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The document incorporates prior amendments and purchase orders, confirms the transferee’s assumption of duties, obligations, and liabilities, and conditions the State’s consent to preserve the State’s existing and future claims against the transferor.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/novation-agreement-and-amendment-nys-contract-pb181aa-successor-in-interest-by-merger/281972/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/novation-agreement-and-amendment-nys-contract-pb181aa-successor-in-interest-by-merger/281972.png","ImageObject",442,249,{"name":88,"@type":89},"Adam","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-18","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",6,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What contract is being novated and how is it incorporated?","Question",{"text":109,"@type":110},"The agreement concerns the State contract for Project Based Information Technology Consulting Services (PBITS) under contract number PB0877AA. It incorporates amendments and purchase orders made before the effective date and those made on or after the effective date of the novation agreement.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What does NTT America assume after the merger?",{"text":114,"@type":110},"NTT America agrees to assume the transferor’s duties, obligations, and liabilities under the contract, and it becomes bound as if it were the original contractor. It also ratifies prior actions taken by the transferor regarding the contract.",{"name":116,"@type":107,"acceptedAnswer":117},"How are payments handled under the agreement?",{"text":118,"@type":110},"Payments and reimbursements made previously by the State to the transferor are considered to have discharged the State’s obligations. Future payments after the agreement’s date must be made to or in the name of the transferee and discharge the State’s obligations to the extent of amounts paid or reimbursed.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},281972,1790673132,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":79,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":73},1374404737137,"https://ap-avatar.wpscdn.com/davatar_155a257f0dc6eb9ab79c44ca47cae57d","NOVATION AGREEMENT AND AMENDMENT  \nSTATE OF NEW YORK  \nOFFICE OF GENERAL SERVICES  \nNYS CONTRACT \\# PB181AA  \nTHIS NOVATION AGREEMENT (hereinafter referred to as the “Novation Agreement”) is among (i) the State of New York, acting by and through New York State Office of General Services with offices located at 38th Floor, Corning Tower, Empire State Plaza, Albany, NY 12242 (hereinafter referred to as the “State”) and (ii) NTT America, Inc., having a principal place of business at One Penn Plaza, Suite 1820, New York, NY 10119, with Employer Identification Number 13-3922003 and NYS Vendor Number 1100258493 (hereinafter referred to as “Transferee”), acting as successor in interest by merger to NTT America Solutions Inc. (hereinafter referred to as“Transferor”), which prior to its merger with Transferee maintained a principal place of business at One Penn Plaza, Suite 1820, New York, NY 10119 with Employer Identification Number 13-2554344 and NYS Vendor Number 1000038797. The State and the Transferee are hereinafter referred to as the “Parties.” The Novation Agreement is effective on the   day of   , 20  ,  \nWHEREAS, the Transferor entered into a contract (hereinafter referred to as “the Contract”) with the State with a contract number of PB0877AA, for Project Based Information Technology Consulting Services (“PBITS”) for specified consideration, all as fully described in the Contract. The Contract includes any amendments and purchase orders, including all modifications, made between the State and the Transferor before the effective date of this Novation Agreement (whether or not performance and payment have been completed and releases executed if the State or the Transferor has any remaining rights, duties, or obligations under these contracts and purchase orders, including all modifications). The Contract also includes all amendments and purchase orders, including all modifications, made between the State and the Transferor, on or after the effective date of this Novation Agreement; and  \nWHEREAS, as of January 1, 2021, the Transferor transferred to the Transferee all the assets of the Transferor by operation of law by virtue of a merger between the Transferor and the Transferee, resulting in the Transferee being the surviving legal entity and the Transferor ceasing to exist as a legal entity; and  \nWHEREAS, Attachment “A” to this Novation Agreement, attached to and made part of this Novation Agreement, is a copy ofthe certificate of merger evidencing the merger of the Transferor into the Transferee; and  \nWHEREAS, with Transferee’s consent, all rights, titles, and interests in the Contract were transferred by the Transferor to the Transferee by virtue of the above-referenced merger; and  \nWHEREAS, the Transferee has agreed to assume all duties, obligations, and liabilities of the Transferor under the Contract by operation of law by virtue of the abovereferenced merger; and  \nWHEREAS, the State has determined that the Transferee is a responsible vendor that has the capacity and capability to perform the Contract.  \nIn consideration of the foregoing facts, the Parties agree that by this Novation Agreement:  \n1. The Transferee warrants and represents that, based upon commercially reasonable due diligence, to the best of its knowledge, there are no known liens against the Contract or relating to the Contract, and that Transferee has no reason to believe that any such liens will be filed in the future, which may result in a finding that the transfer of the Contract to Transferee was made to avoid payment of such liens.  \n2. The Transferee agrees to be bound by and to perform the Contract in accordance with the conditions contained in the Contract.  \n3. The State recognizes the Transferee as the Transferor’s successor in interest in and to the Contract. The Transferee, by this Novation Agreement, understands and agrees that it is entitled to all rights, titles, and interests and is bound by all duties, obligations, and liabilities o","cbCairUFedNnnXva","https://ap.wps.com/l/cbCairUFedNnnXva","pdf",230394,"English","# NOVATION AGREEMENT AND AMENDMENT\n## Parties and background\n## Contract incorporation and merger effect\n## Representations and obligations\n## Payments and discharge of obligations","[{\"question\":\"What contract is being novated and how is it incorporated?\",\"answer\":\"The agreement concerns the State contract for Project Based Information Technology Consulting Services (PBITS) under contract number PB0877AA. It incorporates amendments and purchase orders made before the effective date and those made on or after the effective date of the novation agreement.\"},{\"question\":\"What does NTT America assume after the merger?\",\"answer\":\"NTT America agrees to assume the transferor’s duties, obligations, and liabilities under the contract, and it becomes bound as if it were the original contractor. It also ratifies prior actions taken by the transferor regarding the contract.\"},{\"question\":\"How are payments handled under the agreement?\",\"answer\":\"Payments and reimbursements made previously by the State to the transferor are considered to have discharged the State’s obligations. Future payments after the agreement’s date must be made to or in the name of the transferee and discharge the State’s obligations to the extent of amounts paid or reimbursed.\"}]","NOVATION AGREEMENT AND AMENDMENT - NYS CONTRACT PB181AA - successor in interest by merger | PDF",1789569325]