Agreement with Prime Government Solutions, INC. and Granicus LLC 2022 - 3 2.I 31M.‘
DocuSign Envelope ID:BC7E32FA-962E-4C7B-A1 BE-BOD1 C5C16C82
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ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
•
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
8/1/2023 110:24 EDT
This Consent of Assignment(the"Assignment") is entered into with the date of__day of
2023, by and among the CITY OF MIAMI BEACH, a Florida municipal corporation, whose address is 1700
Convention Center Drive, Miami Beach, Florida 33139 (the 'City"); PRIME GOVERNMENT SOLUTIONS,
INC., a Utah Corporation, whose principal address is 912 Capital of Texas Highway S., Suite 180, Austin,
Texas,78746(the"Assignor`);and GRANICUS LLC a Minnesota Limited Liability Company,whose principal
address is 408 Saint Peter Street, Suite 600, St. Paul, Minnesota, 55102(the"Assignee").
WITNESSETH:
WHEREAS, on October 26, 2022, the Mayor and City Commission awarded and authorized the
execution of the Agreement with Prime Government Solutions, Inc., for an electronic agenda management
system(RFP)No.2022-056-WG; and
WHEREAS the City and Prime Government Solutions, Inc., entered into an Agreement dated May
10, 2023 (the "Agreement"), which is incorporated herein by reference and attached as Exhibit "1" hereto;
and
WHEREAS,on October 12,2022,Prime Government Solutions, Inc.,was acquired by Granicus LLC;
and
WHEREAS, Prime Government Solutions, Inc., seeks the City's consent to the assignment and
assumption of the Agreement from Prime Government Solutions, Inc.to Granicus LLC; and
WHEREAS, pursuant to Section 10.3, "Assignment, Transfer or Subconsulting" of the Agreement,
any assignment of the Agreement requires the written consent of the City Manager;and
NOW, THEREFORE, the City, Prime Government Solutions, Inc., and Granicus LLC; for and in
consideration of the mutual covenants, agreements, and undertakings herein contained, mutually covenant
and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this Assignment.
2. Prime Government Solutions, Inc., hereby assigns and transfers to Granicus LLC; all of its rights, title,
interest, and obligations in,and to the Agreement by and between Prime Government Solutions, Inc.,
and the City of Miami Beach dated 10"1 day of May 2023,for an electronic agenda management system,
which Agreement is incorporated herein by reference and attached as"Exhibit 1"hereto.
3. Granicus LLC hereby accepts the Assignment of the Agreement and further assumes and agrees to
perform all of the duties and obligations of Prime Government Solutions, Inc., under the Agreement,
and further agrees to be liable and subject to all conditions and restitutions to which Prime Government
Solutions; Inc., is subject to under the Agreement.
•
J
4
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4. Upon execution of this Assignment, and for purposes of interpreting the Agreement, all references to
Prime Government Solutions, Inc., under the Agreement, shall hereinafter be deemed to refer to
Granicus LLC.
5. Granicus LLC agrees to honor and maintain all required warranties and responsibilities for all projects
previously completed by Prime Government Solutions, Inc., and any ongoing project that Prime
Government Solutions, Inc. has with the City as of the effective date of this Assignment.
6. Simultaneously herewith, Granicus LLC shall furnish to the City's Risk Manager, Certificates of
Insurance or endorsements evidencing the insurance coverage as specified in the Agreement.
7. Granicus LLC hereby represents and warrants that it has completed a transaction to acquire, among
other assets, Prime Government Solutions, Inc.
8. All written notices given to the Consultant under the Agreement shall be addressed to the following:
Granicus LLC
408 Saint Peter Street, Suite 600
St.Paul, Minnesota, 55102
Attn:AJ Coggins
Tel:423-212-6133
Email:contracts a(�granicus.com
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Prime Government Solutions, Inc., and Granicus LLC have caused this
Assignment to be executed by their appropriate officials as of the date first entered above.
FOR CONTRACTOR(ASSIGNOR): PRIME GOVERNMENT SOLUTIONS,INC.
/--DocuSigned by:
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Contracts Manager
• Kimberly Rosenberger
Print Name
Date: 7/26/2023
FOR NEW CONTRACTOR (ASSIGNEE): GRANICUS LLC
DocuSigned by:ell4z
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Contracts Manager
Alex Bern
•
Print Name
Date: 7/26/2023
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment and Assumption Agreement,
pursuant to Section 10.3, "Assignment, Transfer or Subconsulting" 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: ,-DocuSigned by:
Oat,, f. araalh (y
By izGG: `Po('
We ' rana`clo, City Clerk Alina T. Huda City Manager
Date: 8/1/2023 I 10:24 EDT APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
O7/l8kz3
."City Attorney 's ' Date
j,
DocuSign Envelope ID:BC7E32FA-962E-4C7B-A1 BE-BOD1 C5C16C82
DocuSign Envelope ID:EFD48765-D9B5-411B-9D75-ECBE9D6474C9 •
MIAMI BEACH
2022-056-WG Electronic Agenda Management System
Prime Government Solutions,Inc.to Granicus LLC City Clerk
I ...i,.itr`h C 1v XTk3u..+} rjsr£n:'0 t s!f __ ,� c�:<ttr(:
Rafael Granado g. 0 7/31/2023 9:?�/ DT
x Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement •
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type S—Grant agreements with the City as the grantor Type 8—Other:
-
On October 26,2022,the Mayor and City Commission awarded and authorized the execution of the Agreement with Prime
Government Solutions, Inc., for an electronic agenda management system (RFP) No. 2022-056-WG. The City and Prime
Government Solutions,Inc.,entered into an Agreement dated May 10,2023.
On June 29,2023,the Contractor notified the City Clerk's Office that Granicus LLC acquired Prime Government Solutions,Inc.
and that the Agreement needed to be reassigned to Granicus LLC.The City Attorney's Office has form approved the attached
consent of assignment agreement,and the vendor has signed it.
Based on the authority established in Section 10.3 that authorizes the City Manager to approve the assignment,this item seeks
the City Manager's signature on the attached consent of assignment.
•iry�N^F fAL• • • I rictf.11 _iiirai 16� 'fl} y�aZ ii`.i iT:'•'^,('� ;1"_i:�-1!
5/10/2023 through 5/9/2028 N/A �•L! {{tL Five years
i�S.tom.�1a£�,.s,4lxf<)�
Grant Funded: Yes I X No State Federal Other:
L'1.EV. •
1 N/A No fiscal impact. Yes X No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
City Commission Approved: Yes X No Resolution No.: r CC Agenda Item No.: CC Meeting Date:
If no,explain why CC approval is not required: Section 10.3,"Assignment,Transfer or Subconsulting,"of the RFP requires
the written consent of the City Manager for the assignment of the Agreement.
Legal Form Approved: X I Yes I No If no,explain below why form approval is not necessary:
_ a'7iu:irF,qf jf i - it 1.'si
Procurement: Grants: N/A
Alex Denis A4.q:, 7/28/2023 1 3:52 EDT
Budget: N/A Information Technology: N/A
Tameka Otto Stewart
Risk Management: N/A Fleet&Facilities: N/A
Human Resources: N/A Other: N/A
(-OS DS
6� Reviewed by Theresa Buigas t. Reviewed by Monica Garcia
DocuSign Envelope ID:BC7E32FA-962E-4C7B-A1 BE-BOD1 C5C16C82
DocuSign Envelope ID:EFD48765-D9B5-411B-9D75-ECBE9D6474C9
MIAMI '•jEAC
2022-056-WG Electronic Agenda Management System
t tL , • �3':itYz (c..s t:ieti
Prime Government Solutions,Inc.to Granicus LLC City Clerk
aj':ViA..,�st1.7131^-Ltt,,'�a'L.IL^Y1.,+.s`::r'44,01t? • r=(�`.,.Inl!+�..r�-c!_L4..i4 t�� . �
Rafael Granado 7/31/2023 I 9:0I/ DT
RafEir 6.�tntw io
'g,k; .,.a T. _Ji . i..,,t ti) • • -. _ _ .
x Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
!!I Type 3-Independent Contractor Agreement(ICA) Type 6-Tenant Agreement
Type 4.-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement
Type 5-Grant agreements with the City as the grantor Type 8-Other:
On October 26,2022,the Mayor and City Commission awarded and authorized the execution of the Agreement with Prime
Government Solutions, Inc., for an electronic agenda management system (RFP) No. 2022-056-WG. The City and Prime
Government Solutions,Inc.,entered into an Agreement dated May 10,2023.
On June 29,2023,the Contractor notified the City Clerk's Office that Granicus LLC acquired Prime Government Solutions,Inc.
and that the Agreement needed to be reassigned to Granicus LLC.The City Attorney's Office has form approved the attached
consent of assignment agreement,and the vendor has signed it.
Based on the authority established in Section 10.3 that authorizes the City Manager to approve the assignment,this item seeks
the City Manager's signature on the attached consent of assignment.
• "`.. tj :'4;' ,u�'t�»»-.. . :':... ,`�..%°.t':tf"&t,_offD=.:',TPiaifti :s a}i l
5/10/2023 through 5/9/2028 N/A Five years
Grant Funded: Yes X No State Federal Other:
5.:t'"�"fb. !_e�<�tlx,�'...r1 � .,. • t��A i r: '., t..i..,}f1Zz�?11 t:��3t7�
1 N/A No fiscal impact. Yes X No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
City Commission Approved: Yes X No Resolution No.: CC Agenda Item No.: CC Meeting Date:
If no,explain why CC approval is not required: Section 10.3,"Assignment,Transfer or Subconsulting,"of the RFP requires
the written consent of the City Manager for the assignment of the Agreement.
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
. yf
Procurement: Grants: N/A
Alex Denis aw w:, 7/28/2023 1 3:52 EDT
Budget: �NF/q Information Technology: N/A
Tameka Otto Stewart
Risk Management: N/A Fleet&Facilities: N/A
Human Resources: N/A Other: N/A
(—os ,--DS
151' Reviewed by Theresa Buigas ` /14G Reviewed by Monica Garcia
Granado, Rafael
From: DocuSign NA3 System <dse_NA3@docusign.net> on behalf of Jorge Gueimunde via
DocuSign <dse_NA3@docusign.net>
Sent: Tuesday, August 1, 2023 10:25 AM
To: Granado, Rafael
Subject: Completed: Consent of Assignment between Prime Government Solutions Inc and
Granicus LLC
Attachments: Consent of Assignment between Prime Government Solutions Inc and Granicus LLC
Executed by CM 7-31-20.pdf; Consent of Assignment between Prime Government
Solutions Inc and Granicus LLC Contract Cover Sheet.p.pdf
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VIEW COMPLETED DOCUMENTS
Jorge Gueimunde
JorgeGueimunde@miamibeachfl.gov
All parties have completed Consent of Assignment between Prime Government
Solutions Inc and Granicus LLC .
Good Day.
Attached, please find the Consent of Assignment between Prime Government
Solutions Inc and Granicus LLC. Please review and sign where indicated. Resolution
2022-32339 Commission Meeting 10/26/2022 Item C2-A.
Thank you,
Jorge G
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