R23-087 1 RESOLUTION NO. R23- 087
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE
5 ASSIGNMENT AGREEMENT CHANGING THE COMPANY/FIRM FROM
6 BILL2PAY, LLC TO CATALIS PAYMENTS, LLC. THE AGREEMENT IS
7 BASED ON SERVICES PROVIDED FOR REQUEST FOR PROPOSAL RFP
8 NO. 074-2821-16/KTR BILL PRINTING, MAILING, ELECTRONIC BILL
9 PRESENTMENT AND PAYMENT PROCESSING; AND PROVIDING AN
10 EFFECTIVE DATE.
11
12 WHEREAS, on April 19, 2016 by Resolution R16-062, Commission approved the
13 authorization of the City Manager to sign a contract with Bill2Pay, LLC as the top ranked
14 vendor for the Request for Proposal RFP No.074-2821-16/KTR Bill Printing, Mailing, Electronic
15 Bill Presentment and Payment Processing; and
16 WHEREAS, the City entered into the contract with Bill2Pay, LLC on August 1, 2016;
17 and
18 WHEREAS, the City has been notified that Bill2Pay, LLC is now known as Catalis
19 Payments, LLC.; and
20 WHEREAS, the City Commission has determined that it is in the best interests of the
21 residents of the City to approve and authorize the City Manager to sign the Assignment
22 Agreement changing the company/firm from Bill2Pay, LLC to Catalis Payments, LLC. The
23 Agreement is based on services provided for Request for Proposal RFP No. 074-2821-16/KTR
24 Bill Printing, Mailing, Electronic Bill Presentment and Payment Processing.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
26 BOYNTON BEACH, FLORIDA, THAT:
27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 hereof.
30 Section 2. The City Commission does hereby approve and authorize the City
31 Manager to sign the Assignment Agreement changing the company/firm from Bill2Pay, LLC
32 to Catalis Payments, LLC. The Agreement is based on services provided for Request for
33 Proposal RFP No. 074-2821-16/KTR Bill Printing, Mailing, Electronic Bill Presentment and
S:\CA\RESO\Agreements\Assignment Agreement(Catalis)-Reso.docx
34 Payment Processing. A copy of the Assignment Agreement is attached hereto and
35 incorporated herein as Exhibit "A".
36 Section 3. This Resolution shall become effective immediately upon passage.
37 PASSED AND ADOPTED this 18th day of July, 2023.
38
39 CITY OF BOYNTON BEACH, FLORIDA
40 YES NO
41 /
42 Mayor—Ty Penserga
43
44 Vice Mayor—Thomas Turkin
45
46 Commissioner—Angela Cruz
47 /
48 Commissioner—Woodrow L. Hay ✓
49 /
50 Commissioner—Aimee Kelley ✓
5
52
VOTE
53 ATTEST:
54
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57 Mayl:e DYJesus, MPe, MMC Ty P--=
58 City C er Mayor
59
60 =N(ON E`�`�� APPrOVED AS TO FORM:
61 (Corporate Seal) �O�QORATe••.Cy���
62 1 :'o ��
63 � �p�E :
641x.• NOR�rfr0 ; Michael D. Cirullo,Jr.
65 ,� • . �5 City Attorney
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S:\CA\RESO\Agreements\Assignment Agreement(Catabs)-Reso.docx
DocuSign Envelope ID:0AD74C57-213F-4306-9A89-22B55488B7F8
ASSIGNMENT AGREEMENT
Solicit= '_• • =.•=: =_-__ e ' =posal Sill i ,€lectr i meat and
Payment Processing
RFP # 074-2821-15/KTR
This Assignment Agreement ("Agreement") to RFP # 074-2821-15/KTR (the "Contract") is entered into
by Bill2Pay, LLC ("Assignor"); Catalis Payments, LLC, a Georgia Corporation ("Assignee"); and the City of
Boynton Beach, a municipal corporation organized and existing under the laws of the State of Florida
("City"). Assignor, Assignee, and City are collectively referred to herein as the "Parties."
Recitals
WHEREAS, the Assignor entered into the Contract with the City on August 1, 2016 and a First
Amendment to the Contract on September 13, 2017; and,
WHEREAS, the Assignor now wishes to assign all its rights and obligations under the Contract to
Assignee; and,
WHEREAS, the "ASSIGNMENT" section Article 16 in the Contract between the City of Boynton
Beach and Bill2Pay, LLC requires express written consent of the City to assign this Contract; and,
WHEREAS, the Assignee represents that it can assume and fully perform the Assignor duties
under the Contract.
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the Parties agree that
the Contract shall be amended as follows:
1. The above recitals are hereby incorporated into this Agreement.
2. The Assignee accepts and agrees to be bound by and fully perform all of Assignor's Contract
obligations, duties, and responsibilities, and to abide by all terms and conditions specified in the
Contract in the name of Assignor.
3. The Assignee agrees to assume all obligations and liabilities of, and all claims against, the
Assignor under the Contract as if the Assignee was the original party to the Contract.
4. The Assignor waives all rights under the Contract as of the effective date of this Agreement.
5. The Parties agree that this Agreement operates as an assignment of the Contract, establishing a
new contractual relationship entered into by and between the City and Assignee.
6. The City consents to the assignment. The City, in executing its consent to this Agreement, does
not release Assignor from any claims or remedies it may have against Assignor arising prior to the
effective date of the assignment of the Contract.
7. The Assignee, by this Agreement, becomes entitled to all rights, titles, and interests of the
Assignor in and to the Contract as if the Assignee were the original party to the Contract.
8. The effective date of this Agreement shall be the date of the final signature to this Agreement.
{00564857.1 306-9001821}
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DocuSign Envelope ID:0AD74C57-213F-4306-9A89-22B55488B7F8
ASSIGNMENT AGREEMENT
Solicitation-Name:"Request for Proposal — Bill-Pi1ntingj-Mailing, Electronic-Bill P-resentment-and
--
Payment Processing
RFP # 074-2821-15/KTR
9. This Agreement is hereby made a part of this Contract. To the extent any of the terms of this
Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All
other terms of the Contract remain in full force and effect.
10. This Agreement sets forth the understanding between the Parties regarding the subject matter
hereof. Each person signing this Agreement warrants that he or she is duly authorized to do so and
to bind the respective Party.
11. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
12.This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same agreement.
Facsimile and pdf signatures shall be considered to be originals.
[Signature page to follow]
{00564857.1 306-9001821}
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DocuSign Envelope ID:0AD74C57-213F-4306-9A89-22B55488B7F8
ASSIGNMENT AGREEMENT
Solicitation-Name: "Request for Proposal - Bill Printing,-Mailing, Electronic Bill Presentment and -
Payment Processing
RFP # 074-2821-15/KTR
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized
representatives.
City: City of Boynton Beach Assignor: Bi112Pay, LLC
,—DocuuSigneedd by,:�
, 1�.v�c� 16iSt
By: By:Al `OZl.t) 4W /tL4/9...
( Name: Daniel Dugger Name: Steve Ostroff
Title: City Manager Title: EVP of Payments
Date: --7118)/3 Date: 6/27/2023
Assignee: AnEment, LLC
By: S{ t, 01614
`—e2w849U /EU4i4...
Name: Steve Ostroff
Title: EVP of Payments
Date: 6/27/2023
{00564857.1 306-9001821}
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