Backup Documents 03/24/2009 Item #16E 4
lbE 4
MEMORANDUM
Date:
March 30, 2009
To:
Ray Carter, Finance Manager
Risk Management
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Assumption of Paymetric Agreement
Contractor: BizAps, Inc.
Enclosed please find one original (1) of the document (Agenda Item #16E4)
as referenced above, which was approved by the Board of County
Commissioners on Tuesday, March 24, 2009.
The Minutes & Records has retained an oril!:inal document for the Official
Record.
If you have any questions, please call me at 252-7240.
Thank you.
Enclosure
16E 4
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department, Extension 8375
DATE: March 24,2009
.JJ
RE: Review Insurance for Contract: "Assumption of Pay metric
Agreement"
Contractor: Business Applications Associates, Inc. (BizAps)
This Assumption Agreement was approved by the BCC March 24, 2009;
Agenda Item 16.EA
Please review the Insurance Certificate for the above referenced contracts. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 8375.
C: Joanne Markiewicz, Purchasing Dept.
OATE RECEIVED
MAR 2 5 2009
RISK M.AN,\GE..MF.'v7 /j;'J. .
. / . /
~fro~cC/ ~(('} y
I/li Iti
16E ,.
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of tno....-(.h :l~ ,2009, by
and between Business Applications Associates, Inc. ("BizAps") and Collier County, a political
subdivision of the State of Florida ("County").
WHEREAS, on January 15, 2008, the Collier County Board of County Commissioners
entered into an Agreement with Paymetric, Inc. for XiBuy software to integrate purchasing card
transactions into SAP (attached hereto as Exhibit A, and hereinafter referred to as the
"Agreement"); and
WHEREAS, BizAps hereby represents to Collier County that by virtue of an asset
purchase agreement BizAps is the successor in interest to Paymetric, Inc. in relation to the
Agreement; and
WHEREAS, the parties wish to formalize BizAps' 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. BizAps accepts and assumes all rights, duties, benefits, and obligations of the
Contractor under the Agreement, including all existing and future obligations to pay and perform
under the Agreement.
"",,,,,-,,,, ~= d.",-,-\s
2. BizAps will promptly'l.-deliver to County evidence of insurance consistent with
Section 4.6 of the Agreement.
3. Except as expressly stated, no further supplements to, or modifications of, the
Agreement are contemplated by the parties.
4. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONTRACTOR:
Business Applications Associates, Inc.
Conor Mullaney, Sales Marketing Director
420 Lexington A venue
Suite 2515
New York
NY 10170
5. The County hereby consents to BizAps' assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. The County
will treat BizAps as the Contractor for all purposes under the Agreement.
16E 4
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
COLLIER COUNTY:
By:"
~.J:I\f.'..
.. '. . ...,..>,.-
BUSINESS APPLICATIONS
ASSOCIATES, INC.:
BOARD OF COUNTY COMMISSIONERS
COI~~Yd~O~
DON A FIALA, CHAIRMAN
ATTEST:
DWIQHT E. BROCK,Clerk
By: ~ "JvJl~.~
Conor Mullaney, Sales Mktg. Director
/J~_
Attest: f<t.J' -
Corporate Secretary
Date:
;;. / dO ( 0 '\
I
Date:
;! /z-i) I (; L(
I
By:
Jeffr
Cou y
Approve
2
A CORDrn CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDO/YYYY)
21612009
PROOUCERLicense # KIA# 181757553 (402) 397-5050 THIS CERTIFICATE IS ISSUED AS A MAHER OF INFORMATION
Grace/Mayer Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
10050 Regency Circle, #300 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Omaha, NE 68114-3722
INSURERS AFFORDING COVERAGE NAIC#
INSURED Business Applications Associates dba Biz Apps ~.ER A: Continental Casualty
420 Lexington A venue INSURER B: Transcontinental Insurance
Suite 2515 INSURER c: Continental Insurance Co
New York, NY 10170 -- I
INSURER D:
.-.- I
INSURER E
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO IIVHICH 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. AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
-
I~i: NI:!.9.'~1 TYPE nF IN~IIRANCE I POLICY NUMBER PRH~Y ~~~r5g;O~\E PgklfJ.~~b~!lRN
~NERAL LIABILITY I, I
X COMMERCIAL GENERAL LIABILITY '3010106376 5/6/2008 5/6/2009
X' CLAIMS MADE [!] OCCUR
16E
BUSIAPP-01
COVERAGES
LIMITS
EACH OCCURRENCE
A
PREMISES Ea occurence\ $
~ME. D EXP (Anyone person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS. COM PlOP AGG $
. .
A
-
-
~'LAGGRE~E LIMIT AP~S PER
I POLICY I I ~~,QT I , LOC
~TOMOBILE LIABILITY
~ ANY AUTO
~ All OWNED AUTOS
~ SCHEDULED AUTOS
i~ HIRED AUTOS
~ NON-OWNED AUTOS
"-
PROPERTY DAMAGE
(Per accident)
,3010106376
51612009
COMBINED SINGLE LIMIT
(Eaaccident)
51612008
BODILY INJURY
(Per person)
BODilY INJURY
(Peraccidenl)
~RAGE LIABILITY
I ANY AUTO
AUTO ONLY - EA ACCIDENT I $
OTHER THAN
AUTO ONLY
A
AGGREGATE
EA ACC $
$
$
$
$
AGG
EXCESs/UMBRELLA LIABILITY
:''J''OCCUR 0 CLAIMS MADE 13010106376
I DEDUCTIBLE
xl RETENTION $ 10,0001
WORKERS COMPENSA nON AND I,
B I EMPLOYERS' LIABILITY 301 01 06460
ANY PROPRIETOR/PARTNER/EXECUTIVE I
OFFICER/MEMBER EXCLUDED?
; ~~~~11tS~~bc5v~a~6~s below
IrOTHER I
C Errors & Omissions Liability ]287244216
i
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADOED BY ENDORSEMENT I SPECIAL PROVISIONS
EACH OCCURRENCE
51612008
51612009
51612008
51612009
$
I $
X I WCSTATU- I IOETRH-
. ! TORY LIMITS .
E_L EACH ACCIDENT $
El_ DISEASE EA EMPLOYE $
E.L DISEASE POLICY LIMIT $
I
51612008 I
I
51612009
Aggregate Limit
CERTIFICATE HOLDER
CANCELLATION
4
TRJU
1,000.00C
300,00C
10.000
1,000,000
2,000.00
2,000.000
$
1,000,000
$
5,000,000
5,000,000
1,000,000
1,000,000
1,000,000
5,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3~ DAYS WRITTEN
NOTICE TO THE CERTIfiCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE 0 e.-Y "\2
@ ACORD CORPORATION 1988
Collier County Board of County
Commissioners
Purchasing Dept., Bldg G
3301 E Tamiami Trail
Naples, FL 34112-
ACORD 25 (2001/08)
16E
BUSIAPP-01
4
TRJU
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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 endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer{s}, authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
I ________
ACORD 25 (2001/08)