HomeMy WebLinkAboutR-2022-186 SEPI, Inc. to TranSystems Consultants Assignment and Assumption Agreement with Novation RESOLUTION NO. 2022-186
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
ENTER INTO AN "ASSIGNMENT AND ASSUMPTION AGREEMENT
WITH NOVATION" WITH TRANSYSTEMS CORPORATION D/B/A/
TRANSYSTEMS CONSULTANTS ("TRANSYSTEMS"), WHICH FIRM
PURCHASED SEPI, INC., WHICH HAS A CONTINUING AGREEMENT
UNDER THE CITY REQUEST FOR QUALIFICATIONS ("RFQ") NO. 22-010
FOR PLANNING CONSULTING SERVICES POOL; WHICH ASSIGNMENT
AND ASSUMPTION AGREEMENT IS ATTACHED TO AND
INCORPORATED BY REFERENCE INTO THIS RESOLUTION AS EXHIBIT
"A"; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City issued a Request for Qualifications (RFQ No. 22-010) on March 7,
2022, to enter into agreements with various qualified planning consultants to provide planning
consulting services for various City projects; and
WHEREAS, the City adopted Resolution No. 2022-075, authorizing "continuing
contracts" with the following firms: The Corradino Group; SEPI, Inc.; Leigh Robinson Kerr and
Associates, Inc. and Calvin, Giordano and Associates, Inc.; and
WHEREAS, each firm's continuing contract expires December 31, 2025, allowing the
City to terminate any contract after notice, and allowing the City to select one of the firms for a
specific project and authorize a work order with each firm on an as-needed basis as projects arise
for the City; and
WHEREAS,the firm "SEPI, Inc." ("SEPI") was purchased by TranSystems Corporation
d/b/a/ TranSystems Consultants ("TranSystems") , effective September 20, 2022, and seeks to
have the underlying SEPI Agreement assigned to TranSystems; and
WHEREAS, the City Administration has completed its due diligence and has no
objection to the assignment of the City's continuing services agreement from SEPI to
TranSystems as SEPI is being incorporated into TranSystems; and
WHEREAS,the City Administration recommends that the "Assignment and Assumption
Agreement with Novation" attached and incorporated by reference into this Resolution as
Exhibit "A" be approved, and that the appropriate City officials are authorized to execute the
document;
NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH,FLORIDA:
Section 1. That the foregoing "WHEREAS" clauses are ratified and confirmed as
being true and correct, and they are made a specific part of and incorporated into this Resolution
by this reference.
Section 2. That the proper City officials are authorized to execute the "Assignment
and Assumption Agreement with Novation", which agreement is attached and incorporated by
reference into this Resolution as Exhibit"A".
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in full force and take effect immediately upon
its passage and adoption.
PASSED AND ADOPTED on December 13, 2022.
ATTEST: ��► B �
THOMAS SCHNEIDER, CMC 1 �!d` ` ARCHIBAL I�4. R` A N IV
CITY CLERK LisoN7,, MAYOR
_—
APPROVED AS TO FORM AND CORRECTNESS:
IPA ig
E E A BOUT! S
C TY A TTO' Y
2 RESOLUTION#2022-186
EPI, Inc.; Leigh Robinson Kerr and
Associates, Inc. and Calvin, Giordano and Associates, Inc.; and
WHEREAS, each firm's continuing contract expires December 31, 2025, allowing the
City to terminate any contract after notice, and allowing the City to select one of the firms for a
specific project and authorize a work order with each firm on an as-needed basis as projects arise
for the City; and
WHEREAS,the firm "SEPI, Inc." ("SEPI") was purchased by TranSystems Corporation
d/b/a/ TranSystems Consultants ("TranSystems") , effective September 20, 2022, and seeks to
have the underlying SEPI Agreement assigned to TranSystems; and
WHEREAS, the City Administration has completed its due diligence and has no
objection to the assignment of the City's continuing services agreement from SEPI to
TranSystems as SEPI is being incorporated into TranSystems; and
WHEREAS,the City Administration recommends that the "Assignment and Assumption
Agreement with Novation" attached and incorporated by reference into this Resolution as
Exhibit "A" be approved, and that the appropriate City officials are authorized to execute the
document;
Iran Systems
October 27, 2022
City of Dania Beach
100 W Dania Beach Boulevard
Dania Beach,FL 33004
VIA OVERNIGHT MAIL
RE: Internal Reorganization: Consent to Assignment of contracts listed in Exhibit I
("Contracts")to TranSystems Corporation d/b/a TranSystems Corporation Consultants ("Assignee").
To whom this may concern:
I am writing to inform you that TranSystems Corporation d/b/a TranSystems Corporation
Consultants ("TranSystems")purchased SEPI Engineering& Construction, Inc., ("SEPT"),which
effective September 20, 2022, has been merged into TranSystems (the"Transaction"). TranSystems
now seeks to assume all of the rights and obligations of SEPI under all of the active Contracts between
SEPI and the City of Dania Beach.
The Transaction has significantly expanded our capabilities and strengthens our collective ability
to provide services to the City of Dania Beach.As a valued client, we assure you that you will not see
any change in your relationship with the professionals providing the services under the Contracts. There
will be no changes in the project management team,project account, or project staff providing services
under the Contracts as a result of the Transaction. The effect of the Transaction is that SEPI will cease to
be a party to the Contracts and TranSystems will become a party to the Contracts, on the same terms and
conditions as prior to the closing of the Transaction. Further, TranSystems has all qualifications and
licensing to continue to provide the services under the Contracts.
Included with this letter is an Assignment and Assumption Agreement with Novation (the
"Agreement") signed by both SEPI and TranSystems covering each of the Contracts listed in Exhibit Ito
the Agreement.
We understand these Contracts require your consent to any assignment and novation. We
respectfully request that you consent to assignment and novation for the Contracts substituting
TranSystems in place of SEPT. We are also including a W-9 for TranSystems which references
TranSystems' FEIN and payment information, along with the insurance certificates for TranSystems as
the Assignee. Any questions regarding payment information should be directed to Harriet Sutton at(816)
329-8700, or hmsutton@transystems.com.
We sincerely appreciate our business relationship and the opportunity to continue providing you
with high-quality services. If you have any questions or need further information, please feel free to
contact me at mjcavanaugh@transystems.com. Thank you for your consideration.
[1]
.M.SYstems>
Sin ,
Michael I. Cavanau
SVP and General Counsel
enclosure(s):
• Assignment and Assumption Agreement with Novation
• Exhibit I—Complete List of Open Contracts
• Exhibit II
• TranSystems W-9
• Merger/Acquisition Verification (Articles of Merger)
• Certificate of Authority
• Certification of Insurance
• ACH Instructions
[2]
TranSystems
A Iran Systems
www.transystems.com
ASSIGNMENT AND ASSUMPTION AGREEMENT WITH NOVATION
This Assignment and Assumption Agreement with Novation ("Agreement"), dated as of October 27, 2022 (the
"Effective Date"), is entered into by and between SEPI Engineering& Construction, Inc., a North Carolina
corporation ("Assignor"), City of Dania Beach ("Client"), and TranSystems Corporation d/b/a
TranSystems Corporation Consultants, a Missouri corporation, authorized to transact business in Florida
("Assignee"). Assignee's offices are located at 2400 Pershing Rd, Ste 400, Kansas City, MO 64108.
Assignor, Assignee, and Client are individually referred to herein as"Party"or collectively as "Parties."
WHEREAS, Assignor and Assignee entered into a transaction effective September 20, 2022,
whereby Assignee purchased Assignor("Transaction");
WHEREAS,Assignor desires to assign to Assignee all of its rights and to delegate to Assignee all
of its obligations under various service agreements as described on Exhibit I attached hereto (the
"Contracts");
WHEREAS, the Assignor will cease to be a party to the Contracts and Assignee will become a
party to the Contracts,on the same terms and conditions prior to the closing of the Transaction. Client will
not see any change in the services provided as a result of the Transaction. There will be no changes in the
project management team,project accounting, or project staff providing services under existing contracts
as a result of the Transaction;
WHEREAS, the Client desires to release Assignor from its obligations under the Contracts and
substitute Assignee as a party to the Contracts in Assignor's place; and
WHEREAS, Assignee desires to accept such assignment of rights and delegation of obligations
under the Contracts.
NOW, THEREFORE, in consideration of the mutual covenants,terms and conditions set out herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Assignor,Assignee, and Client agree as follows:
1. Assignment and Assumption.
1.1 Assignment. Assignor irrevocably assigns and transfers to Assignee all of Assignor's
duties, rights,title, and interest in and to the Contracts.
1.2 Assumption.Assignee unconditionally accepts the assignment and transfer of Contracts
and hereby totally assumes all of Assignor's rights, title interest, duties, obligations, and liabilities
thereunder.
1.3 Payment. All monies due under the Contracts with respect to the services performed
prior and after the Effective Date shall be paid to Assignee.
1.4 Management.All internal company management teams,project accounting,and project
staff providing services to Client will not be affected by this Agreement.
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1.5 Consent. Client hereby consents to the Transaction.
2. Novation. The parties intend that this Agreement is a novation and that the Assignee be
substituted for the Assignor. Client recognizes Assignee as Assignor's successor-in-interest in and to the
Contracts. Assignee by this Agreement becomes entitled to all right, title and interest of Assignor in and
to the Contracts in as much as Assignee is the substituted party to the Contracts as of and after the Effective
Date. Client and Assignee shall be bound by the terms of the Contracts in every way as if Assignee is
named in the novated Contracts in place of Assignor as a party thereto.
3. Miscellaneous.
3.1 Further Assurances. On the other party's reasonable request, each party shall,at its sole
cost and expense, execute and deliver all such further documents and instruments, and take all such
further acts,necessary to give full effect to this Agreement.
3.2 Notices. Each party shall deliver all notices, requests, consents, claims, demands,
waivers,and other communications under this Agreement(each,a"Notice")in writing and addressed
to the other party at its address on record with the Assignee. Each party shall deliver all Notices by
personal delivery,nationally recognized overnight courier(with all fees pre-paid),e-mail,or certified
or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in this Agreement,a Notice is effective only(a)on receipt by the receiving party, and(b) if
the party giving the Notice has complied with the requirements of this Section.
3.3 Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term or provision
in any other jurisdiction.
3.4 Entire Agreement. This Agreement, together with all related exhibits, is the sole and
entire agreement of the parties to this Agreement regarding the subject matter contained herein and
therein, and supersedes all prior and contemporaneous understandings, agreements, representations,
and warranties,both written and oral,regarding such subject matter. In the event of a conflict between
this Agreement and the Contracts referenced as Exhibit I hereto, except as to the assignment and
novation of the Contracts, name change and billing address, the terms of the referenced Contracts
shall prevail.
3.5 Amendment and Modification. No amendment to this Agreement is effective unless it
is in writing,identified as an amendment to this Agreement and signed by an authorized representative
of each party to this Agreement.
3.6 Waiver. No waiver under this Agreement is effective unless it is in writing and signed
by an authorized representative of the party waiving its right.Any waiver authorized on one occasion
is effective only in that instance and only for the purpose stated, and does not operate as a waiver on
any future occasion. None of the following is a waiver or estoppel of any right, remedy, power,
privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right,
[2]
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remedy, power, or privilege or in enforcing any condition under this Agreement; or (ii) any act,
omission, or course of dealing between the parties.
3.7 Cumulative Remedies. All rights and remedies provided in this Agreement are
cumulative and not exclusive, and the exercise by either party of any right or remedy does not
preclude the exercise of any other rights or remedies that may now or subsequently be available at
law, in equity, by statute, in any other agreement between the parties or otherwise. Despite the
previous sentence,the parties intend that Indemnified Party's rights under Section 6 are its exclusive
remedies for the events specified therein.
3.8 Choice of Law. This Agreement and exhibits attached hereto,and all matters arising out
of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the
State of Florida, United States of America, without regard to the conflict of laws provisions thereof
to the extent such principles or rules would require or permit the application of the laws of any
jurisdiction other than those of the State of Florida. In the event of any dispute or litigation regarding
this Agreement,the venue for any claim or action shall be commenced in Broward County, Florida.
3.9 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING
EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT,IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY ABOUT ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING ANY EXHIBITS OR SCHEDULES ATTACHED TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
3.10 Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together is deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is
deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[3]
s,
and warranties,both written and oral,regarding such subject matter. In the event of a conflict between
this Agreement and the Contracts referenced as Exhibit I hereto, except as to the assignment and
novation of the Contracts, name change and billing address, the terms of the referenced Contracts
shall prevail.
3.5 Amendment and Modification. No amendment to this Agreement is effective unless it
is in writing,identified as an amendment to this Agreement and signed by an authorized representative
of each party to this Agreement.
3.6 Waiver. No waiver under this Agreement is effective unless it is in writing and signed
by an authorized representative of the party waiving its right.Any waiver authorized on one occasion
is effective only in that instance and only for the purpose stated, and does not operate as a waiver on
any future occasion. None of the following is a waiver or estoppel of any right, remedy, power,
privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right,
[2]
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the
Effective Date first shown.
ASSIGNOR: ASSIGNEE:
SEPI Engineering& Construction,Inc TranSystems Corporation
Date: 10-27-2022 Date: 10-27-2022
Signature: _ �;
Signature:
Name: Steven L.Thomas Name: Michael J. Cavana gh
Title: VP and COO Title: SVP and General Counsel
Client herby acknowledges the assignment of Contracts from Assignor to Assignee as described
above.
CLIENT: City of Dania Beach
Signature: Date:
Name: Title:
Signature: Date:
Name: Title: