Assignment and Assumption of Agreement with INOBBAR, LLC 02°lW r285-09
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This Assignment and Assumption of Assignment (the "Assignment") is entered into with
the date of 29 day of August, 2018, 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 (the "City'); INOBBAR, LLC DIBIA NOVUSOLUTIONS, a Florida limited liability
corporation, whose principal address is 3820 Northdale Blvd, Suite 205A, Tampa, FL 33624
(Inobbar, the "Assignor"); and GRANICUS LLC, a Minnesota limited liability company,
authorized to do business in Florida, whose principal address is 408 St. Peter Street Suite 600,
St. Paul, Minnesota 55102(Granicus, the"Assignee").
WITNESSETH:
WHEREAS, on March 5, 2014 the Mayor and City Commission, adopted Resolution No.
2014-28509, authorizing the administration to negotiate a contract with Inobbar, LLC. (Inobbar);
and
WHEREAS, on October 14, 2014, the City and Inobbar executed a Professional Services
Agreement, pursuant to Request for Proposals (RFP) No. 2014-001-MF, for an electronic agenda
system (the"Agreement"), which Agreement is incorporated herein by reference and attached as
Exhibit"1" hereto; and
WHEREAS, on July 18, 2018, Inobbar completed a company dissolution, consolidating
the company's operations into Granicus LLC (Granicus), which acquired Inobbar on August 9,
2017;and
WHEREAS, Granicus is authorized to do business in Florida and is the entity which is
operating the electronic agenda system for the City; and
WHEREAS, Granicus seeks the City Manager's consent ("Consent to Assignment") to
the assignment and assumption of the Agreement from Inobbar ("Assignor") to Granicus
("Assignee"); and
WHEREAS, pursuant to Section 10.3 of the Agreement, any assignment of the
Agreement requires the written consent of the City Manager.
NOW, THEREFORE, the City Manager, Inobbar and Granicus, 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. Inobbar hereby assigns and transfers to Granicus all of its right, title, interest, and
obligations in and to the Agreement.
3. Granicus hereby accepts the assignment of the Agreement and further assumes and agrees
to perform all of the duties and obligations of Inobbar under the Agreement, and further
agrees to be liable and subject to all conditions and restitutions to which Inobbar is subject
to under the Agreement.
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4. Upon execution of this Consent to Assignment and Assumption of Agreement, and for
purposes of interpreting the Agreement, all references to Inobbar, under the Agreement.
shall hereinafter be deemed to refer to Granicus.
5. Granicus agrees to honor and maintain all required warranties and responsibilities for all
projects previously completed by Inobbar;and any ongoing project that Inobbar has with the
City, as of the effective date of this Consent to Assignment.
6. Simultaneously herewith, Granicus shall 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:
GRANICUS LLC
408 St. Peter Street, Suite 600
St. Paul, Minnesota 55102
Attn: Business and Contracts
Tel: (800) 314-0147
Fax: N/A
Email: contractsearanicus.com
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Inobbar LLC and Granicus LLC, have caused this Assignment
to be executed by their appropriate officials, as of the date first entered above.
FO' ON RACTOR ASSIGNOR : INOBBAR LLC
ren
By: f
Chief 'inancial Officer Chief r.i tiv• r icer
Eric Gibson Mark 'ones
Print Name Print Name
Date: 9.12.2018
FOR NE CONTRACTOR ASSIGNEE : GRANICUS LLC
By: el FA Zid
Chief Financial Officer Cecu i - Officer
Eric Gibson Mar Hynes
Print Name Print Name
Date: 9.12.2018
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment, pursuant to subsection 10.3 of
the Agreement, without warranties of any kind whatsoever being made incident to this Consent or
the Assignment.
FOR CITYMANGER: Mi --CITY OF MIAMI BE.CH, FLORIDA
ATTEST:
:INCORG fX ttrfit
By: a. �. co 7b
Rat.el Gra:do, City Cl-^aq" . _ N +' , y L. M. •17anager
, H 26" /
Date: c/I11
APPROVED AS TO
FORM & LANGUAGE
•
&FOEXECUTION
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`� City Attorney y!;,r Dote
EXHIBIT 1
AGREEMENT
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