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R16-105 1 RESOLUTION NO. 16- I 0 5 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE 5 MAYOR TO SIGN A CONSENT TO ASSIGNMENT 6 BETWEEN THE CITY OF BOYNTON BEACH, 7 MATHEWS CONSULTING, INC., AND BAXTER & 8 WOODMAN, INC; AND PROVIDING AN EFFECTIVE 9 DATE. 10 11 WHEREAS, On July 1, 2014, the City Commission approved a three -year General 12 Consulting Services Agreement with Mathews Consulting, Inc., in response to RFQ No. 13 017 - 2821- 14 /DJL for General Consulting Services; and 14 WHEREAS, Mathews Consulting, Inc. has informed the City that there has been a 15 merger and acquisition of Mathews Consulting, Inc., by Baxter & Woodman, Inc. and thus 16 the need for a Consent to Assignment between the parties. 17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 18 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 19 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 20 being true and correct and are hereby made a specific part of this Resolution upon adoption 21 hereof. 22 Section 2. The City Commission of the City of Boynton Beach, Florida does 23 hereby approve and authorize the Mayor to sign the Consent to Assignment between the City 24 of Boynton Beach, Mathews Consulting, Inc., and Baxter & Woodman, Inc., a copy of the 25 Consent to Assignment is attached hereto as Exhibit "A ". 26 Section 3. This Resolution shall become effective immediately upon passage. - 27 1 28 PASSED AND ADOPTED this / day of 14 7 , 2016. 29 30 CITY OF BOYNTON BEACH, FLORIDA 31 32 YES NO 33 34 Mayor — Steven B. Grant 35 36 Vice Mayor — Mack McCray 37 38 Commissioner — Justin Katz 39 40 Commissioner — Christina L. Romelus 41 42 Commissioner — Joe Casello 43 44 510 45 VOTE V 46 47 ATTEST: 48 49 ' y 50 4- (720:, .0 51 J e ith A. Pyle, CMG/ 52 terim City Clerk 53 Ar 54 40 Q , t 55 2 rc 6 56 (Corporate Seal) } _ . 57t4 , 58 2 CONSENT TO ASSIGNMENT The undersigned, the City of Boynton Beach, a Florida municipal corporation, being a party under that certain agreement dated August 1, 2014 and originally between the City of Boynton Beach and Mathews Consulting, Inc. does hereby give consent to the assignment of the above - stated Agreement from Mathews Consulting, Inc. to Baxter & Woodman, Inc. which shall assume all terms and conditions of the original Agreement. IN WITNESS WHEREOF, the undersigned has signed this instrument on this day of , 2016. ATTEST: CITY OF BOYTON BEACH, FLORIDA By: By: City Clerk Mayor Approved as o legal o and Sufficienc By: 22Cf j ity Attorney Mathews Consulting, Inc. , Baxter Baxter & oodm n, In . Date: i , . LP Zo! 10 Date: 4 / c of4 By: _■ By: 4111111.1..7-411111. Z•V Preside / President C m. _.• eX14,670.-ot_ Tn. itness V Witn �� , 1 , , Witness ' _N ' itness STATE of FLORIDA STATE of ILLINOIS COUNTY of PALM BEACH COUNTY of McHENRY The followjn instrument was acknowledged before The following instrument was acknowledged before nn this A . day of .S , 2016 by me this / day of 4/ , 2016 by an, X • Ici`v5 as President, of .204 ✓ 492,4e4ge as President of Mathews Consulting, Inc.., a Florida corporation, Baxter & Woodman, Inc., an Illinois corporation, on on behalf of the corporation.- 1€Iie/shgis personally behalf of the corporation. He%he-is personally known to me or has produced . known to me or has produced ,sJJ (type of identification) as identificdJion (type of identification) as identification. 1 , id,,,,_. / 8.217 x.it ) Signature of Person Taking Acknowledgement Signature of Person Taking Acknowledgement /t( f'�` °`- .�<r -033 DEi3 # ,Cr/Li Name Typed, Printed or Stamped Name Typed, Printed or Stamped 4944r • Notary Public State of Florida . , .. M Rebecca Travis OFFICIAL SEAL "& My Commission FF 08.9995 DEBORAH FINN o, n Expires 11/12/2017 NOTARY PUBLIC - STATE OF IWNOIS , MY COMMISSION EXPIRES :05I0111S Corporate Certification This Certification is made by Baxter & Woodman, Inc., an Illinois Corporation ( "B &W ") and Mathews Consulting, Inc., a Florida Corporation ( "MC ") to confirm the merger and acquisition of MC by B &W. The undersigned, in their capacities as President of B &W and MC, herby certify on behalf of B &W and MC that: • B &W and MC have entered into an Asset Purchase Agreement (APA) dated July 25, 2016, with an effective closing date of July 29, 2016. • Following the date of closing, MC shall operate under the corporate authority of B &W as "Mathews Consulting, a Baxter & Woodman Company ", with all MC employees being . retained by B &W, and all operations continuing for the engineering business in its normal and customary course of business. B &W and MC has caused this Certification to be duly executed and delivered in their name and on their behalf on the date set opposite the names below. BAXTER & WOODMAN, INC. MATHEWS CONSULTING, INC. Date: 7 -° 2-to -/‘ Date: ) ... i' Le -,0.--"A‹)- --- , - / ' Jo m V. Ambrose P.E. President Rene L. Matt pi s, P.E., President STATE OF FLORIDA COUNTY OF Palm Beach The foregoing instrument was acknowledged before me thi day of , 2016 by Rene Mathews, President of Mathews Consulting, Inc., a Florida corporation, on behalf of the corporation. He /She is (personally known to me) or (has produced identification), Florida Driver's License and (did /did not) take an oath. The foregoing instrument was acknowledged before me this o 0 ,,... i , 2016 by John Ambrose, President of Baxter & Woodman, Inc., an Illinois corporation, on behalf of the corporation. He /She is (personally known to me) or (has produced identification), Illinois Driver's License and (did /did not) take an oath. ..4 1 . °11111". .. / �,o4a n N Public State of Florida Signature of person taking Acknowledgement M Rebscca otary Travis ` � c My Commission FF 009996 o� Expires 11 112!2017 �'� , Form VIg ® ) e for Taxpayer Give Form to the (Rev. January 2011) Identification iMur „bey and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax retum) Baxter & Woodman, Inc. • Business name /disregarded entity name, If different from above N a) co a Check appropriate box for federal tax ° classification (required): ❑ Individual /sole proprietor I4 C Corporation ❑ S Corporation ❑ Partnership ❑ Trust /estate d c 0 ❑ Limited liability company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership) ❑ Exempt payee 2 C � d. ID Other (see instructions) ;i_ Address (number, street, and apt. or suite no.) Requester's name and address (optional) U w 8678 Ridgefield Road City, state, and ZIP code (n Crystal Lake, IL 60012 List account number(s) here (optional) Part_ d Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name” line 1 Social security number 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other - - entities, it is your employer identification number (EIN). If you do not have a number, see How to get a _ TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose I Employer identification number number to enter. 3 6- 2 8 4 5 2 4 2 Certification - Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I 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 I 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, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sin r ji...ej ��� �U 1 �i g Signature of I Iere U.S. person ' /{yQ..t ,�1 4 � Date P General instructions I Note. if a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if it is substantially similar Section references are to the Internal Revenue Code unless otherwise to this Form W -9. noted. Definition of a U,S. person. For federal tax purposes, you are Purpose of Form considered a U.S. person if you are: A person who is required to file an information return with the IRS must ' An individual who is a U.S. citizen or U.S. resident alien, obtain your correct taxpayer identification number (TIN) to report, for A partnership, corporation, company, or association created or example, income paid to you, real estate transactions, mortgage interest organized in the United States or under the laws of the United States, you paid, acquisition or abandonment of secured property, cancellation o An estate (other than a foreign estate), or of debt, or contributions you made to an IRA. A domestic trust (as defined in Regulations section 301.7701 -7). Use Form W-9 only if you are a U.S. person (including a resident Special rules for partnerships. Partnerships that conduct a trade or alien), to provide your correct TIN to the person requesting it (the business in the United States are generally required to pay a withholding requester) and, when applicable, to: tax on any foreign partners' share of income from such business. 1. Certify that the TIN you are giving is correct (or you are waiting for a Further, in certain cases where a Form W -9 has not been received, a number to be issued), partnership is required to presume that a partner is a foreign person, 2. Certify that you are not subject to backup withholding, or and pay the withholding tax. Therefore, if you are a U.S. person that is a 3. Claim exemption from backup withholding if you are a U.S. exempt partner in a partnership conducting a trade or business in the United payee. If applicable, you are also certifying that as a U.S. person, your States, provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership income from a U.S. trade or business status and avoid withholding on your share of partnership income. is not subject to the withholding tax on foreign partners' share of effectively connected income. Cat. No, 10231X Form W-9 (Rev. 1 -2011) A D CERTIFICATE OF LIABILITY INSURANCE DATE /DDIYYYY) 8/3/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER CONTACT NAME: ___ _ Risk Strategies Company PHONE [TAX _LA /C,A9,- Ex1);_ i (A/C, No): 650 Dundee Road E -MAIL ADDRESS: __ Suite 170 INSURERS) AFFORDING COVERAGE NAIC # Northbrook IL 60062 INSURER A :Valley_ Forge Ins Co 20508 INSURED INSURER B:Continental Casualty Co 20443 __ Mathews Consulting, INSURER C: __ _ a Baxter & Woodman Inc. Company INSURER D : __ _ 477 S. Rosemary Av, , #330 INSURER E : _- West Palm each FL 33901 INSURER F: COVERAGES CERTIFICATE NUMBER:CL168318171 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE 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 J POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUB I RI INSR POLICY EFF POLICY EXP LTR I TYPE OF INSURANCE INSn WVn POLICY NUMBER _ (MMIDD/YYYY) fMM /DDNYYY) LIMITS x COMMERCIAL GENERAL LIABILITY 1 EACH OCCURRENCE $ 1,000,000 A I CLAIMS-MADE x I OCCUR `DAMAGE TO - 000 0 PREMISES LEa occurrence) $ 1 00 Lx primary /non contributory 6018314414 5/1/2016 5/1/2017 MED EXP (Any one person) $ 15 , 000 x sub to written contract I PERSONAL &AOVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE ~1$ 2,000,000 POLICY �x-1 MI :. LOC I PRODUCTS - COMP /OPAGG I $ 2,000,000 OTHER: i 1$ _ AUTOMOBILE LIABILITY COMBINED SINE SINGLE LIMIT $ 1,000,000 A X ANY AUTO I BODILY INJURY (Per p � $ ALL OWNED I SCHEDULED 6018314364 5/1 AUTOS AUTOS / 2016 5/1/2017 BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED LPROPER DAMAGE $ _ AUTOS (Per accident ) X I UMBRELLA LIAB x OCCUR C 1 EACH OCCURRENCE i$ 5 000 000 EXCESS LIAB CLAIMS -MADE B _ 1 (AGGREGATE $ 5,000 . 1 DED I I RETENTION $ 6018314381 5/1/2016 5/1/2017 I I $ WORKERS COMPENSATION X_LS ATUTE ) I I ER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ 1 000 000 OFFICERIMEMBEREXCLUDED? N/A — A (Mandatory In NH) 6018314400 5/1/2016 5/1/2017 E.L. DISEASE - EA EMPLOYE $ 1, 000 , 000 If yes. describe under (- DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT 1$ 1, 000 , 000 B Professional Liability I AER591900841 1 5/15/2016 5/01/2017 Per Ctaim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: City of Boynton each General Contulting Services. RFQ 017 - 2821- 14 /DJL. City of Boynton Beach is included as additional insured as respect GL /Auto /Umbrella subject to written contract requring same. Waiver of Subrogation applies as respect GL /Auto /WC /Umbrella subject to written contract. 30 days notice of cancellation will be provided. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Boynton Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attu: Utilities Director ACCORDANCE WITH THE POLICY PROVISIONS. 124 E. Woolbright Road Boynton Beach, FL 33435 AUTHORIZED REPRESENTATIVE Michael Christian /JAW y: © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS026 (201401) A CERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDlYYYY) 8/3/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER CONTACT NAME Risk Strategies Company PHONE I ac,No): _(AlC,A9,.8X1): ( 650 Dundee Road EMAIL ADDRESS: Suite 170 INSURER(S) AFFORDING COVERAGE 1 NAIL N Northbrook IL 60062 INSURER A:Valiey Forge Ins Co 20508 __ INSURED INSURER B :Continental Casualty CO 20443 Mathews Consulting, INSURER C: a Baxter 6 Woodman Inc. Company INSURER D : 477 S. Rosemary Av. , #330 INSURER E : I West Palm Beach FL 33401 INSURER F: I COVERAGES CERTIFICATE NUMBER:CL168318171 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE IAN D IyyVD I POLICY NUMBER 1 (POLICY YYY) I JMM POLICY LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $__ 1,000,000 • I DAMAIGE TORENTED 1,000,000 A CLAIMS -MADE RE — I OCCUR PREMISES (Ea occurrence) t $ x primary /non contributory 6018314414 5/1/2016 5/1/2017 ; MED EXP (Any one person) I $ 15,000 x sub to written contract ! ( PERSONAL &ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 . POLICY I X 1 j 1 I _ LOC PRODUCTS - COMP /OPAGG $ 2,000,000 I OTHER: I $ AUTOMOBILE UABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X 1 I ANY AUTO BODILY INJURY (Per person) $ ALL OWNED ULED 6018314364 5/1/2016 I 5/1/2017 BODILY INJURY (Per accident) FS AUTOS AUTOS I NON -OWNED PROPERTY DAMAGE I $ X HIRED AUTOS X , AUTOS (Per accident)____ - -_ -. $ X UMBRELLA LIAR 1 X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAR CLAIMS -MADE AGGREGATE 1 $ 5 OOO 000_ DED 1 IRETENTION$ 6018314381 5/1/2016 5/1/2017 i$ I WORKERS COMPENSATION j x I STATUTE I I RH I AND EMPLOYERS' LIABIUTY — -- - YIN ANY PROPRIETOR /PARTNER/EXECUTIVE i N ! A E.L. EACH ACCIDENT $ 1, 000, 000„ OFFICER /MEMBER EXCLUDED? 6018314400 5/1/2016 5/1/2017 A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ — 1,000,000 If yes, describe under I — DESCRIPTION OF OPERATIONS below 1 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability AEH591900841 5/15/2016 5/01/2017 ' Per Claim $5,000,000; Aggregate $5,000,0001 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Construction Management Services; RFP #: 056 - 2821- 12 /DJL. City of Boynton Beach is included as additional insured as respect GL /Auto /Umbrella, subject to written contract requiring same. 30 days notice of cancellation will be provided. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Boynton Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Diane LeRay, ACCORDANCE WITH THE POLICY PROVISIONS. Contract Administrator 124 E. Woolbright Road AUTHORIZED REPRESENTATIVE Boynton Beach, FL 33435 r Michael Christian /JAW — ,���6 �'` r ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS026 (201401) CITY ATTORNEY REQUEST TO AMEND AGENDA TO ADD TO CONSENT AGENDA • The City has an Agreement for General Consulting Services with MATHEWS CONSULTING, INC. • Mathews Consulting, Inc. has been acquired by Baxter & Woodman, Inc. and will now operate as MATHEWS CONSULTING, A BAXTER & WOODMAN COMPANY. • Baxter & Woodman, Inc. has requested that the City formalize its consent to the assignment of the Agreement for General Consulting Services. • Consents to assignment following mergers are routine and there appears to be no reason why this specific consent should not be granted.