CA.7 - Approve Construction Services Assignment

WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended (“City Code”), and Request for Qualifications (“RFQ”) No. 18-19-012, the City Manager executed a Professional Services Agreement with Consor Engineers, LLC, for the provision of Miscellaneous Construction Engineering and Inspection Services (“Agreement”); and

WHEREAS, effective December 13, 2025, Consor Engineers, LLC (“Assignor”) merged with and into Consor North America, Inc., a foreign profit corporation authorized to conduct business in Florida (“Assignee”), with the Assignee continuing as the surviving entity; and

WHEREAS, the Assignee has requested that the City consent to the assignment of the Agreement from the Assignor to the Assignee in connection with the merger; and

WHEREAS, the Assignee has agreed to accept the assignment and assume all rights, duties, responsibilities, and obligations of the Assignor under the Agreement; and

WHEREAS, Article 10.03 of the Agreement, titled “Successors and Assigns,” requires the written consent of the City, acting by and through the City Commission, before the Agreement may be assigned by the consultant; and

WHEREAS, the City Commission finds it appropriate to approve the assignment of the Agreement, consent to the Assignee’s assumption of the Agreement, and authorize execution of the Acceptance of Assignment Amendment of Contract, in substantially the attached form as Exhibit “A” (“Assignment Amendment”);

NOW, THEREFORE, BE IT RESOLVED BY THE MIAMI CITY COMMISSION:

Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section.

Section 2. The assignment of the Agreement from the Assignor to the Assignee is approved, and the Assignee’s assumption of all rights, duties, responsibilities, and obligations of the Assignor under the Agreement is consented to.

Section 3. The City Manager is authorized to execute the Assignment Amendment, in substantially the attached form as Exhibit “A,” subject to the City Attorney’s approval as to form and correctness, to effectuate the assignment and assumption approved by this Resolution.

Section 4. The City Manager is further authorized1 to negotiate and execute all other documents, all in forms acceptable to the City Attorney, as may be deemed necessary for said purpose, subject to all allocations, appropriations, and prior budgetary approvals, and compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti-deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and in compliance with all applicable laws, rules, and regulations.

Section 5. This Resolution shall become effective immediately upon its adoption.