Loading...
HomeMy WebLinkAboutR-2026-127 Second Amendment HZIP LLC - Name Change to Bright Wheeler Group LLCRESOLUTION NO. 2026-127 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICALS TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT WITH BRIGHT WHEELER GROUP LLC, FORMERLY KNOWN AS HZIP LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO REFLECT A CORPORATE NAME CHANGE; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City and HZIP LLC entered into an Agreement for Pier Concession Management Services under Request for Proposals No. 24-011, which was approved by the City Commission pursuant to Resolution No. 2024-120 (the “Agreement”); and WHEREAS, on September 14, 2026, the HZIP agreement was amended to authorize reimbursement for electronic payment service fees; and WHEREAS, HZIP LLC amended its Articles of Organization to change its legal name to Bright Wheeler Group LLC, while retaining Florida Document No. L23000413387 and Federal Employer Identification Number 93-3224546; and WHEREAS, the parties desire to amend the Agreement solely to reflect the Contractor’s legal name change, as reflected in the Second Amendment to the underlying Agreement attached and incorporated by reference into this Resolution as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above “WHEREAS” clauses are ratified and confirmed, and they are made a part of and incorporated into this Resolution by this reference. Section 2. That the City Commission authorizes the execution of Second Amendment to the Pier Concession Management Services Agreement, as HZIP LLC amended its Articles of Organization to change its legal name to Bright Wheeler Group LLC, while retaining Florida Document No. L23000413387 and Federal Employer Identification Number 93- 3224546, and the parties desire to amend the Agreement solely to reflect the Contractor’s legal name change. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. RESOLUTION #2026-127 Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on September 14, 2026. Motion by Commissioner Lewellen, second by Vice Mayor Salvino. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ERIN MCCLENDON JOYCE L. DAVIS DEPUTY CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY 1 SECOND AMENDMENT TO AGREEMENT FOR PIER CONCESSION MANAGEMENT SERVICES THIS SECOND AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of the___________________, 2026 (the “Effective Date”), by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the “City”), and BRIGHT WHEELER GROUP LLC, formerly known as HZIP LLC, a Florida limited liability company (the “Contractor”). RECITALS WHEREAS, the City and HZIP LLC entered into an Agreement for Pier Concession Management Services under Request for Proposals No. 24-011, which was approved by the City Commission pursuant to Resolution No. 2024-120 (the “Agreement”); and WHEREAS, HZIP LLC amended its Articles of Organization to change its legal name to Bright Wheeler Group LLC, while retaining Florida Document No. L23000413387 and Federal Employer Identification Number 93-3224546; and WHEREAS, the parties desire to amend the Agreement solely to reflect the Contractor’s legal name change. NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Name Change. Effective as of the Effective Date, each reference in the Agreement to “HZIP LLC,” “HZIP,” or the “Contractor” shall mean Bright Wheeler Group LLC, formerly known as HZIP LLC. This Amendment reflects a legal name change only and does not constitute or authorize an assignment, transfer, delegation, or novation of the Agreement or any right, duty, or obligation arising under it. 2. Contractor Representations. The Contractor represents and warrants that: (a) Bright Wheeler Group LLC is the same legal entity that entered into the Agreement as HZIP LLC; (b) the name change did not alter the Contractor’s ownership, organizational structure, Florida Document Number, Federal Employer Identification Number, assets, liabilities, rights, duties, or obligations; (c) the Contractor remains authorized to transact business in Florida and to perform the Agreement; and (d) all obligations, warranties, indemnities, insurance requirements, and liabilities of HZIP LLC under the Agreement remain binding upon Bright Wheeler Group LLC without interruption. 2 3. Administrative Records. The Contractor shall promptly provide the City with any updated insurance certificates, licenses, permits, tax forms, payment records, and other vendor documentation reasonably required to reflect its new legal name. The City’s use of the former name in records created before the Effective Date does not affect the enforceability of the Agreement. 4. Ratification; Conflict. Except as expressly amended by this Amendment, the Agreement remains unchanged and in full force and effect and is ratified and confirmed by the parties. If a conflict exists between this Amendment and the Agreement, this Amendment controls solely with respect to the subject matter of this Amendment. 5. Defined Terms. Capitalized terms not defined in this Amendment have the meanings assigned to them in the Agreement. 6. Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic and digitally transmitted signatures shall have the same force and effect as original signatures. SIGNATURES ON THE FOLLOWING PAGES 3 IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and year first written above. CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO LEGAL FORM AND CORRECTNESS EVE A. BOUTSIS, CITY ATTORNEY CANDIDO SOSA-CRUZ, ICMA-CM CITY MANAGER 4 CONTRACTOR: WITNESSES: BRIGHT WHEELER GROUP LLC, (FORMERLY HZIP LLC) a Florida limited liability company SIGNATURE SIGNATURE PRINT Name PRINT Name SIGNATURE Title PRINT Name STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, on , 2026, by _______________ (name), _______________________ (title), of Bright Wheeler Group, LLC (formerly known as HZIP LLC), a Florida limited liability company, who is personally known to me or has produced as identification. NOTARY PUBLIC My Commission Expires: State of Florida