Agenda 04/13/2010 Item #16E 8
Agenda Item No. 16E8
April 13, 2010
Page 1 of 5
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from Trutwin Industries, Inc., to RoadSafe Traffic Systems, Inc., for
Roadway Paint, Thermoplastic Markings, and Raised Markers.
OBJECTIVE: To complete the assignment of the agreement from the original party, Trutwin
Industries, Inc. ("Trutwin"), to RoadSafe Traffic Systems, Inc. ("RoadSafe").
CONSIDERATIONS: The original contract, #06-3918 "Roadway Paint, Thermoplastic Markings,
and Raised Markers", was dated April 25, 2006, and approved by the BCC as Agenda Item
16.B.10. The Contract was by and between Collier County and Trutwin. The Traffic Operations
and Roadway Maintenance departments utilize the services provided under this contract.
Subsequently, RoadSafe purchased the assets of Trutwin on February 26, 2010, County staff
was notified on February 23, 2010, of the asset purchase. Following the Procurement
Administration Procedures, staff has acquired the necessary documents from RoadSafe 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.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with
this Executive Summary.
LEGAL CONSIDERATIONS: This agreement has been reviewed by the County Attorney and
is legally sufficient for Board action. -JAK
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to sign the Assumption Agreement Trutwin to RoadSafe, for Roadway Paint,
Thermoplastic Markings, and Raised Markers.
PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department
Item Number:
Item Summary:
Meeting Dale:
Agenda Item No. 16E8
April 13, 2010
Page 2 of 5
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
16EB
Recommendation to approve and authorize the Chairman to sign the Assumption Agreement
from Trutwin Industries, Inc., to RoadSafe Traffic Systems, inc., for Roadway Paint,
Thermoplastic Markings, and Raised Markers.
4/13/2010 9:00:00 AM
Date
Prepared By
Diana DeLeon
Administrative Services
Division
Contracts Technician
Purchasing & General Services
31251201010:26:07 AM
Date
Approved By
Steve Carnell
Administrative Services
Division
Director - Purchasing/General Services
Purchasing & General Services
3126/2010 3:58 PM
Len Golden Price
Date
Approved By
Administrative Services
Division
Administrator - Administrative Services
Administrative Services Division
4/2120108:17 AM
Date
Approved By
OMS Coordinator
County Manager's Office
Office of Management & Budget
4/2/20109:19 AM
Date
Approved By
Jeff Klatzkow
County Attorney
4/2/20103:11 PM
Date
Approved By
Therese Stanley
Office of Management &
Budget
Manager - Operations Support - Trans
Office of Management & Budget
4/5/20104:51 PM
Date
Approved By
Leo E. Ochs, Jr.
County Managers Office
County Manager
County Managers Office
4/6/201012:08 PM
Agenda Item No. 16E8
April 13, 2010
Page 3 of 5
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of ,2010, by
and between RoadSafe Traffic Systems, Inc. ("RoadSafe") and Collier County, a political
subdivision of the State of Florida ("County").
WHEREAS, on April 25, 2006, the Collier County Board of County Commissioners
entered into an Agreement with Trutwin Industries, Inc., for Roadway Paint, Thermoplastic
Markings, and Raised Markers (attached hereto as Exhibit A, and hereinafter referred to as the
"Agreement"); and
WHEREAS, RoadSafe hereby represents to Collier County that by virtue of an asset
purchase agreement RoadSafe is the successor in interest to Trutwin Industries, Inc., in relation
to the Agreement; and
WHEREAS, the parties wish to formalize RoadSafe'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:
I. RoadSafe 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.
2. RoadSafe will promptly deliver to County evidence of insurance consistent with
page II and 12 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:
RoadSafe Traffic Systems, Inc.
Attention: Doug Crouse
8031 Mainline Parkway
Fort Myers, Florida 33912
5. The County hereby consents to RoadSafe's assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. The County
will treat RoadSafe as the Contractor for all purposes under the Agreement.
Agenda Item No. 16E8
April 13, 2010
Page 4 of 5
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
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Deputy Clerk
Fred W. Coyle, Chairman
RoadSafe Traffic Systems, Inc.
By:
Kathleen Holst, COO/RVP
Attest:
Corporate Secretary
Date:
Date:
sufficiency:
2
Agenda Item No. 16E8
Aprii 13,2010
Page 5 of 5
TRUTWIN INDUSTRIES, INC.
N031 Mainline Parkway
Fort Myers, FL 33912
February,t.,3,2010
Collier County Govcrnment Alln: Bob Tipton 438-6019
Collier County Traffic Ope"'dtions, 2885 S Horseshoe Drive, Naples, FL 34104
Re: Consent with respect to PO#4500111958 Roadway Paint, Thermoplastic Markings, and
Raised Markers (the "Contract") dated 10/1/09 betwecn Trutwin (as defined hclow) and
Collier County Government (the "Consenting Party")
To whom it mal' concern:
Pursuant to an asset purchase agrecment to be executed on or about February ~, 2010 (the
"Purchase Agreement") bctween RoadSafe Traffic Systems, Inc. or an affiliate thereof
(collectively, "'Buyer"), Trut",;n Industries, Inc. ("'Trutwin") and Joseph Trutwin, Trutwin
desires to transfer to Buyer substantially all of its assets and certain of its liabilities, including,
without limitation, the rights and post closing performance obligations under the Contract
(collectively. the "'Transfer"). The Contract requires that Trotwin secure the consent of
Consenting Party in connection with the Transfer and related assignment of the Contract.
We hereby request your consent to the Transfer and the related assignment of the Contract to
Buyer and your confirmation that the Contract will remain in full force and effect pursuant to its
terms. Please indicate such consent and your confirnlation that the Contract will remain in full
force ","d ef~~c; by coun.~~r-signing a copy of/his .Ict~cr an;!Jcl~J1ling one copy to Trutwin vi~
faCSImIle at ..c}/-4'1:1-h }! and to the attemlon oj),'>,/,I, lrt.rm"fJt IS hereby understood that 111
the event that the aforementioned Transfer and assignment of the Contract does not occur. your
consent shall he null and void.
The assets of Trutwin Industries, Inc. will remain at K03] Mainline Pkwy., Fort Myers, under
RoadSafe Traffic Systems, Ine, ownership atier closing.
Sincerely,
TRUTWIN INDUSTRIES, INC.
r1 (" ...____.-~.. , ,</
By: <,~ ~J .,7.( "~l".o~ / ~
Nar6e: .IO'seph F. Trutwin
Title: President
Collier County Government hereby consenls to thl: foregoing:
By:
Name:
Title:
Date:
128959.0010511197101)Ov.1