Agenda 09/08/2015 Item #16E129/8/2015 16.E.12.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption Agreement
from Uni- Select USA, Inc., to IEH Auto Parts, LLC d /b /a Auto Plus Auto Parts, as it relates
to Invitations to Bid #13 -6058 "Filters for Fleet Vehicles" and #15 -6380 "Original Equipment
Manufacturer and Aftermarket Parts for Fleet Parts, Accessories, and Tools."
OBJECTIVE: To assign the agreements from the original party, Uni- Select USA, Inc., to IEH
Auto Parts, LLC d /b /a Auto Plus Auto Parts.
CONSIDERATIONS: The proposed Assumption Agreement assigns all rights, duties, benefits,
and obligations of the Contractor under Invitation to Bid (ITB) #13 -6058 "Filter for Fleet Vehicles"
dated May 14, 2013 (agenda item 16E13) and ITB #15 -6380 "Original Equipment Manufacturer
(OEM) and Aftermarket Parts for Fleet Parts, Accessories, and Tools" (agenda item 16E7) from
Uni - Select USA, Inc., to IEH Auto Parts, LLC d/b /a Auto Plus Auto Parts. These agreements were
by and between Collier County and Uni- Select USA, Inc. Fleet Management division utilizes the
services provided under these agreements.
IEH Auto Parts, LLC d /b /a Auto Plus Auto Parts purchased the assets of Uni- Select USA, Inc. on
February 9, 2015 and County staff was notified on July 23, 2015 of the asset purchase. Following
the Procurement Administration Procedures, staff has acquired the necessary documents from IEH
Auto Parts, LLC d /b /a Auto Plus Auto Parts which has been reviewed and approved by the County
Attorney's staff. The Procurement Division is recommending approval of the assumption of these
agreements by the new company.
FISCAL IMPACT: This request has no fiscal impact.
GROWTH MANAGEMENT IMPACT: This request has no Growth Management impact.
LEGAL CONSIDERATIONS: The County Attorney has reviewed this item and approved it as to
form and legality. Majority support of the Board is required for approval. - JAK
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to sign the Assumption Agreement from Uni - Select USA, Inc. to IEH Auto Parts, LLC
d/b /a Auto Plus Auto Parts as it relates to ITB 413 -6058 "Filter for Fleet Vehicles" and ITB #15-
6380 "Original Equipment Manufacturer (OEM) and Aftermarket Parts for Fleet Parts, Accessories,
and Tools."
PREPARED BY: Diana De Leon, Contracts Technician, Procurement Services division
Attachments: 1) Exhibit A -1_13 -6058 and 2) Exhibit A -2_13 -6380 are found at following link:
httg:/ /purchasing colIieraov net / Shared %2ODocuments /Forms /Allltems.aspx
3) Asset Purchase Agreement
4) Proposed Assumption Agreement
5) Notification
(15 -PRC- 02927/1201412/11
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9/8/2015 16.E.12.
COLLIER COUNTY
Board of County commissioners
Item Number: 16.16.E.16.E.12.
Item Summary: Recommendation to approve and authorize the Chairman to sign the
Assumption Agreement from Uni- Select USA, Inc., to IEH Auto Parts, LLC d /b /a Auto Plus Auto
Parts, as it relates to Invitations to Bid #13 -6058 "Filters for Fleet Vehicles" and #15 -6380
"Original Equipment Manufacturer and Aftermarket Parts for Fleet Parts, Accessories, and
Tools."
Meeting Date: 9/8/2015
Prepared By
Name: DeLeonDiana
Title: Contracts Technician, Administrative Services Department
8/18/2015 8:41:32 AM
Submitted by
Title: Contracts Technician, Administrative Services Department
Name: DeLeonDiana
8/18/2015 8:41:33 AM
Approved By
Name: pochopinpat
Title: Administrative Assistant, Administrative Services Department
Date: 8/18/2015 8:53:26 AM
Name: MarkiewiczJoanne
Title: Division Director - Purchasing & Gen Svc, Administrative Services Department
Date: 8/18/2015 9:17:15 AM
Name: HerreraSandra
Title: Manager - Procurement, Administrative Services Department
Date: 8/18/2015 9:31:02 AM
Name: DeLeonDiana
Title: Contracts Technician, Administrative Services Department
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Date: 8/18/2015 9:46:26 AM
Name: PriceLen
9/8/2015 16.E.12.
Title: Department Head - Administrative Svc, Administrative Services Department
Date: 8/24/2015 5:08:31 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 8/25/2015 8:22:33 AM
Name: IsacksonMark
Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget
Date: 8/25/2015 9:04:42 AM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 8/25/2015 9:42:50 AM
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ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of
2015, by and between IEH Auto Parts, LLC d/b /a Auto Plus Auto Parts ( "IEH ") and Collier
County, a political subdivision of the State of Florida ( "County ").
WHEREAS, on May 14, 2013 (Item 16E13) the County awarded Invitation to Bid (ITB)
#13 -6058 "Filters for Fleet Vehicles" to Uni- Select USA, Inc. ( "Uni- Select "), attached hereto as
Exhibit A -1 , and hereinafter referred to as "Agreement No. 1' ; and
WHEREAS, on May 26, 2015 (Item 16E7) the Collier County Board of County
Commissioners awarded ITB #15 -6380 "Original Equipment Manufacturer (OEM) and
Aftermarket Parts for Fleet Parts, Accessories, and Tools" to Uni- Select, attached hereto as
Exhibit A -2, and hereinafter referred to as "Agreement No. 2 "; and
WHEREAS, Uni- Select hereby represents to Collier County that by virtue of an asset
purchase agreement IEH is the successor in interest to Uni- Select in relation to the Agreement;
and
WHEREAS, the parties wish to formalize IEH's assumption of rights and obligations
under Agreement No. 1 and Agreement No. 2, 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. IEH 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. Except as expressly stated, no further supplements to, or modifications of,
Agreement No. 1 and Agreement No. 2 are contemplated by the parties.
3. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONTRACTOR:
IEH Auto Parts, LLC d/b /a Auto Plus Auto Parts
901 N. Lenola Rd.
Moorestown, NJ 08057
Phone: 609 - 923 -2500
Email: rlevy @uniselect.com
Attention: Eric H. Levy
4. The County hereby consents to IEH's assumption of Agreement No. 1 and
Agreement No. 2. No waivers of performance or extensions of time to perform are granted or
authorized. The County will treat IEH as the Contractor for all purposes under the Agreements.
Except as provided herein, all other terms and conditions of Agreement No. 1 and Agreement
No. 2 remain in full force an effect.
[15 -PRC- 02927/1201413/11 Pagel of 2
Assumption 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:
DWIGHT E. BROCK, Clerk
, Deputy Clerk
IEH Auto Parts, LLC d/b /a Auto Plus Auto Parts
LIN
Type /print name and title
Approved
By:
Jeffrey
County
[I 5-PRC-02927/1201413/1
]
Assumption Agreement
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
TIM NANCE, CHAIRMAN
Attest:
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Type /print name
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9/8/2015 16.E.12.
From: ColonEvelvn
To: nel eonDiana
Cc: RurkSMlChael: M need Mario; CroftDan; CatoeMattheW: Ni IK r
Subject: RE: Vendor bought out - Two contracts in place
Date: Thursday, July 23, 2015 4:13:31 PM
Attachments: Uni S lect has been bought out by IEH Auto Parts W9 odf
w
Per our conversation, attached is the W9. Please proceed with the assumption order.
Karla,
As soon as this assumption gets approved by the Board Tracey will open new ghost reps. New blank
PO's will have to be opened at that time.
Thank you,
From: NicolKarla
Sent: Thursday, July 23, 2015 3:41 PM
To: ColonEvelyn
Cc: BurksMichael; MenendezMario; CroftDan
Subject: Vendor bought out - Two contracts in place
Importance: High
Hello Evelyn,
Mike Burks was verbally notified that Uni- Select USA Inc has been bought out by IEH
Auto Parts LLC and I have attached their new W9.
Currently we have two contracts /PO in place with Uni - Select:
13 -6058 FILTERS FOR FLEET VEHICLES
4600003262, GH #10199419
PO# 4500153180
15 -6380 OEM & AFTERMARKET PARTS FOR FLEET
4600003935, GH #10222517
PO# 4500159160
Would you please let us know how to proceed to allow us to continue using each
PO /contract?
Respectfully,
X;1�4
Karla Nicol
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Fleet Management Division
2901 County Barn Road
Naples, FL 34112
239 - 252 -4171
239 - 252 -6575 fax
karianieol(o@co_ lliergov net
Under Florida Law, e -mail addresses are public records. If you do not want your e -mail address released in response to a public
records request, do not send electronic mail tc this entity. Instead, contact this office by telephone or in writing.
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