Agenda 03/25/2014 Item #16E4 3/25/2014 16.E.4.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign an Assumption
Agreement assigning contract #11-5754 "Tourism Development Council
Fulfillment Services" from Phase V Southwest Florida, Inc. to Answer Pro, LLC.
OBJECTIVE: To complete the assignment of an agreement from the original party, Phase V of
Southwest Florida, Inc. ("Phase V"), to Answer Pro, LLC ("Answer Pro").
CONSIDERATIONS: The proposed Assumption Agreement assigns all rights, duties, benefits,
and obligations of the Contractor under Contract #11-5754 "Tourism Development Council
Fulfillment Service," awarded by the Board of County Commissioners ("the Board") on
December 13, 2011, (Agenda Item#16.F.4). On September 12, 2013 an extension was granted
pursuant to Section 1 of the contract which extended services into December 12, 2014. The
Tourism department utilizes the services provided under this contract.
County staff was notified on November 21, 2013, of a purchase asset agreement between the
entities, which was executed on December 2, 2013. Pursuant to the Purchasing Procedures,
staff has acquired the necessary documents from Answer Pro which have been reviewed and
approved by the County Attorney's staff. The Purchasing Department is recommending
approval of the assumption of this Contract by the new firm, Answer Pro.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with
this Executive Summary.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires
a majority vote for Board approval. - ERP
RECOMMENDATION: That the Board approves and authorizes the Chairman to sign an
Assumption Agreement assigning contract#11-5754 "Tourism Development Council Fulfillment
Service" from Phase V to Answer Pro.
PREPARED BY: Diana De Leon, CPPB, Contracts Technician, Purchasing Department
Attachments: Assumption Agreement
Exhibit "A"—Contract 11-5754
Renewal of Contract 11-5754
Buyout Notification, dated 11/21/13
Buyout agreement, dated 12/2/13
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.4.
Item Summary: Recommendation to approve and authorize the Chairman to sign an
Assumption Agreement assigning contract#11-5754 "Tourism Development Council Fulfillment
Services" from Phase V Southwest Florida, Inc. to Answer Pro, LLC.
Meeting Date: 3/25/2014
Prepared By
Name: DeLeonDiana
Title:Contracts Technician,Purchasing&General Services
2/28/2014 4:43:54 PM
Submitted by
Title: Contracts Technician,Purchasing&General Services
Name: DeLeonDiana
2/28/2014 4:43:55 PM
Approved By
Name: pochopinpat
Title:Administrative Assistant,Administrative Services Division
Date: 3/4/2014 9:07:49 AM
Name: MarkiewiczJoanne
Title:Manager-Procurement, Purchasing&General Services
Date:3/4/2014 3:38:41 PM
Name: WardKelsey
Title: Manager-Procurement, Purchasing&General Services
Date: 3/5/2014 1:57:07 PM
Name: Evelyn Colon
Title:Purchasing-Procurement Specialist
Date: 3/12/2014 9:50:37 AM
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Name: PriceLen
Title:Administrator-Administrative Services,Administrative Services Division
Date:3/12/2014 5:09:33 PM
Name: PepinEmily
Title:Assistant County Attorney, CAO Litigation
Date:3/13/2014 3:00:54 PM
Name: KlatzkowJeff
Title:County Attorney,
Date:3/13/2014 3:14:51 PM
Name: PryorCheryl
Title:Management/Budget Analyst, Senior, Office of Management&Budget
Date:3/13/2014 4:36:11 PM
Name: OchsLeo
Title:County Manager, County Managers Office
Date:3/14/2014 4:12:51 PM
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ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of , 2014
by and between Answer Pro, LLC ("Answer Pro") and Collier County, a political subdivision of
the State of Florida("County").
WHEREAS, on December 13, 2011 the Collier County Board of County Commissioners
awarded contract #11-5754 for "Tourist Development Council Fulfillment Services" to Phase V
of Southwest Florida, Inc. ("Phase V"), a copy of which is attached hereto as "Exhibit A", and
hereinafter referred to as"Agreement"; and
WHEREAS, on September 12, 2013 the County and Phase V agreed to extend the term
of the contract until December 12,2014; and
WHEREAS, Answer Pro hereby represents to Collier County that by virtue of an Asset
Purchase Agreement, Answer Pro is the successor in interest to Phase V in relation to the
Agreement; and
WHEREAS, the parties wish to formalize Answer Pro's assumption of rights and
obligations under the Agreement effective as of the date first above written.
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed as follows:
1. Answer Pro accepts and assumes all rights, duties, benefits, and obligations of the
Contractor under the Agreement and any extensions thereto, including all existing and future
obligations to pay and perform under the Agreement.
2. Answer Pro will promptly deliver to County evidence of insurance consistent with
the Agreement.
3. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both parties.
4. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONTRACTOR:
Phase V of SW Florida, LLC
A Division of Answer Pro, LLC
12290 Treeline Ave.
Fort Myers, FL 33913
Phone: 239-225-1002 Fax: 239-210-6088
Attention: George Otte, President
5. The County hereby consents to Answer Pro's assumption of the Agreement and
any extensions thereto, in order to continue the services provided under contract #11-5754 by
virtue of the merger and name change. No waivers of performance or extensions of time to
perform are granted or authorized. The County will treat Answer Pro as the Contractor for all
purposes under the Agreement.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
COLLIER COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA
By: By:
, Deputy Clerk Tom Henning, Chairman
Date:
ANSWER PRO,LLC
By: Attest:
George Otte
Type/print name Type/print name
Approved as to form and legality:
Assistant County Attorney
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EXHIBIT "A" 3/25/2014 16.E.4.
AGREEMENT #11-5754
for
Tourist Development Council Fulfillment Services
THIS AGREEMENT, made and entered into on this 1?) day of "be_c , 2011 by
and between Phase V of Southwest Florida, Inc., authorized to do business in the State of
Florida, whose business address is 12290 Treeline Avenue, Fort Myers, Florida 33913,
hereinafter called the "Contractor' and Collier County, a political subdivision of the State of
Florida, Collier County, Naples,hereinafter called the "County":
WITNESSETH:
1. COMMENCEMENT. The contract shall be for a two (2) year period, commencing on
the date of approval by the Board of County Commissioners, and terminating twenty
four (24) months thereafter.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for two
(2) additional one (1) year periods. The County shall give the Contractor written notice
of the County's intention to extend the Agreement term not less than ten (10) days prior
to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide fulfillment services in
accordance with the terms and conditions of Bid #11-5754 and the Contractor's
proposal referred to herein and made an integral part of this agreement. This
Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Contractor and the County project manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement based on the prices set forth in the Contractor's proposal and in
accordance with Exhibit A, attached herein and incorporated by reference. Payment
will be made upon receipt of a proper invoice and upon approval by the Tourism
Director or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise
known as the "Local Government Prompt Payment Act."
3.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of contract. Any untimely submission of invoices beyond the
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specified deadline period is subject to non-payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect to
the timely submission of invoices under this agreement.
3.2 Travel and Reimbursable Expenses shall be estimated and approved in advance in
writing by the County. Travel expenses shall be reimbursed at actual cost in
accordance with Collier County Resolution # 2006-40 Travel Expenses for Persons
Conducting Official Tourism Business and Section 125.0104 Fla. Stats. Contractor's
travel time will be included in the monthly service fee.
Reimbursable items other than travel expenses shall include telephone long-distance
charges,fax charges,photocopying charges, shipping and postage. Reimbursable items
will be paid only after Contractor has provided all receipts. Contractor shall be
responsible for all other costs and expenses associated with activities and solicitations
undertaken pursuant to this Agreement.
4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Phase V of Southwest Florida, Inc.
12290 Treeline Avenue
Fort Myers, Florida 33913
Attention: Michael R. DeMas, President
Telephone: 239-225-1000
Facsimile: 239-225-1009
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail,East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in -
writing.
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6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES, In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. The Contractor shall also be solely responsible for
payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper,immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. TERMINATION. Should the Contractor be found to have failed to perform his
services in a manner satisfactory to the County as per this Agreement, the County may
terminate said agreement for cause; further the County may terminate this Agreement
for convenience with a thirty (30) day written notice. The County shall be sole judge of
non-performance.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for
each accident.
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Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. Renewal certificates
shall be sent to the County ten (10) days prior to any expiration date. There shall be a
thirty (30) day notification to the County in the event of cancellation or modification of
any stipulated insurance coverage.
Contractor shall insure that all sub-Contractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide County
with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone
employed or utilized by the Contractor in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Tourism Department.
14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents that
no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Exhibit A, Insurance Certificate, Bid #11-5754
Specifications/Scope of Services and Addenda.
16. SUB J ECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County
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Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties,the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Contractor with full decision-making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
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Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
23. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the ITB and/or the Contractor's Proposal,
the Contract Documents shall take precedence. In the event of any conflict between the
terms of the 1TB and the Contractor's Proposal, the language in the ITB would take
precedence.
•
•
•
•
•
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
;� BOARD OF COUNTY COMMISSIONERS
ATTE, ,T Sr)AR. $; , COLLIER COUNTY,FLORIDA
D ' -Brock, xk 0±Courts
, ' t 9 .." , 'cs—, 1-4--- W- C4z-
DaI 4 ° :V.:,- Fred W. Coyle, Chairman v
EAL
Phase V of Southwest Florida, Inc.,
Contractor
L .4A t i t' �, ‘ Y,.
F. .t Witness Signature
ii4,6" 51f— Jul hi \-1 .fE- .-- 77 ._&_-,..S--__/-1.2 NT-
''Type/print witness namet Typed signature and title
Second Witness
TType/print witness namel'
Approved as to form and
legal sufficiency:
#0 0 7i7*--2-1,LQ.
Assistant County Attorney
Colleen nri .- -f---
Print Name
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Exhibit A
Agreement#11-5754 Tourist Development Council Fulfillment Services
Scope of Services and Costs
The Collier County Tourism Department,on behalf of the Naples,Marco Island,Everglades
Convention and Visitors Bureau (CVB),is the official tourism marketing and management
organization for Collier County,Florida.The CVB is the marketing arm of the Tourism Department
within Collier County government.
The scope of work for the Contractor will be to provide an effective tourist fulfillment and storage
program that may include but not be limited to the following:
1. All necessary labor,materials,supplies,and equipment to store,retrieve, deliver and respond
to a variety of telephone,email or web based inquiries from interested individuals.
2. Provide rates inclusive of all services as outlined on the Vendor Bid Schedule.
3. Provide monthly invoices outlining the services provided,including,but not limited to:
a. Service description
b. Quantity of each service •
c. Unit price of each service
d. Extended price of each service
e. Total
4. Provide a storage area that has adequate security measures in place to guarantee the
safekeeping of all County documents from break-iris,floods,fire and any other natural or
unnatural disasters.
5. Provide business service hours between the hours of 8:00 a.m. to 5:00 p.m.,Monday through
Friday, excluding County recognized holidays.
6. Provide service to interested individuals within 72 business hours from the initial contact.
7. Provide a monthly summary report of all activities provided in the completion of this contract
to the County's project manager; an annual summary report should be provide to the
County's Purchasing Department at the time of contract renewal.
A. Service cost
Item Quantity Unit Description i Unit Price Total
1 1 1 Initial set-up fee to set-up telephone $0.00 $0.00
scripts
2 1 1 Per call processing charge per 0.95 0.95
minute
3 1 1 Monthly charge for phone lines-per 3.00 3.00
line (usage billed at cost)
4 1 1 Data entry charge for inquiries from 0.30 0.30
other sources (cost per name record,
including all information) -
electronic >50 records
5 1 1 _ Mailing assembly cost- self-mailer j 0.14 0.14
6 1 1 Postage and shipping for 12 ounce 0.79 0.79
package
7 1 1 Hourly rate for special package 50.00 50.00
(vendor agrees to charge by quarter
I hour for services)
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8 1 1 Per pallet month charge for 20.00 20.00
inventory
9 1 1 Additional per service costs, 136.73 136.73
including:
a) Live Chat-monthly base fee
($50.00)
b) Per minute processing charge
for live chat($0.95)
c) Hourly rate for programming
($85.00)
d) Data entry —manual and files
<50 records ($0.60)
e) Mailing assembly-first
insertion($0.16)
! I f) Mailing assembly- additional
insertions ($0.02)
Notes:
All quantities identified in item 9, item b through f are shown as a 1, as no
forecasts for the volumes are identified.
B. Additional services proposed for the CVB:
Item Quantity Unit Description Unit Price Total
10 1 1 Disaster Continuity -Monthly base $100.00 $100.00
fee
I 11 1 1 Special Project-e-blasts upon 50.00
request
Set-up fee per hour
12 Special Project- e-blasts upon 0.02
request
per record cost less than 10,000
113 Special Project- e-blasts upon 0.008
request
per record cost more than
1 10,000
14* 1 1 ! Printing -per page -Black and 0.05
white
1 15* i j Printing-per page -4 color ! 0.14
*Note:
This is personalized or non-personalized printing when volumes are low enough to be
less costly when not sent to an outside printer for special projects, such as stationery.
C. Additional price comments:
1. The estimated quantities on the pricing schedule are monthly volumes from Addendum #2
- Fulfillment History, except for the quantity of phone lines. This quantity is actual
as presently provided for the CVB.
2. The cost per call for the call processing charge on the pricing schedule is on a per minute
basis, since the estimate of telemarketing calls in Addendum #2 is actually minutes.
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3. The monthly charge for phone lines on the pricing schedule is the base fee cost for them.
Usage is billed at cost as billed by our long distance carrier.
4. The data entry charge on the pricing schedule is for electronic data entry (entry of files of 50 or
greater records). The cost for manual data entry (less than 50 records per file and text copy)
is$0.60 per entry (above).
5. The mailing assembly cost of $.14 on the pricing schedule is for self-mailer mail pieces. The
cost for first insertions into envelopes or boxes and the cost for additional insertions are$0.16
and$0.02,respectively(above).
6. The estimated postage cost for a twelve ounce package in #6 on the pricing schedule is an
average for domestic US automated presort standard mail. The weight of a self-mailer
visitor guide is 5.6 ounces. Costs for a 12 ounce package under other types of mail are:
• $2.4325 Automated presort first class
• $3.08 First Class
• $3.75 ISAL to Canada
• $4.25 ISAL to the United Kingdom.
All postage and shipping charges and supplies are billed at cost with vendor invoices as
documentation.
7. Phase Vs hourly rates for special projects,programming and e-blast set up are to the nearest one
tenth of an hour,including the first hour.
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CERTIFICATE OF INSURANCE
'...R.A. This certifies that ® STATE FARM FIRE AND CASUALTY COMPANY,Bloomington,Illinois
❑ STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois
.... ❑ STATE FARM FIRE AND CASUALTY COMPANY,Aurora, Ontario
❑ STATE FARM FLORIDA INSURANCE COMPANY,Winter Haven,Florida
❑ STATE FARM LLOYDS, Dallas,Texas
insures the following policyholder for the coverages indicated below:
Policyholder PHASE V OF SOUTHWEST
FLMTDA TNC
Address of policyholder 12290 TREELIKE AVE
FORT MYERS FL 33913-8513
Location of operations SAME
Description of operations VARIOUS
The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is subject
to all the terms, exclusions,and condftions of those policies.The limits of liability shown may have been reduced by any paid claims.
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date- Expiration Data (at beginning of policy period)
Comprehensive BODILY INJURY AND
Business Liability
PROPERTY DAMAGE
This insurance includes: ®Products-Completed Operations
❑Contractual Liability Each Occurrence
❑Personal injury
• ❑Advertising injury General Aggregate S
0
❑ Products-Completed $
❑ Operations Aggregate
POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE
EXCESS LIABILITY Effective Date ; Expiration Data (Combined Single Limit)
❑Umbrella Each Occurrence S
❑Other Aggregate $
POLICY PERIOD Part I-Workers Compensation - Statutory
Effective Date Expiration Date
98-BH-L258-8 F Workers'Compensation 09/10/11 09/10/12 Part II-Employers Liability
98-BH-E450-7 F and Employers Liability 09/10/10 09/10/11 Each Accident $ 500,000
Disease-Each Employee $ 500,000
Disease-Policy Limit $ 500,00C
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period)
THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY
AMENDS,EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POUCY DESCRIBED HEREIN.
Name and Address of Certificate Holder If any of the described policies are canceled before
Additional Insured and Certificate Holder: their expiration date,State Farm will try to mail a
Collier County written notice to the certificate holder days before
Board of County Commissioners cancellation. If however,we fall to mail such notice,
3301 Tamiami Trail East no obli•: : liability will •- imposed on State Farm
Naples, FL 34112 or its a•- .<. •re
'--•mature of Autho presenta' -
Mike Arcentales 11/08/11
Title Date
CSR
Agent Name
Telephone Number 239-332-4999
Agent's Code Stamp
Agent Code 59-6415
AFO Code F596
558-994 a.6 Printed In USA. Rev.05-09-2006
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�.— CERTIFICATE OF LIABILITY INSURANCE I 07/07/11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPDN THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 44114)
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. if SUBROGATION IS WAIVED,subJect to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in.lieu of such endorsementis).
PRODUCER 239-333-1780 go,, EAct Mike Demas
Nash Insurance&Associates 2 — -- —
8801 College Pkwy Suite 1 239-689-7658 72.7„,Eau.239-225-1000 lA c,No):
Ft Myers,FL 33919 • EMAIL
-- `
Brad Nash ADDRESS
INSURER(5)AFFORDING C OVERAGE __ NAIC_a
_ INSURER A:Scottsdale _
INSURED Phase V of Southwest FL, Inc. INSURER e;
intercept of Florida Inc - - —
Mike Demas INSURER C: _r
12290 Treeline Ave INSURER D: —
Fort Myers, FL 33913 INSURER E:
-
INSURER F: —
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.'LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSP. IADDL ivaR
L TYPE OF INSURANCE ua,p vvR. POLICY NUMBER J I MMEIDD�n 1(11J POLICY-ESP 1 UNITS
GENERAL LIABILITY -I EACH OCCURRENCE I S 1,000.000
A X• COMMERCIAL GENERAL LIABILITY X CPS1405T26 07/08/11 I 07/08/12 D ES lE I 1 S 100,0001
CLAIMSAMOE OCCUR I i 1 MED EXP(Any ono parson) ,3 •-- 5,000
1 PERSONAL S ADV INJURY !S 1,000,000
GENERAL AGGREGATE i3 2,000,000
E L AGGREGATE LIMIT APPLIES PER i PRODUCTS-COMP/OP AGE S 2,000,000
f POLICY�PFT 7LOC
AUTOMOBILE LABILITY I COMBINED SINGLE LIMIT S
Ea
■ ANY AUTO BODILY INJURY fear parson) ,S /
IIALL OWNED 7 SCHEDULED
AUTOS AUTOS i BODILY INJURY(Par modeNi,S
HIRED AUTOS NON-OWNED I PROPERTY DAMAGE -' i
AUTOS I(Por***lent) i -
I f •'S
UMBRELLA LIAR OCCUR EACH OCCURRENCE I S
EXCESS LIAR _CLUE AGGREGATE I$
DED RETENTIONS S
WORKERS COMPENSATION WC STATU- 0Th-I
AND EMPLOYERS'LIABILITY TIN •-Y LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE El E L.EACH ACCIDENT I S
OFFICERAIEEMBER EXCLUDED? N 1 A i
II yew NNE I E L.DISEASE-EA EMPLOYEEI S
DESCRIPTION OF OPERATIONS Irelo.
A Property Section CPS1405726 I E L.DISEASE-POLICY LNrar j S
DT/08/11 07/08112 MBuilding See Dec
1
! :BPP/PPO see Dec
•
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AttL;f ACORD 101,Additional Remarks Schedule,it more space is required)
Contract#07-4165
Certificate holder is listed as additional insured with respects to General
Liability.
CERTIFICATE HOLDER CANCELLATION
CCBOCCS
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier county THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Board of County Commissioners
3301 Tamiami Trail East REPRESENTA
Naples,FL 34112 F 1, " d,4,
®1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
Packet Page 4337-
3/25/2014 16.E.4.
Ner County
Adminisfrative Services Division
Purchasing
September 12, 2013
M . Michael DeMas, President
Phase V of Southwest Florida,
12290 Treeline Avenue
Fort Myers, FL 33913
Fax: 225-1009
Email: mdernasaphasev.corn
RE: Renewal of Contract#11-5754"Tourist Development Council Fulfillment Services"
Dear Mr. DeMas:
Collier County would like to renew the above agreement under the same terms and conditions for
one (1) additional year in accordance with the renewal clause in the agreement.
If you are agreeable please indicate your intentions by providing the appropriate information as
requested below:
I am agreeable to renewing the above referenced contract under the
same terms, conditions,and pricing as the existing contract The
following attached documentation must be provided with response.
I am not agreeable to renewal of this contract.
By your signature this contract will be in effect from December 13, 2013 through December 12,
2014.
CO'
r)t.0
Pucliasiript*stiterit•3327 Tamiami Trail East•Naples,Florida 34112-4901 ■wm.Eolitergov.netipurchasrrtg
Packet Page-1338-
. ,
3/25/2014 16.E.4.
Page 2 of 2
RE: Renewal of Contract#11-5754"Tourist Development Council Fulfillment Services"
Please return this letter to the Purchasing Department with your response at your earliest
convenience. If you have any questions you may contact me at 239-252-6020, email
brendareaves(a collieraov_net and fax 239-252-6292 or 239-732-0844.
Best regards,
panne Mark'- cz #J)
Interim Director—Purchasing eneral Services
� h A4xa c ceptance of ontract Renewer t'
•
t -
Name of Company , r=
Company Signature ,_(Corporate Officer)
Officer)
Print Corporate Officer fir'.
Name
Signature Date
•Updat Contact Information
3
(in or ferto make sv 1ElT COMM IflTor rtr">ktio Ci r nt)
k
Contact Name1 -� — >'`
Telephone Number ,� — /
FAX Number
Email Address Aar
`
Address r'
C: Jack Wert, Tourism
Packet Page-1339-
3/25/2014 16.E.4.
Mike DeMas
President
AV
PHASE
Phase V of SW Florida,Inc.
November 21, 2013
Jack Wert
Executive Director
Naples, Marco Island, Everglades Convention & Visitors Bureau
2800 N. Horseshoe Dr.
Naples, FL 34104 VIA MAIL &EMAIL:jackwert@colliergov.net
Dear Jack:
As Ginny stated in her phone call with you, she and I have decided to sell the assets of
Phase V of Southwest Florida, Inc. to another contact center company, Answer Pro, LLC.
Although the sale is not final I am requesting your approval for the assignment of our
Contract #11-5754 "Tourist Development Council Fulfillment Services to Answer Pro.
This request is meeting the requirements of the Standard Purchase Order Terms and
Conditions#15 "Assignment". The company information is:
George Otte
President
Answer Pro, LLC
169 E. Flagler Street, Suite#1012
Miami FL 33131
Although Answer Pro is incorporated in South Carolina, it is registered to do business in
Florida at the address shown above. Mr. Otte is located at the Miami address. We will
still do business as Phase V.
Mr. Otte has agreed that Answer Pro will be bound by all the provisions of our Contract.
Both Ginny and I are positive that Answer Pro and George have the commitment and
resources to continue providing the outstanding service we have been providing you.
Ginny will remain as your account manager for the foreseeable future and will insure a
seamless transition of the account manager responsibilities to one of our existing
managers who has worked closely with your people in the past.
I would appreciate your approval and your signature below.
Phase V of Southwest Florida, Inc.
12290 Treeline Ave
Fort Myers, FL, 33913
239-225-1000, Fax: 239-210-6050
mdemas&,,phasev.com
Page 1 of 2
Packet Page-1340-
3/25/2014 16.E.4.
Mike DeMas
President
Sincerely,
Approved: Date:
Signature:
Jack Wert, Executive Director, Naples, Marco Island, Everglades Convention&Visitors
Bureau
Phase V of Southwest Florida, Inc.
12290 Treeline Ave
Fort Myers, FL, 33913
239-225-1000,Fax: 239-210-6050
mdemasna,phasev.com
Page 2 of 2
Packet Page-1341-
3/25/2014 16.E.4.
STATE OF FLORIDA
UNIFORM COMMER[lALCOnG,SECl IT) AGREEMENT
I)�hmr
Name: &nxwrd+o. �|/�
169E.BufkzSt*1012
171,33131
Secured Party:
Name: Phase V of Southwest Florida. Inc.
INTERCEPT ofRodd,a, Inc.
12298Tr:oline Avenue
Fort Myers. FL 33913
Debtor, for consideration. hereby grants to Secured Party a security interest in the following property and any and all
additions.accessions and substitutions thereto or therefore(hereinafter called the-COLLATERAL"):
Al} assets conveyed by Secured Parry TO Debtor pursuant to that certain Asset Purchase Agreement dated December
?- .2013.including. hut not limited to,accounts,contract ri hts.ceneral intangibles,goods and other assets used in
the operation of the telephone answering service and cnomctoeu�rand fbl0lmeotuon�rbusiness pcimsd\�candvocd
E ��P 12290 Fort FL rr�urd}�asofdx� |oouiono�m�ub�mm�, and all
b}�thc��cu Party Avenue. Myers, 33913. assets.
additions,accessions theret and replacements thereof.and the proiits and proceeds therefrom.
To secure payment of the indebtedness evidenced by the Promissory Note of even date herewith payable to the Secured
Party,or order as follows:
DEBTOR EXPRESSLY WARRANTS AND COVtN ANTS:
1. That except for the security interest gfanted hereby Debtor is, or to the exzdmo that this Agreement states that the
Collateral is to be acquired after the date hereof. will be, the owner of the Collateral free from any adverse lien.
security interest or encumbrances; and that Debtor will defend the Collateral against all claims and demands of all
persons a:any time claiming the sante of any interest therein:
2. The Collateral is used or bough primarily for;
( )Personal,f±mU! or hous hold purposes,
!
Use in farming operations:
(XI Use in Business.
I That Debtor's address is as stated above. and the Collateral will be divided and kept at the following addressee:
12290 Treeline Avenue. Eon Myers.FL7:".1«l2
4. Promptly m notify Secured Pant. of any change in the idea-dolt "fMeCollateral,
5. To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.
6. Not to permit or allow any adverse lien. otirurir:, Mures: ur encumbrance exntsuuvcr upon toe Collateral and not to
permit the same to be attached orrepicviocd
7
That the Col latera is in good cuodidoo.and cbm:)c�torwi!L c; Dzhzor'^..ixncnset. dcc:::h same ':: �coo zmdidn:
ann front lime forzr/|tn. rc7|acu and /:Tnir all xud` ;)on: pf1:1c[o|i^/u/u| as "u._ o,
;,}
imaz s /y
wu*�.���
Packet Page-1342-
3/25/2014 16.E.4
damaged without allowing an hen to be created upon the Collateral on ot"such repiacenmenr or.repairs,and
S,
That the Secured Party-may-examme,and inslacct the Collateral at any time wherever located.
9. That Debtor will not use the.Callatencil in violation of any applicable statutes,regulations or ordinances.
UNTIL DEFAULT,Debtor may have-possession of the Collateral and use it in any lawful manner,and upon
(default.Secured."Party shall have the immediate right to the tiossessian of the Collateral.
DEI3TOI2 SHALL 1.1E IN DEFAULT under this Agreement upon the'happening of any of the following
'evcnts..or conrmmtions:
(a) Default-la the payment or performance of any obligation, covenant or liability contained or rr,fereneed to
herein.or in arty Note evidencing the same;
(b) The making or"ftarnishing of any warranty,representation or statement.of.Secured Party by or on behalf of
Debtor which proves to have been false in any material respect when made or futnisned
(c) Loss,theft,damage, destruction,said or encumbrance to or of any of the Collateral,or the making of any
levy seizure or attachnent.thereof or thereon;
td) Death,dissolution,termination of existence,insolvency,business"failure,appointment of a receiver of any
part of the property o£ assignment for the bone:'it of creditors, by, or the commencement of any
proceeding under any bankrapto)r or insolvency laws of,by or against Debtor or any guarantor or surety
for Debtor.
UPON SUCH DEFAULT and at any time thereafter, or if it deerns itself insecure Secured Party may declare
all obligation secured herebN,immediately due and payable and shall have the remedies of a'secured party under Article
of the Florida Uniform Commercial Code. "Secured Party may require Debtor to assemble the Collateral and
deliver or make it available to Secured Party at a place to be desitanated by Secured Party which is reasonably
convenient to both parties. Expenses of retaking,;holdntg,:preparing for sale, s llin .of the like,shall include Secured
Party's reasonable a.tt.ornevs'fees.and legTal.expetrses.
No waiver by Secured Parry of any default shall operate,as a waiver taf any other default or of the same default
on afuture;:occasion. The taking of this Security Agreement shall not waiver or impair any other security said Secured
Party may have or hereafter.acquire for the payment of the above indebted►iess, nor shall the raking of any such
additional security waive or impair this Security Agreement; but said Secured Party May resort to arty security it may
have in the order it may deem proper, and notwithstanding any Collateral security,':Secured Party shall retain its rights
of set-off against Debtor.
All rights of Secured Party hereunder shall inure to the benefit of its.successors anal assigns; and all promises
and duties of Debtor shall hind its heirs, executors'or administrators or its successors or-assigns. If there be more than
one Debtor,their liabilities hereunder shall be joint: and several.
Dar:d this , day Of rR../ 201,,,
DEBTOR: SECURED PARTY:
znswerPro,LLC Plta.se V'of Southwest Florida,'inc.
a South Carolina limited.liability company INTERCEPT of Florida,Inc.
both Florida coroorations
By, { - 1:12," ( - tee __
Iorre()of President A.iGr,asl Dewfas, President
zr,
: ;,cnr :
�rr.R�,.,.11.
>�, i3ase Aernarment-Phase inter.:ant:and Answ;sPrc.LI,r
Packet Page-1343-