HomeMy WebLinkAboutItem #05 Approval of Assignment of Continuing Surveying and Mapping
AGENDA ITEM COVER SHEET
Meeting Date: May 20,2008
Item #
5'
~
Contact Name:
Contact Number:
David A. Wheeler, P.E.
407-905-3100, ext. 1504
Reviewed By:
Department Director:
City Manager:
Subject: Assignment of Continuing Surveying and Mapping Agreement to Miller Legg &
Associates, Inc.
Background Summary:
In 2004, staff proceeded through the Consultants Competitive Negotiation Act and selected Weidner Surveying
& Mapping, P.A. (Weidner) as one of three surveying and mapping firms for the City to use for the duration of
the contract. Staff used Weidner mostly for plat review acting as the City's Surveyor. Early this year the City
was noticed that Weidner had been purchased by Miller Legg & Associates, Inc. (Miller Legg).
Miller Legg has been assigned all contracts which Weidner was currently working on at the time of purchase.
Miller Legg has requested that the City assign its Agreement for Weidner to Miller Legg. Staff wishes to keep
three surveying and mapping firms under contract and does not foresee any problems working with Miller Legg.
Issue:
Approval of Assignment of Continuing Surveying and Mapping Agreement to Miller Legg & Associates, Inc.
Recommendations
Staff recommends that the City Commission approve the Assignment of Continuing Surveying and Mapping
Agreement to Miller Legg & Associates, Inc. and authorize the Mayor and City Clerk to execute the Consent of
the City of Ocoee form.
Attachments:
1) Letter from Miller Legg & Associates, Inc. dated January 16, 2008
2) Consent of the City of Ocoee form
Financial Impact:
There is no financial impact to the City for this assignment of contractual services.
Type of Item: (please marl< with an "x'J
Public Hearing
Ordinance First Reading
Ordinance Second Reading
Resolution
_ Commission ApproVElI
Discussion & Direction
Foi Clerk's Deot U~~.'
_ Consent Agenda
Public Hearing
_ Regular Agenda
Original Document/Contract Attached for Execution by City Clerk
- Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by 0
<:If 61:f
N/A
N/A
N/A
2
MILLER~EGG
16 January 2008
David Wheeler
City Engineer
City of Ocoee
150 N Lakeshore Drive
Ocoee, FL 34761
RE: Miscellaneous Surveying and Mapping Services
Weidener Surveying & Mapping, P.A.
Dear Mr. Wheeler:
We are very happy to announce that Weidener Surveying & Mapping, P.A. (WSM) was
acquired by Miller Legg (ML) in November 2007. The combined firm now has a local office in
Orlando and others in St. Lucie, West Palm Beach, Pembroke Pines, Pensacola and Miami.
Furthermore, our surveying staff has tripled in size. Our new capability dramatically increases
our resources and ability while reducing the cost of mobilization and travel. We can now better
service the City 0 f Ocoee from our Central Florida Office located at 631 S. Orlando Avenue,
Suite 200, Winter Park, Florida 32789. Thomas Snow, PSM, Survey Manager, will be
contacting you in the near future.
We respectfully request that the WSM contract be assigned to Miller Legg. Enclosed is a copy
of the Bill of Sale and Assignment of Contracts. The Miller Legg Federal Id No. is 65-0563467.
We are anxious to continue providing services to the City of Ocoee. Let me know if you need
anything additional in order to facilitate a smooth transition.
Very truly yours,
MILLER LEGG
~~ u)L: ~./
Margarita Weidener, PSM
Regional Manager
also President, Weidener Surveying & Mapping, P.A.
IMP R 0 V I N G COM M U NIT I E S. eRE A TIN G E N V I RON MEN T S.
Miami Office: 10418 NW31 Terrace. Miami, Florida' 33172-1200
(305) 599-6381 . Fax: (305) 599-2797
www.mil1erlegg.com
BILL OF SALE
This Bill of Sale is entered into pursuant to that certain Asset Purchase Agreement, dated
as of November 5, 2007, (the 4IAgreement"), by and among WEIDENER SURVEYING &
MAPPING, P .A., a Florida corporation (the "Company"), and its shareholders, JAMES
WEIDENER, and MARGARITA WEIDENER, and MILLER LEGG & ASSOCIATES, INC.,
INC., a Florida corporation (4IML" or 4IPurchaser"). Unless otherwise defined herein, all
capitalized terms in this Bill of Sale shall have the meanings set forth in the Agreement.
The Company, in consideration of the payment of the Purchase Price paid by Purchaser
to Company pursuant to the Agreement, the receipt of which is hereby acknowledged, hereby
sells, conveys, transfers, assigns and delivers to the Purchaser,free and clear of any Lien (except
with respect to Assumed Liabilities) all of its right, title and interest in and to its assets,
properties and business of every kind and description, whether real. personal or mixed, tangible
or intangible, wherever located (except those assets of the Company which are specifically
excluded as "Excluded Assets" as provided in Section 1.2 of the Agreement), including all of the
"Purchased Assets" described more specifically described in Section 1.1(a)-(k) of the Agreement
as shall exist on the Closing Date.
All of the terms and provisions of this Bill of Sale will be binding upon the Company and
its successors and assigns and will inure to the benefit of the Purchaser.
TIris Bill of Sale is being delivered pursuant to the Agreement and is not intended to
expand, supersede or negate any of the terms contained in the Agreement. In the event of
conflict, inconsistency, or ambiguity between the terms of this Bill of Sale and the terms of the
Agreement, the terms of the Agreement shall govern.
This Bill of Sale shall be governed by, and construed and interpreted in accordance wi~
the substantive laws of the State of Florida, without regard to the conflicts of law principles
thereof. By this Bill of Sale, each of the parties hereto submit to the jurisdiction of state courts of
competent jurisdiction located in Broward County in the State of Florida, including any related
appellate court in the State of Florida which has jurisdiction, for any action to enforce this Bill of
Sale and irrevocably waives any objection such party may now or hereafter have as to the venue
of any action or proceeding brought in any such court or that any such court is an inconvenient
forum.
lbis Bill of Sale may be executed in any number of counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which cOWlterparts taken
together shall constitute but one and the same instrument. In order to facilitate execution of this
Bill of Sale. fax signatures shall be deemed to be original signatmes.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have duly executed this instrument on the
date first above written.
WEIDENER SURVEYING & MAPPING, P.A.
By: ~6)~
Name: MARG ("MAGGIE") WEIDENER
Title: President
C:\Doc:umcnts and Settings\ISlTRUST.KKPA\Local Settings\Temporary Internet Files\Content.IESWHIJK34N\BiIl of Sale
Weidenerl102.wpd
ASSIGNMENT OF CONTRACTS
This ASSIGNMENT OF CONTRACTS ("ASSIGNMENT") is entered into pursuant to
that certain Asset Purchase Agreement, dated as of November 5, 2007t (the "Agreement'Jt by
and among WEIDENER SURVEYING & MAPPINGt P.A.t a Florida. corporation (the
"Company")t and its shareholders, JAMES WEIDENER. and MARGARITA WEIDENERt and
MILLER LEGG & ASSOCIATESt INC., a Florida corporation ("ML" or "PurchasertJ. Unless
otherwise defined hereint all capitalized terms in this ASSIGNMENT shall have the meanings
set forth in the Agreement.
The Company, in consideration of the payment of the Purchase Price paid by Purchaser
to Company pursuant to the Agreement, the receipt of which is hereby acknowledged, hereby
sells, conveySt transfers, assigns and delivers to the Purchasert all of its right, title and interest in
and to those client contracts of Company provided in Section 1.1 (d) of the Agreement, referred
to in the Agreement as the "Assumed Contracts". The parties hereto understand and agree that
ML may be required to obtain client consent to perfect some of the contracts being assigned
hereunder and under the Agreement.
All of the terms and provisions of this ASSIGNMENT will be binding upon the
Company and its successors and assigns and will inure to the benefit of the Purchaser.
This ASSIGNMENT is being delivered pursuant to the Agreement and is not intended to
expandt supersede or negate any of the terms contained in the Agreement. In the event of
conflict, inconsistency, or ambiguity between the terms of this ASSIGNMENT and the terms of
the Agreement, the terms of the Agreement shall govern.
This ASSIGNMENT shan be governed by, and construed and interpreted in accordance
wi~ the substantive laws of the State of Florida, without regard to the conflicts of law principles
thereof. By this Bill of Sale. each of the parties hereto submit to the jurisdiction of state courts of
competent jurisdiction located in Broward County in the State of Florida, including any related
appellate court in the State of Florida which has jurisdiction, for any action to enforce this
ASSIGNMENT and irrevocably waives any objection such party may now or hereafter have as
to the venue of any action or proceeding brought in any such court or that any such court is an
inconvenient forum.
This ASSIGNMENT may be executed in any number of counterpartst each of which
when executed and delivered shall be deemed to be an original and all of which counterparts
taken together shall constitute but one and the same instrument. In order to facilitate execution of
this Bill of Sale, fax signatures shall be deemed to be original signatures.
(Signtllun Page FoUows)
.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument on the
date first above written.
WEIDENER SURVEYING & MAPPING, P.A.
By: ~-t_ 0~
Name: MARG "MAGGIEn) WEIDENER
Title: President
C;lJ)ocumeolland SeItillpllSTIRUST.KKPA\l..oc.! SeniQJ\TempllIlII}' lolernet
FilesIConJCDt.IESlSV7 ZQKD9IASSIGNMENTOFCONTRACfSML WEJDENER..AG7. wpd
CONSENT OF THE CITY OF OCOEE
(Continuing Surveying and Mapping Agreement (RFQ #0403))
WHEREAS, pursuant to Section 11 of that certain Continuing Surveying and
Mapping Agreement (RFQ #0403), dated November 2, 2004, (the "Agreement"), by and
between the City of Ocoee, Florida, a Florida municipal corporation (the "City"), and Weidener
Surveying & Mapping P.A., a Florida corporation ("Weidener"), the written consent of the City
must be obtained prior to an assignment of the Agreement by Weidener becoming effective; and
WHEREAS, Weidener has requested that the City consent to Weidener's
assignment of the Agreement to Miller Legg & Associates, Inc., a Florida corporation ("Miller
Legg"); and
WHEREAS, the City has no objection to Weidener's assignment of the
Agreement to Miller Legg.
NOW, THEREFORE, by execution hereof, the City, pursuant to Section 11 of
the Agreement, hereby consents to Weidener's assignment of the Agreement to Miller Legg.
IN WITNESS WHEREOF, the City has caused these presents to be executed
this _ day of , 2008.
ATTEST:
CITY OF OCOEE, FLORIDA,
a Florida municipal corporation
By:
Beth Eikenberry, City Clerk
S. Scott Vandergrift, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
,2008.
FOLEY & LARDNER LLP
By:
City Attorney
ORLA_680785.1