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HomeMy WebLinkAboutCity of Tamarac Resolution R-2008-103Temp. Reso. #11435 Page 1 of 3 June 16, 2008 RESOLUTION NO. R-20083 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING THE ASSIGNMENT OF THE CITY'S CONTRACT WITH CAPRI ENGINEERING, LLC FOR BUILDING INSPECTION AND PLAN REVIEW SERVICES TO NOVA ENGINEERING AND ENVIRONMENT, LLC; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 24, 2006 the City of Tamarac (hereinafter referred to as the "City"), pursuant to Resolution No. R-2006-86, entered into a two-year agreement with Capri Engineering, LLC for back-up building inspection and plan review services; and WHEREAS, on May 28, 2008 the City Commission adopted Resolution No. R- 2008-70, thereby effectuating the first one-year renewal term of the agreement; and WHEREAS, the City subsequently received notice from NOVA Group Services, LLC., the parent company of Capri Engineering, that Capri Engineering was merging with NOVA Engineering and Environmental, LLC., and that NOVA Engineering and Environmental, LLC. would be taking over Capri's contractual obligations, a copy of said notification is included herein as Exhibit " 1 "; and WHEREAS, the City was further advised that there would be no lapse in service as a result of the assignment and that the personnel and timing would remain unchanged; and WHEREAS, Section 9 of the agreement requires the City's approval for Capri to assign or transfer their obligations under the agreement; and 1 Temp. Reso. #11435 Page 2 of 3 June 16, 2008 WHEREAS, the City Commission deems it to be in the best interests of the citizens and residents of the City to approve the assignment of the contract for building inspection and plan review services from Capri Engineering to NOVA Engineering and Environmental, LLC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: Section 1. The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. Section 2. The City Commission of the City of Tamarac, Florida hereby approves the assignment of its agreement for building inspection and plan review services with Capri Engineering to NOVA Engineering and Environmental, LLC. Section 3. City Staff is hereby authorized to take any and all steps necessary to effectuate the intent of this resolution. Section 4. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 5. If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Section 6. This Resolution shall become effective immediately upon its passage and adoption. 1 1 Temp. Reso. #11435 Page 3 of 3 June 16, 2008 PASSED AND AD PTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THIS C 1 DAY OF , 2008. ATTEST: �' MARION SWENSON, GMC CITY CLERK h I HEREBY CERTIFY that I have approved this RESOLUTION as to form. kMUEL S. GOREN CITY ATTORNEY CITY OF TAMARAC, FLORIDA BET T LABI CO, iWYOR RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO �Al DIST 1: COMM PORTNER y DIST 2: COMM ATKINS-G D " ±� DIST 3: V/M SULTANOF DIST 4: COMM. DRESSILEA ■ 13800 NW 14'r' Street Suite 130 ENGINEERING AND Sunrise. Flonda 33323 954.424,2520 / Fax - 954.424.2580 ENVIRONMENTAL www,usanova.com (fearmedy C:APRl Engineering) June 5, 2007 Keith K. Glatz, CPPO CITY OF TAMARAC 6011 Nob Hill Road, I st Floor Tamarac, FL,. 33321 Reference: Building Inspection and Plan Review Services Contract Assignment of Agreement/Contract Dear Mr. Glatz: We are writing in furtherance of your conversation with Meg Freebeck from CAPRI Engineering LLC ("CAPRI") relating to the request to assign the Building Inspection and Plan Review Services Contract dated on or about May 26, 2006 (the "Agreement") and between your entity and CAPRI to NOVA Engineering and Environmental LLC. On May 15, 2008, NOVA Group Services LLC, the parent company of both NOVA Engineering and Environmental LLC ("Assignee") and CAPRI Engineering LLC announced the statutory merger of NOVA and CAPRI. All of the Assignor's principals, management, staff and licensed professionals will continue to service Assignee's client base and are employed by NOVA Engineering and Environmental LLC (F.E.I.N. 26-0347207), Your contacts will remain the same and your projects will continue to operate as they always have, with no change in personnel or timing. It is the Assignor's desire and intent to assign all of its rights, title and interest in the Agreement to NOVA Engineering and Environmental LLC, a Delaware limited liability company. Assignee will be the recipient of substantially all of the assets and business of Assignor upon transfer, such transfer being completed as of May 15, 2008. Upon such assignment, the undersigned parties understand and agree that Assignee will assume all obligations of Assignor under the Agreement. Attached for your use is the official NOVA-CAPRI merger certificate (as presented by the State of Delaware's Secretary of State) as well as NOVA Engineering and Environmental LLC's Florida business and professional engineering licenses, W-9 and insurance certificate. Offering services nationwide: Environmental Consulting — Geotechnical Engineering -- Construction Materials Testing and Inspection Services Code Compliance — Municipal Support/Outsourcing — Private Provider Services'" Building Inspection and Plan Review Services Contract June S, 2008 Please confirm your consent to the assignment of the Agreement/contract by signing in the space provided below and returning the signed original of this letter to us for our files. If you have any questions, please call me or Meg Freebeck at (954) 424-2520. Thank you for your assistance with this matter. We look forward to continuing to serve you in the future. Sincerely, CAPRI ENGINEERING LLC 4 r-7._ Randall Bagwell, P.E. President Acknowledged and Agreed as of this ��day of-,�nm, 2008 Client:City of Tamarac, Florida By: Name:' y"t (L Cry Title: 4, R- _ Date: —?/ 14� /0 i- Page 2 of 2 Delaware 2hae First State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "CAPRI ENGINEERING, LLC", A DELAWARE LIMITED LIABILITY COMPANY, WITH AND INTO "NOVA ENGINEERING AND ENVIRONMENTAL, LLC" UNDER THE NAME OF "NOVA ENGINEERING AND ENVIRONMENTAL, LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING DNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIFTEENTH DAY OF MAY, A.D. 2008, AT 2:51 O'CLOCK P.M. 4369324 8100M 080554400 YOU ma verify this cortlfi cats online at oar .delaware.gpv/authver.shtua Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6594459 DATE: 05--15-08 U UD/i5/ZVV0 14:D4 rAA Ub440ZVb0! �YltAR.Vb YY12A.V,M< MILLhX wjvu'L/VVL ,1 state Of Deadvare SBCY'et of St'at'e D�.vis3on o Corpa atfnnc L�dlvexed 02.51 r 0311512006 D 02,51 PU 0511512008 SRV 080554400 - 4369324 F77Z STATE OF DELAWA.RE CERTIFICATE OF MERGER OF DOMESTIC LEMTED LWIffi TY COMPANIES Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Art the undersigned limited liability compow executed the following Certifiaato of Merger: FIRST: The name of the surviving limited liability company is NOVA 1IKO NEERFNG AND ENVIRONMENTAL„ LLC and the name of tho Iimited liability company being morgcd into this surviving limited liability company is CAPxz BNG NEEMG,LLC SECOND: The Agreement of Merger has been approved, adoptod, certified, executed and acknowledged by each of the constituent limited liability companies. THIRD: The name of the surviving limited liability company is NOVA ENGMMUN G AND ENVIROMMNTAL, LLC FOURTH: The merger is to beaome effective on UPON >FILLNy FIFTH: The Agreement of Merger is an file at 364D Kwmesaw Nora Iutitastnial Parkway, SuiteB, Keanmm, GA 3D144 the place of business of the surviving limited liability company. SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving limited liability company on request, without cost, to any member of the constituent limited liability companies. IN W`ffNESS WHEREOF, said surviving limited I any has caused this certificate to be signed by an authorized pe day+ of 'ff ra0y A,D., zoos By: ; cram Name: Ran B""eU Print or Type Title: htEWNCT € 50 20b- 0381 7/24/2007 2: 46 PAGE: 001/002 Florida Dept of state %No4 00 P � f it VpP artmiml of #ttate I certify the attached is a true and correct copy of the application by r'TAO .NOVA ENGINEERING AND ENVIRONMENTAL, LLC, a Delaware limited liability :V.- company, authorized to transact business within the state of Florida can July 23, 2007, as shown by the records of this office. M, DecCK I further certify the document was electronically received under FAX audit number H07000186997. This certificate is issued in accordance with section � C 15.16, Florida Statutes, and authenticated by the code noted below. ��ni� The document number of this limited liability company is M07000004372. ff(M Authentication Cade: 007A00046303-072407-M07000004372--1J1 511113, Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Twenty-fourth day of July, 2007 t CrnturtNn� �V� *cxrcta.ry of &tntc x"90'awayox") an gent �V Kom eg HE No Text L= C rA a z 0 p u N w a 0 p T a r w a U Form Y Y "9 page 1 of 2 jaXNk! This form may be used only by;a U,S, person mciudng a resident all The IRS 'dennes a u S perspn•as a U Si,citizen lan';entfty (cn npan States a:tJ,S resld¢jjt (somedtte who hta4 a greert cerC or has)5 IRS pubs; 515 or,519;) , ..­ 1,; Fvrsign persons should,f( Please complete all three parts below. Park 'f Tax Idelnt!.&Mi" n 1. Name: NOVA FriglElleedng and Env1rnnrnPnL1LLLC_ 2, Enter your Taxpayer Identification Number in the appropriate box. :egllestRevised January zoos r appropriatt3•F81m w E3 rrc�,srt .v n.r.yn,sarl. irk nn.,nWA. .:,i.n re,a»of •'.,hc,�n,.aa':/ For individuals, this is your social security number (SSN). For other entities, It is your employer identification number (E1N). Social security Number Employer Identification Number OR 2 6 — 0 3 4 7 2 0 9 IF you are a SOLE PROPRIETOR or SiNGLE•OWNER LLO — whether payment Is made to a personal name or to a doing business name, you must provide the following: Required: Personal name of owner of the business: Optional; Business name if different from IF you assign payment to a third party— such as a factor —provide the following: Required: Your name: Optional: Name of third party; �•. EX 1t1p n 7 Alfrtpi� M��'I�����)�4�irig .�h�Ck yaut q�iallfjiin� n..pey{o%, ❑Corporation ❑Tax Exempt Entity ❑The United States ❑A state, the District of ❑ A foreign government or Note that there is D2 corporate under 501(a) (indudss or any of its agencies Columbia, a possession of any of its political subdivisions exemption for medical and 501(c)(3), or IRA, or instrumentalities, the United states, or any of or an international organisation healthcare payments or their political subdivisions or in which the United States payments for legal services, agencies, participates under a treaty or Act of Congress. t cj ' sr _ .s6;auno "Tt!Cerf� ..eno�ymt v I . I am a U.S. person (Including a U.S. resident alien). 2. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be Issued to me). 3. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Person completing this form:.M.ag.Fsee1. _ _.__.k..11.. __. Phone: (_ 954_ } 315.1130 Signature' Address: City: Date: May 12 2008 State: _ GA ZIP: 30144 Instructions, Wo are about to pay you an amount that may be reported to the Internal Revenue Service (IRS). The IRS will match this amount to your tax return. fit order to avoid additional IRS scrutiny, we must provide the IRS with your name and Taxpayer Identification Number. The name we need is the name that you use on the tax return that will report this amount. We are required by law to obtain this information from you. Exempt from backup withholding. On page 2 of this fomt is a chart showing who is exempt from backup withholding. If you are exempt from backup withholding, indicate the reason why -in part 2 of this form, and we will not send you a Form 1099, Penalties. Your failure to provide a correct name and Taxpayer Identification Number may subject your payments to 28°% federal income tax backup withholding, If you do not provide us with this information, you may be subject to a $50 penalty imposed by IRS under section 6723. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 civil penalty. Willfully falsifying certifications or affirmations may subject'you to criminal penalties including fines and/or imprisonment. Conrfdentiality. If we disclose or use your "taxpayer Identification Number in violation of Federal law, we may be subject to civil and criminal penalties. Instrictions continued on Page 2 Please return this form via fax 972/620-6847 or to the local D.R. Horton division office. Thank you for your cooperation. Form 0 2005 Balance Consulting, Inc. ACORDr. DATE M3//0DO CERTIFICATE OF LIABILITY INSURANCE 7fYYYY) 0/0 10/0 PRODUCER 1-770-552-4225 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Ames & Gough ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 450 Northridge Parkway ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 102 Atlanta, GA 30350 INSURERS AFFORDING COVERAGE NAIC # INSURED NOVA ENGINEERING AND ENVIRONMENTAL, LLC INSURERA Atlantic Specialty Insurance Company ........._. ...... _......---..._.—._-- INSURERS: Insurance Co of the State of PA --....._. ... ^it 3640 KENNESAW NORTH INDUSTRIAL PARKWAY SUITE E INSURERAmerican International Specialty Line } XENNESAW, GA 30144 INSURERD Lexington Insurance Company INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTH E POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR DID1 POLICYEFFECTIVE POLICYEX R POLICY NUMBER PIRATION LIMITS A GENERAL LIABILITY 718010076 09/29/07 09/29/08 EACH OCCURRENCE $1,000,000 DAMAGE TO-R"E'6 X COMMERCALGENERAL LIABILITY i a PREMISES (Ea occurence $11000,000 MEQEXP(Anyoneperson) $10,000 CLAIMS MADE ExI OCCUR r............. ........._. ----- -...... PERSONAL &ADVINJURY $ 1,000,000 GENERALAGGREGATE '. '. ................__._ $ 2, 000, 000 PRODUCTS-COMPIOPAGG $2,000,000 GENL AGGREGATE LIMIT APPLIES PER -_ POLICY F PRO• X LOC A AUTOMOBILE LIABILITY 718010076 09/29/07 09/29/08 I - - i X ANYAUTO COMBINED51NGLELIMIT (EaaCcident) $1,000,000 ALL OWNED AUTOS ......................... ........... BODILY INJURY $ SCHEDULEDAUTOS !I (Perperson) HIRkDAUTOS _X BODILY INJURY X NON-OWNEDAUTOS (Peraccident) PROPERTY DAMAGE $ ( Per accident) j t.GARAGELIABILITY AUTOONLY- EAACCIDENT $ OTHERTHAN .,EAACC I �I ANYAUTO _$ - - — AUTOONLY: AGG $ A EXCESS/UMBRELLA LIABILITY i718010076 09/29/07 09/29/08 EACH OCCURRENCE $4,000,000 AGGREGATE X i OCCUR J CLAIMS MADE $ 4,000,000 $ DEDUCTIBLE RETENTION $ $ B WORKERS COMPENSATION AND WC5312484 04/30/07 04/30/08 X WCR STATUS pTH- EMPLOYERS' LIABILITY ----_ ANY PROPRIETOR/PARTNER/EXECUTIVE ELEACH ACCIDENT __$1,000,000 T OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EAEMPLOYEE $1,000,000 If yes, describe under ' SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 OTHER C I Contractor's Poll, Liab CPL2674660 09/29/07 09/29/08 Per Claim 51000,000 D j Professional Liability 0104429 09/29/07 09/29/08 Aggregate 5,000,000 Deductible 150,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS 1102-ARSI IR14G1A-9LLwl R9W1� �7dll Pla��G\�I�JC SAMPLE CERTIFICATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001108) JHowell ©ACORD CORPORATION 1988 7205008 iIT, 1:101 iCAki III i If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORN 25 (2001/08) Temp Reso 11435 Exhibit 1 NOVA 13800 NW 1 Street Suite 130 Sunrise, Florida 33323 ENGINEERING AND 954.424.2520 / Fax - 954,424.2580 ENVIRONMENTAL www.usanova.com fdrri edy CAPRI Engineering) TO CAPRI ENGINEERING CLIENTS: RE: Merger Announcement On May 15, 2008, NOVA Group Services LLC, the parent company of both NOVA Engineering and Environmental LLC and CAPRI Engineering LLC announced the statutory merger of NOVA Engineering and CAPRI. All of CAPRI's principals, management, staff and licensed professionals will continue to service your contracts, but they are now employed by NOVA Engineering and Environmental LLC (our former sister company). Your contacts will remain the same and your projects will continue to operate as they always have, with no change in personnel or timing. We are truly excited to announce this reorganization and to offer our clients more diversified professional services and specialists. Our improved internal controls and systems, streamlined administration, and diversification will fuel NOVA's growth by adding value and increasing the level of service we offer our clients. On behalf of the entire CAPRI/NOVA organization, we sincerely thank you for the opportunity you have given us to work with you and we hope to continue our relationship in the near future and beyond. Should you have any questions regarding how this reorganization may affect any current or future contracts, please feel free to contact either myself or Meg Freebeck. We want to be your consultant of choice. Sincerely, RandalKBagwell, PE Preside Offering services nationwide: Environmental Consulting — Geotechnical Engineering -- Construction Materials Testing and Inspection Services Code Compliance -- Municipal Support/Outsourcing — Private Provider ServicesT"