2017-29703 Reso RESOLUTION NO. 2017-29703
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGMENT OF THE
AGREEMENT BETWEEN THE CITY AND UNIFY, INC. (ASSIGNOR), FOR
MAINTENANCE OF THE TELECOMMUNICATIONS SYSTEMS AT VARIOUS
CITY FACILITIES, TO ATOS IT SOLUTIONS & SERVICES, INC. (ASSIGNEE), AS
THE SUCCESSOR-IN-INTEREST BY ACQUISITION; AND FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE CONSENT
TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN
THE FORM ATTACHED TO THIS RESOLUTION.
WHEREAS, on July 13, 2011, the Mayor and City Commission approved the award of a
contract between the City of Miami Beach and Unify, Inc. (Unify), for Maintenance of the
Telecommunications Systems at Various City Facilities; and
WHEREAS, on August 3, 2011, a certification of contract was executed and entered into by
the City of Miami Beach and Unify, pursuant to the Invitation to Bid (ITB) No. 28-10/11, to
provide Maintenance of the Telecommunications Systems at Various City Facilities (the
"Agreement"); and
WHEREAS, on or about January, 2016, Atos IT Solutions & Services, Inc, (Atos),
completed a transaction to acquire Unify, with Atos emerging as Unify's corporate parent entity;
and
WHEREAS, Unify and Atos seek the City's consent to assign the Agreement from Unify to
Atos, as successor-in-interest by acquisition; and
WHEREAS, pursuant to the Agreement, any assignment of the Agreement requires the
written consent of the Mayor and City Commission; and
WHEREAS, the Administration has conducted its due diligence and recommends that the
Mayor and City Commission approve the Assignment and Assumption of the Agreement (the
Assignment), and further authorize the Mayor and City Clerk to execute the Consent to
Assignment and Assumption of the Agreement (the Consent), substantially in the form attached
as Exhibit "1" hereto; and
WHEREAS, pursuant to the Assignment, Atos will assume all of Unify's obligations and
responsibilities under the Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve the assignment of the Agreement between the City and Unify Inc.
(Assignor), for Maintenance of the Telecommunications Systems at various City Facilities, to
Atos IT Solutions & Services, Inc. (Assignee), as the successor-in-interest by acquisition; and
further authorize the Mayor and City Clerk to execute the Consent to Assignment and
Assumption of Agreement, substantially in ,am_„pit led to this Resolution.
PASSED AND ADOPTED this ' 44411 17.
ATTEST: � V7
g ,. APPROVED AS TO
ORATED: • FORM&LANGUAGE
Zee ( ;'� INCORP &FOR EXECUTION
Rafae E. Granado, City •lerk °,�/'hill••∎-,ire, ayor
.....- 14- OtA, 06. i((C
Clty Attorney app Date
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This Assignment and Assumption of Assignment (the Assignment) is entered into
as of January 01, 2017, by and among the CITY OF MIAMI BEACH (the City), a Florida
municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139 ("City"); Unify, Inc., a Florida corporation, whose principal address is
5500 Broken Sound Blvd, Boca Raton, FL. 33487 ("Unify" or "Assignor"); and Atos IT
Solutions & Services, Inc., a New York corporation, whose principal address is 2500
Westchester Avenue, Suite 300, Purchase, NY. 10577, authorized to do business in
Florida ("Atos" or"Assignee").
WITNESSETH:
WHEREAS, on July 13, 2011, the Mayor and City Commission approved the
award of a contract between the City and Unify, Inc, pursuant to Invitation to Bid (ITB)
No. 28-10/11, to provide Maintenance of the Telecommunications Systems at Various
City Facilities; and
WHEREAS, the City and Unify executed an agreement dated August 3, 2011
(the Agreement), which Agreement is incorporated herein by reference and attached as
Exhibit "1"here to;
WHEREAS, on or about January, 2016, Atos IT Solutions & Services, Inc, (Atos),
completed a transaction to acquire Unify, with Atos emerging as Unify's corporate parent
entity; and
WHEREAS, Unify and Atos seek the City's consent to the assignment of the
Agreement from Unify to Atos; and
WHEREAS, pursuant to Section F of the Agreement, any assignment of the
Agreement requires the written consent of the Mayor and City Commission; and
WHEREAS, on January 11th, 2017, the Mayor and City Commission adopted
Resolution No. authorizing the Mayor and City Clerk to execute the
Consent to Assignment and Assumption of Agreement set forth below, and approving
the assignment to Atos of the obligations and responsibilities of Unify under the
Agreement.
NOW, THEREFORE, the City, Unify and Atos, for and in consideration of the
mutual covenants, agreements and undertakings herein contained, do by these presents
mutually covenant and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this
Assignment.
2. Unify hereby assigns and transfers to Atos all of its right, title, interest, and
obligations in and to the Agreement by and between Unify and the City of Miami
Beach (the City) dated January 1, 2017, for Maintenance of the Telecommunications
Systems & Services at Various City Facilities (the Agreement), which Agreement is
incorporated herein by reference and attached as Exhibit 1 here to.
3. Atos hereby accepts the assignment of the Agreement and further assumes and
agrees to perform all of the duties and obligations of Unify under the Agreement, and
further agrees to be liable and subject to all conditions and restitutions to which Unify
is subject to under the agreement.
4. Upon execution of this Assignment and Consent to Assignment and Assumption of
Agreement, and for purposes of interpreting the Agreement, all references to Unify
or Consultant, under the agreement, shall hereinafter be deemed to refer to Atos.
5. Atos agrees to honor and maintain all required warranties and responsibilities for all
projects previously completed by Unify, as well as any ongoing projects that Unify
has with the City as of the effective date of this Consent to Assignment (January 1,
2017).
6. Atos agrees to furnish to the City's Risk Manager, Certificates of Insurance or
endorsements evidencing the insurance coverage as specified in the Agreement.
7. All written notices given to the Consultant under the Agreement shall be addressed
to:
Atos IT Solutions & Services, Inc.
2500 Westchester Avenue, Suite 300
Purchase, NY. 10577
Attn: Legal Department
Attn: Byron Nesbit
Tel: 704-408-3732
Email:
8. The Mayor and Commission of the City of Miami Beach, Florida hereby consents to
the assignment of the Agreement from Unify, Inc. (Assignor), to Atos IT Solutions &
Services, Inc. (Assignee).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
•
IN WITNESS WHEREOF, Atos and Unify have caused this Assignment to be
executed by their appropriate officials, as of the date first entered above.
FOR CONSULTANT (ASSIGNOR): UNIFY, INC.
ATTEST:
By:
Secretary President
Print Name Print Name
Date:
FOR NEW CONSULTANT (ASSIGNEE): ATOS IT SOLUTIONS & SERVICES INC.
ATTEST:
By:
Secretary President
Print Name Print Name
Date:
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
City's acknowledgement and consent to the Assignment, pursuant to Section F of
the Agreement, without warranties of any kind whatsoever being made incident
to this Consent or the Assignment.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael Granado, City Clerk Philip Levine, Mayor
APPROVED AS TO
Date: FORM&LANGUAGE
&FOR EXECUTION
City Attorney giNtg Date
EXHIBIT 1
AGREEMENT
Resolutions - C7 I
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: January 11, 2017
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF THE
AGREEMENT BETWEEN THE CITY AND UNIFY, INC. (ASSIGNOR), FOR
MAINTENANCE OF THE TELECOMMUNICATIONS SYSTEMS AT VARIOUS CITY
FACILITIES, TOATOS IT SOLUTIONS & SERVICES, INC. (ASSIGNEE), AS THE
SUCCESSOR-IN-INTEREST BY ACQUISITION; AND FURTHER AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT
AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE FORM
ATTACHED TO THIS RESOLUTION, AS APPROVED BY THE CITY ATTORNEY'S
OFFICE.
RECOMMENDATION
Approve the Resolution.
ANALYSIS
On July 13, 2011, the Mayor and City Commission approved the award of a contract between
the City of Miami Beach and Unify, Inc. (Unify), for Maintenance of the Telecommunications
Systems at various City facilities.
On August 3, 2011, a certification of contract was executed and entered into by the City of Miami
Beach and Unify, pursuant to the Invitation to Bid (I TB) No. 28-10/11.
On, or about January, 2016 Atos IT Solutions & Services, Inc. (Atos), completed a transaction to
acquire Unify, with Atos emerging as Unify's corporate parent entity, of which the City was
notified on or about November 1, 2016.
Pursuant to the agreement, any assignment of the agreement requires the written consent of the
Mayor and City Commission.
Consequently, Unify and Atos seek the City's consent to assign the Agreement from Unify to
Atos, as successor-in-interest by acquisition.
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CONCLUSION
Administration has conducted its due diligence and recommends that the Mayor and City
Commission approve the Assignment and Assumption of the Agreement, and further authorize
the Mayor and City Clerk to execute the Consent to Assignment and Assumption of the
Agreement.
Legislative Tracking
Information Technology/ Procurement
ATTACHMENTS:
Description
o Resolution
o Consent to Assignment &Assumption of Agreement
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