Agenda 12/10/2024 Item #16D17 (Assumption Agreement - Assign all rights, duties, benefits, and obligations to Versaterm Public Safety US, Inc., Concerning Collier County Agreement No. 20-7783, "Mental Health Data Collaborative)12/10/2024
Item # 16.D.17
ID# 2024-1862
Executive Summary
Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to
Versaterm Public Safety US, Inc., concerning Collier County Agreement No. 20-7783, “Mental Health Data
Collaborative.”
OBJECTIVE: To assign all rights, duties, benefits, and obligations concerning Agreement No. 20-7783, “Mental
Health Data Collaborative,” to Versaterm Public Safety US, Inc. (“Versaterm”).
CONSIDERATIONS: On December 14, 2021 (Agenda Item No. 16.D.19), the County awarded Agreement No. 20-
7783, “Mental Health Data Collaborative,” (the “Agreement”), to 5 Point Solutions, LLC (“5 Point”).
On January, 1, 2024, 5 Point and JusticeTrax Inc. entered into an Agreement and Plan of Merger, as presented on
Exhibit B to the attached Assumption Agreement. On January 9, 2024, JusticeTrax Inc., changed its company name to
Versaterm. Accordingly, Versaterm wishes to formally assume all responsibilities, obligations, and duties under the
Agreement.
Versaterm, a Delaware Foreign Profit Corporation, is registered to transact business in Florida and represents and
warrants that it is now the successor in interest to the above Agreement entered into with the County. Staff obtained
documentation of the merger, along with other necessary business documents from Versaterm, which have been
reviewed and accepted by the County Attorney’s Office.
Staff recommends approval of the attached Assumption Agreement assigning all rights, duties, benefits, and obligations
under the Agreement, including any amendments thereto, to Versaterm.
FISCAL IMPACT: There is no fiscal impact associated with this action.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this action.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and
legality, and requires a majority vote for approval. -JAK
RECOMMENDATIONS: To approve an Assumption Agreement assigning all rights, duties, benefits, and obligations
to Versaterm Public Safety US, Inc., concerning Agreement No. 20-7783, and authorize the Chairman to sign the
attached Assumption Agreement.
PREPARED BY: Becca Zimmerman, Procurement Strategist, Procurement Services Division
ATTACHMENTS:
1. 20-7783 Assumption VS_Versaterm
2. 20-7783 COI_Versaterm
3. 20-7783_Executive Summary
Page 8126 of 10663
Page 8127 of 10663
Page 8128 of 10663
Page 8129 of 10663
Page 8130 of 10663
Page 8131 of 10663
Page 8132 of 10663
Page 8133 of 10663
Page 8134 of 10663
Page 8135 of 10663
Page 8136 of 10663
Page 8137 of 10663
Page 8138 of 10663
Page 8139 of 10663
Page 8140 of 10663
Page 8141 of 10663
Page 8142 of 10663
Page 8143 of 10663
Page 8144 of 10663
Page 8145 of 10663
Page 8146 of 10663
Page 8147 of 10663
Page 8148 of 10663
Page 8149 of 10663
Page 8150 of 10663
Page 8151 of 10663
Page 8152 of 10663
Page 8153 of 10663
Page 8154 of 10663
Page 8155 of 10663
Page 8156 of 10663
Page 8157 of 10663
Page 8158 of 10663
Page 8159 of 10663
Page 8160 of 10663
Page 8161 of 10663
Page 8162 of 10663
Page 8163 of 10663
Page 8164 of 10663
Page 8165 of 10663
Page 8166 of 10663
Page 8167 of 10663
Page 8168 of 10663
Page 8169 of 10663
Page 8170 of 10663
Page 8171 of 10663
Page 8172 of 10663
Page 8173 of 10663
Page 8174 of 10663
Page 8175 of 10663
EXECUTIVE SUMMARY
Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits,
and obligations to Versaterm Public Safety US, Inc., concerning Collier County Agreement
No. 20-7783, “Master Software-As-A-Service (SaaS)”
OBJECTIVE: To assign all rights, duties, benefits, and obligations concerning Agreement No.
20-7783, “Mental Health Data Collaborative SaaS”, to Versaterm Public Safety US, Inc.
(“Versaterm”).
CONSIDERATIONS: On December 14, 2021 (Agenda Item No. 16.D.19), the County awarded
Agreement No. 20-7783, “Mental Health Data Collaborative,” (the “Agreement”), to 5 Point
Solutions, LLC (“5 Point”).
On January, 1, 2024, 5 Point and Versaterm entered into an Asset Purchase Agreement. January
1, 2024, 5 Point merged with and into Versaterm as presented in Plan of Merger on Exhibit B to
the attached Assumption Agreement. Accordingly, Versaterm wishes to formally assume all
responsibilities, obligations, and duties under the Agreement.
Versaterm, a Delaware Foreign Profit Corporation, is registered to transact business in Florida and
represents and warrants that it is now the successor in interest to the above Agreement entered into
with the County. Staff obtained documentation of the merger, along with other necessary business
documents from Versaterm which have been reviewed and accepted by the County Attorney’s
Office.
Staff recommends approval of the attached Assumption Agreement assigning all rights, duties,
benefits, and obligations under the Agreement, including any amendments thereto, to Versaterm.
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 reviewed by the County Attorney, is
approved as to form and legality, and requires majority vote for approval. -JAK
RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties,
benefits, and obligations to Versaterm Public Safety US, Inc concerning Agreement No. 20-7783,
and authorize the Chairman to sign the attached Assumption Agreement.
Prepared by: Becca Zimmerman, Procurement Strategist, Procurement Services Division
Page 8176 of 10663