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Legislation
Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 07-01544 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO ACCEPT AN ASSIGNMENT OF AN
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FROM PARAGON
DENTAL SERVICES, INC. (HEREINAFTER REFERRED TO AS "PARAGON"), A
FLORIDA CORPORATION, TO STARMARK BENEFITS, INC. (HEREINAFTER
REFERRED TO AS "STARMARK"), A FLORIDA CORPORATION, AMENDING THE
ORIGINAL SERVICE AGREEMENT DATED DECEMBER 2, 2004, BUT
EFFECTIVE AS OF JANUARY 1, 2005, TO REFLECT THE ASSET PURCHASE
AGREEMENT BY STARMARK FROM PARAGON.
WHEREAS, pursuant to Resolution No. 04-0636, adopted September 23, 2004, the City
Commission authorized the City Manager to negotiate a professional services agreement with
Paragon Dental Services, Inc. ("Paragon"); and
WHEREAS, pursuant to Resolution No. 04-0674, adopted October 14, 2004, the City Commission
authorized the City Manager to execute a professional service agreement with Paragon; and
WHEREAS, Starmark Benefits, Inc. ("Starmark") entered into an asset purchase agreement with
Paragon on March 31, 2005; and
WHEREAS, pursuant to Section 1.12, Assignment of Contract, of Request for Proposal No. 03-04-
077, the successful proposer shall not assign during the term of the Contract any portion or part of the
Contract, except under and by virtue of written permission granted by the City of Miami through the
proper official;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by
reference and incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized{1} to accept an Assignment of an Agreement, in
substantially the attached form, from Paragon, to Starmark, amending the original service agreement
dated December 2, 2004, but effective as of January 1, 2005, to reflect the asset purchase agreement
by Starmark from Paragon.
Section 3. This Resolution shall become effective upon its adoption and signature of the Mayor.{2}
City of Miami Page 1 of 2 Printed On: 12/20/2007
File Number: 07-01544
APPROVED AS TO FORM AND CORRECTNESS:
JO�RE L. FERNANDEZ
CITY ?\TTORNEY vv.
Footnotes:
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 2 of 2 Printed On: 12/20/2007