Loading...
HomeMy WebLinkAboutIII (C) Approval and Authorization for Tranfer of Contractual Services from Glace and Radcliffe, Inc. to WCG, Inc. Agenda 01-16-2001 Item III C "CIAl'IJ?OF GOOD LOVING-PRIDE OF WESTOIUAGE" MAYOR•COMMISSIONER Ocoee S.SCOFF VANDERGRIFT Orin o CITY OF OCOEE COMMISSIONERS D1NN� HOWELL n 150 N. LnAI suola:DawL O SC ANDERSON Oanu:, FI cntlon 34761-2258 : : v RIUSI SI1 JOI INSUN 4: (407)905-3100 V'ANCN I. PARKER OfGOO,', 00,N` CITY MANAGER MIS SI IAPIRO MEMORANDUM DALE: January 3, 2001 TO: The Honorable Mayor and Board of City Commissioners FROM: David A. Wheeler, P.E./.�'Cq✓ Assistant City Engineer/Utilities Director SUBJECT: Approval and Authorization for Transfer of Contractual Services from Glace&Radcliffe, Inc. to WCG, Inc. In September of 1998, the City of Ocoee executed a contract titled Continuing Professional Consulting Agreement to employ the services of Glace & Radcliffe, Inc. as one of the City's consulting engineers. Glace & Radcliffe, Inc. is currently providing engineering services on the Vehicle & Material Storage Building and the Lift Station 22 Relocation projects. In January of 2000, Glace& Radcliffe, Inc. merged with Barker, Osha & Anderson, Inc. to ibrm the company of WCG, Inc. Staff was informed in December of 1999 of the merger. WCG, Inc. has assumed all responsibilities and liabilities of the Glace & Radcliffe, Inc. and all obligations between the City of Ocoee and the former Glace & Radcliffe, Inc. It was not until the Finance Department requested vendor information that a transfer of the contract was deemed to be necessary. The attached document titled, First Amendment to Continuing Professional Agreement, is a copy of the document prepared by Foley and Lardner to effect the transfer. I recommend that the City Commission approve the transfer of the agreement between the City of Ocoee and Glace & Radcliffe, Inc. to WCG, Inc. and that City Commission authorize the Mayor and City Clerk to execute document titled First Amendment to Continuing Professional Agreement with WCG, Inc. Attachments I) First Amendment to Continuing Professional Consulting Agreement POWt REIRESI MIGS Viatuf16633:c. OA- FIRST AMENDMENT TO CONTINUING PROFESSIONAL CONSULTING AGREEMENT (GLACE & RADCLIFFE, INC. — WCG, INC.) THIS FIRST AMENDMENT TO CONTINUING PROFESSIONAL CONSULTING AGREEMENT ("First Amendment") is made and entered into this day of , 2001, by and between the CITY OF OCOEE, a political subdivision of the State of Florida (the "CITY") and WCG, INC., a Florida corporation ("WCG"). WITNESSETH: WHEREAS, The CITY and GLACE & RADCLIFFE, INC., a Florida corporation ("GLACE") have heretofore entered into a certain Continuing Professional Consulting Agreement dated September 1, 1998 (the "Agreement"); and WHEREAS, pursuant to Articles of Merger filed with the Secretary of State of the State of Florida on December 29, 1999, effective January 1, 2000, GLACE merged with and into WCG, with WCG as the surviving corporation; and WHEREAS, the CITY acknowledges the merger and recognizes WCG as the successor in interest to GLACE under the Agreement; and WHEREAS, WCG agrees to assume and be bound by all of GLACE's obligations and covenants as CONSULTANT under the terms of the Agreement and this First Amendment. NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and WCG agree as follows: 006.203683.1 1 SECTION 1. RECITALS. CITY and WCG hereby agree that the recitals stated above are true and correct and are hereby incorporated into this First Amendment by this reference. SECTION 2. TERMS. All terms used herein shall he as defined in the Agreement unless otherwise indicated. SECTION 3. ASSUMPTION OF AGREEMENT. CITY and WCG hereby agree that WCG, as successor in interest to GLACE, does hereby assume and agree to be bound by the Agreement and specifically to the terms, conditions and covenants applicable to CONSULTANT as set forth in the Agreement. SECTION 4. INSURANCE. Within thirty (30) days of execution of this First Amendment, WCG shall deliver to CITY copies of insurance policies held by WCG which meet the requirements as set forth in Section 16 of the Agreement. SECTION 5. NOTICES. The CONSULTANT contact information set forth in Section 11 of the Agreement is hereby amended to read: David L. Wright, President WCG, Inc. 630 N. Wymore Road, Suite 370 Maitland, Florida 32751 SECTION 6. CONFLICTS. In the event of any conflicts between the Agreement and this First Amendment, it is agreed that this First Amendment shall control. SECTION 7. RATIFICATION. Except as expressly set forth in this First Amendment, the Agreement shall remain in full force and effect, and is hereby ratified, confirmed and approved for the CITY and WCG as CONSULTANT thereunder. 006 203683.1 2 SECTION 8. BINDING EFFECT. This First Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. SECTION 9. GOVERNING LAW. This First Amendment shall he governed by, and construed in accordance with, the laws of the State of Florida. ATTEST: WCG, INC. By: Name: Title: (CORPORATE SEAL) Date: ATTEST: APPROVED: CITY OF OCOEE Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 2001 LEGALITY, this day UNDER AGENDA ITEM NO. of , 2001. FOLEY & LARDNER By: City Attorney 006.203683.1 3