Agenda 12/08/2015 Item #16E 112/8/2015 16.E.1.
EXECUTIVE SUMMARY
Recommendation to approve an Assumption Agreement with Filter Pro USA, LLC. d /b /a
Kleen Air Research, as it relates to Invitation to Bid (ITB) #14 -6304 "Air Filtration
Services" for services related to removal, replacement and installation of air filters in
County -owned facilities.
OBJECTIVE: To complete the assignment of the agreement from the original party, Kleen Air Research,
Inc. ( "Kleen Air "), to Filter Pro USA, LLC. d/b /a Kleen Air Research ( "Filter Pro "), as it relates to ITB
#14 -6304 "Air Filtration Services ".
CONSIDERATIONS: On September 9, 2014 (agenda item 16.E.6) the Board awarded ITB #14 -6304 to
Kleen Air. The Facilities Management Division uses the services under this bid. Due to an asset
purchase agreement, Kleen Air changed its name to Filter Pro USA, LLC. d/b /a Kleen Air Research.
County staff was notified on August 1, 2015, of the purchase and name change. The proposed
Assumption Agreement assigns all rights, duties, benefits, and obligations of Kleen Air to Filter Pro.
Following the Procurement Administration Procedures, staff has acquired the necessary documents from
Filter Pro which have been reviewed and approved by the County Attorney's staff. The Procurement
Services Division is recommending approval of the assumption of this agreement by the new vendor
Filter Pro.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this
Executive Summary.
LEGAL CONSIDERATIONS: The County Attorney has reviewed this item and approved it as to form
and legality. Majority support is required for approval. JAK
RECOMMENDATION: That the Board of County Commissioners acknowledges and approves the
assignment as it relates to ITB #14 -6304 "Air Filtration Services" to Filter Pro USA, LLC. d/b /a Kleen
Air Research and authorizes the Chairman to sign the proposed Assumption Agreement.
PREPARED BY: Diana De Leon, CPPB, Contracts Technician, Procurement Services Division
Attachments: Exhibit A -ITB #14 -6304 please follow link to view:
httn:// nurchasiniz.collier2ov.net/Vendors/ layouts /15 /start.aspx# /Shared %20Docu
ments /Form s /All Item s.aspx
Notification Letter
Letter from FilterPro USA 10-15-15
Proposed Assumption Agreement
[I 5-PRC-02973 / 121992 9/ 11
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12/8/2015 16.E.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.1.
Item Summary: Recommendation to approve an Assumption Agreement with Filter Pro
USA, LLC. d /b /a Kleen Air Research, as it relates to Invitation to Bid (ITB) #14 -6304 "Air Filtration
Services" for services related to removal, replacement and installation of air filters in County -
owned facilities.
Meeting Date: 12/8/2015
Prepared By
Name: DeLeonDiana
Title: Contracts Technician, Procurement Services
10/30/2015 8:26:52 AM
Submitted by
Title: Contracts Technician, Procurement Services
Name: DeLeonDiana
10/30/2015 8:26:53 AM
Approved By
Name: HerreraSandra
Title: Manager - Procurement, Procurement Services
Date: 10/30/2015 3:11:39 PM
Name: MarkiewiczJoanne
Title: Division Director - Procurement Services, Procurement Services
Date: 10/31/2015 7:11:57 AM
Name: pochopinpat
Title: Operations Coordinator, Administrative Services Department
Date: 11/2/2015 8:35:19 AM
Name: CummingsRhonda
Title: Procurement Specialist, Procurement Services
Date: 11/4/2015 3:35:23 PM
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12/8/2015 16.E.1.
Amok
Name: PriceLen
Title: Department Head - Administrative Svc, Administrative Services Department
Date: 11/16/2015 3:38:04 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 11/16/2015 3:42:23 PM
Name: WellsLaura
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 11/17/2015 2:32:23 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 11/19/2015 10:12:12 AM
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FilterPro USA dba Meen Air Research
4510 Helton Drive, Florence, AL 35630
Tel: 256- 767 -5122 Fax: 256 - 767 -5188
info@filterpro.com
wwwfilterpro.com
AUGUST 1, 2015
Corporate Name Change
Dear Customer,
12/8/2015 16.E.1.
FILTERUSM.
As you may already know, we have changed our name from Kleen Air Research to FilterPro USA. You will see this
change on official FilterPro documents such as invoices, corporate mailing, etc. Also, our new logo can be seen above.
If your department needs any information regarding this name change for the processing of invoices, please call us at
our corporate office - 256 - 767 -5122 or email info @filterpro.com. We are glad to provide any information you need to
help make this transition as smooth as possible!
Thank you for your time and cooperation!
Sincerely,
Wilson Meadows
FilterPro USA LLC
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M E C N A N / C A L SERVICE C O M P A N Y
24 Hour
Service
Number
Phone 800 - 382 -3150
Fax 800 - 897 -7886
Corporate Office
445 West Drive
Suite 101
Melbourne, FL 32904
Toll Free: 866 - 674 -3883
Phone: 321 - 727 -2865
Fax: 321 - 727 -2270
Alabama
30181 State Highway 59
Suites 5A/B & 6A/B
Loxley, AL 36551
Phone 800 - 382 -3150
Indiana
6975 Corporate Circle
Indianapolis, IN 46278
Phone: 321 -473 -0543
Kansas
14843 West 951h Street
Lenexa, KS 66215
Phone 800 - 382 -3150
North Carolina
4747 NC Highway 33E
Suite F
Greenville, NC 27858
Phone 800 -382 -3150
Pennsylvania
904 Marcon Boulevard
Suite 103
Allentown, PA 18109
Phone: 800-640-8441
Tennessee
109 Threat Industrial Blvd
Suites 5 & 6
Smyrna, TN 37167
Toll Free: 800 - 382 -3150
Fax: 866 - 671 -1823
Texas
2414 North Elm Street
Denton, TX 76201
Toll Free: 800- 803 -5145
Fax: 866- 839 -8106
Virginia
3636 Aerial Way Drive
Roanoke, VA 24018
Toll Free: 800 - 640 -8441
Fax: 540 - 375 -5080
Wilson Meadows
Vice President
FilterPro USA, LLC
4510 Helton Drive
Florence, AL 35630
1)) fEieeutly• Faellity Soi utle at
October 15, 2015
Re: FilterPro USA, LLC / ARES Holdings, LLC
Dear Mr. Meadows:
12/8/2015 16.E.1.
-fluftex twu h
high yield hvacr service
As you know, I am the Chief Legal Officer for the above named entities, as well as
FilterPro USA, LLC, and ARES Holdings, LLC, all of which are related affiliates, with a
common managing member, Robert Bull. I also handled ARES's purchase of Kleen Air
Research's assets in 2014. Accordingly, please be advised that FilterPro now operates,
manages, and controls those assets and the business located at 4510 Helton Drive, in
Florence Alabama. If you have any questions or require additional information please do
not hesitate to call me at 727 -542 -8722.
Respectfully,
W die` d V. tai
Michael D. Allweiss, Esquire
Cc: Wilson Meadows
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www.emsmechanica7.com
12/8/2015 16.E.1.
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of
20_, by and between Filter Pro USA, LLC. d/b /a Kleen Air Research ("Filter Pro "), and
Collier County, a political subdivision of the State of Florida ( "County ").
WHEREAS, on September 9, 2014, as agenda item 16.E.6, Invitation to Bid (ITB) #14-
6304 "Air Filtration Services" was awarded to Kleen Air Research, Inc. ( "Kleen Air "), a copy of
which is attached hereto as Exhibit A and hereinafter referred to as "Agreement;" and
WHEREAS, Kleen Air hereby represents to Collier County that by virtue of an asset
purchase agreement Filter Pro is the successor in interest to Kleen Air in relation to the
Agreement; and
WHEREAS, the parties wish to formalize Filter 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. Filter Pro accepts and assumes all rights, duties, benefits, and obligations of the
Vendor under the Agreement, including all existing and future obligations to pay and perform
under the Agreement.
2. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both parties.
3. Notice required under the Agreement to be sent to Vendor shall be directed to:
VENDOR:
Filter Pro USA, LLC d/b /a Kleen Air Research
445 West Drive
Melbourne, FL 32390
Phone: 256- 767 -5122
Email: bobbull @crosmechanical.com
Attention: Robert A. Bull
4. The County hereby consents to Filter Pro's assumption of the Agreement in order
to continue the services provided under ITB #14 -6304 by virtue of the Asset Purchase
Agreement and name change. No waivers of performance or extensions of time to perform are
granted or authorized. The County will treat Filter Pro as the Vendor for all purposes under the
Agreement.
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12/8/2015 16.E.1.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
COLLIER COUNTY:
ATTEST:
DWIGHT E. BROCK, Clerk
, Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
TIM NANCE, CHAIRMAN
Filter Pro USA, LLC d/b /a Kleen Air Research
By: Attest:
Type /print name and title
legality:
By:
Jeffrey
County
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Type/print name