HomeMy WebLinkAboutExhibitACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT
This Acceptance of Assignment and Assumption of the Agreement ("Acceptance of
Assignment") is entered into this day of , 2020, between the City of
Miami, a municipal corporation of the state of Florida ("City"), and PSI Services LLC ("PSI"), a
foreign limited liability company authorized to conduct business in the state of Florida
("Assignee"), with its principal place of business at 611 North Brand Boulevard, 10t" Floor,
Glendale, CA 91203.
RECITALS
WHEREAS, on or about September 29, 2017, EB Jacobs, LLC, a foreign limited liability
company authorized to conduct business in the state of Florida ("Assignor" or "Provider"), was
fully acquired by PSI; and
WHEREAS, the Assignee, has acquired and assumed the Assignor's business interests,
rights and responsibilities under the Contract and/or otherwise accepted the assignment of the
Contract from the Assignor;
WHEREAS, pursuant to Agreement Article 17, Assignment, the Agreement "shall not be
assigned by Provider, in whole or in part, without the prior written consent of the City"; and
WHEREAS, the City will consent to such assignment and assumption upon the terms and
conditions herein;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
TERMS:
1. RECITALS: The recitals herein are true and correct and are hereby incorporated into
and made a part of this Acceptance of Assignment.
2. CITY'S CONSENT: The City hereby acknowledges and consents to this Assignment of
the Agreement between the City and Assignor for incorporation of Assignee to the Agreement for
the provision of Police Captain and Sergeant Examination Processes, contingent upon:
(1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its
entire rights, and delegates its entire obligations under the Contract to Assignee.
(2) Assignee hereby accepts the assignment and/or assumption of the Contract from
Assignor and acknowledges and represents to the City that it will abide by and assume
each and every term, obligation and condition of the Contract, including, but not limited
to, each and every responsibility, duty and obligation of Assignor set forth in the
Contract, on the date of this assignment and assumption of the Contract.
(3) Execution of this Acceptance of Assignment. By execution of this Acceptance of
Assignment, the Assignee accepts all terms set forth and affirms the authority as an
authorized signatory who can and is binding the Assignee to these terms.
(4) Execution of this Acceptance of Assignment. By execution of this Acceptance of
Assignment the Assignee agrees to the Terms and Conditions and provisions
contained in the solicitation and contained herein.
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3. NOTICES: All notices or other communications required under this Contract shall be
in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt
requested, addressed to the other Party at the address indicated herein or to such other address
as a Party may designate by notice given as herein provided. Notice shall be deemed given on
the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date
of actual receipt, whichever is earlier.
TO ASSIGNEE:
Dr. Janet Echemendia
PSI Services LLC
611 South Burrowes Street
State College, PA 16801
TO THE CITY:
Arthur Noriega V
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130
With copies to:
Annie Perez, CPPO
Procurement Director
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
Victoria Mendez
City Attorney
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
Angela Roberts
Director, Human Resources
444 SW 2nd Avenue, 7th Floor
Miami, FL 33130
4. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in
counterparts, each of which shall be an original as against either Party whose signature appears
thereon, but all of which taken together shall constitute but one and the same instrument. An
executed facsimile or electronic scanned copy of this Agreement shall have the same force and
effect as an original. The parties shall be entitled to sign and transmit an electronic signature on
this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other parties an original signed Agreement upon
request.
5. GOVERNING CONDITIONS: All remaining terms of the Contract, not specifically
changed herein, and any amendment or addendum hereto, shall remain in full force and effect
through the remaining term of the Contract to include any/all renewals and/or extensions.
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IN WITNESS WHEREOF, the provider hereto has caused this instrument to be executed by
their respective officials thereunto duly authorized, as of the day and year first above written.
ATTEST:
"Assignee"
PSI Services LLC,
a foreign limited liability company authorized to
conduct business in the state of Florida
By: By:
Print Name:
Title:
(Corporate Seal)
ATTEST:
Print Name:
Title:
"City"
City of Miami,
a Florida municipal corporation
By:
Todd B. Hannon, City Clerk Arthur Noriega V, City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Ann -Marie Sharpe, Director
Risk Management Department
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Attachment "A"
Documentation of Assignee's Acquisition of Assignor
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ATTACHMENT A
December 6, 2019
City of Miami Procurement Department
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
Regarding: EB Jacobs, LLC acquisition by PSI Services LLC
To Whom It May Concern:
In response to the request of November 26, 2019, please accept this letter as documentation
that PSI Services LLC fully acquired EB Jacobs, LLC on September 29, 2017.
EB Jacobs, LLC is now known as PSI Services LLC. Dr. Janet Echemendia, who managed
EB Jacobs for nearly 20 years and served as President from 2007 to 2017, is continuing to
manage the EB Jacobs team and all EB Jacobs clients. In addition, Dr. Jay Silva, the Project
Manager on all Miami Police Department projects since 1998 continues in the same role and is
currently managing ongoing promotional examination projects for Sergeant and Captain
positions. With that said, PSI Services LLC will honor all existing contracts with no interruption
of services provided to the Miami Police Department.
In closing, if you have any questions or concerns, feel free to contact me at
csmall@psionline.com.
Respectfully yours,
Chris Small
Senior Vice President,
Talent Management
PSI Services LLC
Corporate Headquarters:
PSI Services LLC
611 N. Brand Blvd., 10th floor
Glendale, CA 91203
Toll -Free: 800-367-1565
www.psionline.com
State College Office:
300 South Burrowes Street
State College, PA 16801
Phone: 814-237-5997
Toll -Free: 800-367-5214
Fax: 814-237-4886