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Agenda 11/13/2012 Item #16E 811/13/2012 Item 16.E.8. EXECUTIVE SUMMARY Recommendation to approve an assumption agreement with Evans Energy Partners LLC DBA Evans Oil Company ( "Evans Energy ") to assume Contract #07 -4180 "Gasoline and Diesel Fuel" and ITB #10 -5581 "Motor Oils, Lubricants and Fluids;" Waive purchasing policy to purchase gasoline and diesel fuel from Evans Energy without formal bidding to refuel County vehicles at the Evans commercial refueling site at South Horseshoe Drive; and retroactively approve payment for all purchases made with Evans Energy since September 26, 2012. OBJECTIVE: To obtain Board approval of an assumption agreement with Evans Energy Partners LLC DBA Evans Oil Company ( "Evans Energy ") to assume Contract 407 -4180 "Gasoline and Diesel Fuel" and Invitation to Bid (ITB) 910 -5581 "Motor Oils, Lubricants and Fluids" with all previous contract terms and conditions; Waive purchasing policy to purchase gasoline and diesel fuel from Evans Energy without formal bidding to refuel County vehicles at the Evans commercial refueling site at South Horseshoe Drive; and retroactively approve payment for all purchases made with Evans Energy since September 26, 2012. CONSIDERATIONS: Collier County Board of County Commissioners awarded Contract 407 -4180 to provide gasoline and diesel fuel for County vehicles and equipment to Evans Oil, LLC on September 25, 2007 (agenda item 16E6); and awarded ITB #10 -5581 to provide motor oils, lubricants and fluids to Evans Oil, LLC as secondary vendor on December 14, 2010 (agenda item 16E7). Evans Oil, LLC notified Collier County staff on September 26, 2012 that its operations were being shut down pending purchase by another company. Evans Oil, LLC was acquired by Florida Petroleum Company LLC effective October 1, 2012 and subsequently renamed Evans Energy Partners, LLC DBA Evans Oil Company. Evans Oil, LLC is the only fuel company in the Naples area that has an adequate number of transport tankers (capacity 8000 gallons) and tank -wagon trucks (smaller metered deliveries), plus local tank farm reserves (200,000 gallons) to service the needs of Collier County Government routinely and during emergencies. The tank -wagon capabilities are especially critical to the County for deliveries to areas such as Carnestown, the Collier Area Transit (CAT) bus facility, water and wastewater plants, emergency generator sites at buildings, water wells, and water /wastewater pumping facilities. Tank -wagon deliveries are also required for County-owned marina public refueling resale facilities. In addition, under the provisions of the Collier County contract ( #07- 4180), Evans Oil, LLC provides fuel to the City of Naples, Collier County School District, Lee County, the City of Fort Myers, the City of Cape Coral, and Charlotte County. On July 24, 2001, in the Board of County Commissioners absence, the County Manager approved a waiver of purchasing policy to purchase gasoline and diesel fuel from Evans Oil Company's fleet fueling station at South Horseshoe Drive without formal bidding (attached executive summary dated 07/24/2001.) The agreement was authorized by the County Manager as a waiver to formal bidding because this is the only commercial refueling facility in the Naples area where the County can purchase fuel at discount. The County has over 160 vehicles based at Horseshoe Drive and nearby Mercantile Avenue. The refueling site is critical to the efficiency of County operations in that a large number of vehicles can refuel at discount prices close to their base locations. The only alternative is to travel to County -owned refueling sites at County Barn Road, 4.5 miles away. On October 9, 2012 (Agenda Item 16E4), the Board approved staff's recommendation to retroactively (effective September 26, 2012) authorize a waiver of competition for fuel purchases and payments under the State of Florida contract (405- 000 -10 -1) to Mansfield Oil Company LLC to fill County owned fixed fuel tanks at the Fleet Management Operation; to add "tank wagon" services to Contract 10 -5581 Motor Oils and Lubricant with Combs Oil; and authorize purchases and payments to Mansfield Oil Company LLC for County owned fixed fuel tanks at the Fleet Management Operation and to Combs Oil for "tank wagon" services. Upon approval of the assumption, staff intends to use Contract #07 -4180 "Gasoline and Diesel Fuel" as the primary vehicle for fuel purchases unless an emergency arises with Evans Energy. Staff intends to solicit for these services prior to the final contract expiration of both agreements. The County's best interests are served to continue services with Evans Energy under these agreements. Packet Page -2586- 11/13/2012 Item 16.E.8. FISCAL IMPACT: Funds for motor fuel to run County vehicles and equipment are budgeted annually in the Fleet Management Fund 521 operating budget; total annual expenditures are estimated at $5.9 million. Funds for marina resale to the general public are budgeted annually in the Parks and Recreation Marina Fund 001 operating budget; total annual expenditures are estimated at $800,000. LEGAL CONSIDERATIONS: The County Attorney reviewed this item which is legally sufficient and requires a majority vote for approval. — JAK. GROWTH MANAGEMENT IMPACT: No growth management impact is involved RECOMMENDATION: That the Board of County Commissioners: 1. Approves assumption of Contract #07 -4180 "Gasoline and Diesel Fuel" and ITB #10 -5581 "Motor Oils, Lubricants and Fluids ", with all previous terms and conditions by Evans Energy Partners LLC DBA Evans Oil Company; and 2. Authorizes the waiver of purchasing policy to purchase gasoline and diesel fuel from Evans Energy Partners without Formal Bidding allowing the continued use of the refueling site on South Horseshoe Drive for county owned vehicles indefinitely under the same terms and conditions; and 3. Retroactively authorizes payments to Evans Energy for any outstanding invoices since September 26, 2012. Prepared By: Adam Northrup, Procurement Strategist, Purchasing Dept. Attachments: • Executive Summary "Waiver of Purchasing Policy to Purchase Gasoline and Diesel Fuel from Evans Oil Company without Formal Bidding" dated July 24, 2001. • Assumption Agreement • Exhibit A - Contract #07 -4180 dated September 25, 2007. • Exhibit B - ITB #10 -5581 awarded December 14, 2010. Packet Page -2587- 0ri24i2001 14:58 9417744010 AGE TRANSMITTAL SLIP 1 Date Submitted : July 20, 2001 COUNTY MANAGER PAr� ai 11/13/2012 Item 16.E.8. Agenda Item # Requested Agenda. Date: kZ _ (3) Proclamations (4) Service Awards 2 Approval of Agenda and Minutes (5) Presentations Lj (6) Public Petitions & Comments on General Topics (7) Board of Zoning s Public Hearings Lj (9 ) Board of County Commissioners 10 County *Manager's Report 11) Af rt Authors #14)SAdvertised 12 County Attorney's Report (1 ) Other Constitutional Officers taff and Commission Genera{ Communications (15) Future Agendas (16) Consent Agenda 17) Summary Agpnd2 Requested by: Date: Reviewed by: Date: n Crall, FI&YfAar iment 7120101 Steve Camelf, Purchasing Director 7/20101 Director Division Head: -� ko sy Date: County Manager. Date: Jo- AnneVarcoe�Leamer, Support Services Administrator Item Title: AUTHORIZE WAIVING PURCHASING POLICY TO PURCHASE GASOLINE AND DIESEL FUEL FROM EVANS OIL COMPANY WITHOUT FORMAL BIDDING. • FISCAL IMPACT: Purchases from Evans Oil are expected to exceed $100,DD0.00 per year. Expenditures are budgeted in Fund 521- 122450, Fleet Management Fuel Distribution. C, r7= List of Documents Attached: 1. Executive Summary (required) 3. 5. 2. 4. Post -k' Fax Note 7671 Dam— j �o From CQ• aP Co. r Phone K Phone M Fax k x Packet Page -2588- 07/24/2001 14:58 9417744010 COUNTY MANAGER PArF 09 11/13/2012 Item 16.E.8. EXECUTIVE SUMMARY AUTHORIZE WAMNG PURCHASING POLICY TO PURCHASE GASOLINE AND DIESEL FUEL FROM EVANS OIL COMPANY WITHOUT FORMAL BIDDING. OBJECTIVE: Obtain approval to purchase gasoline and diesel fuel from Evans Oil Company at Horseshoe Drive and Pine Ridge Road without formal bidding. CONSIDERATIONS: Collier County Government now has over 140 vehicles based at locations on Horseshoe Drive. Refueling these vehicles has become a problem in that the closest discounted refueling stations are at County Barn Road and at the School Board transportation facilities off Airport Road close to J&C Boulevard. Traveling to these sites to refuel is inconvenient and inefficient, wasting man-hours and fuel. Evans Oil Company has a commercial account filling station located on South Horseshoe Drive. This is an unattended card - operated station open 24 -hours a day. It is the only commercial account filling station in the Horseshoe Drive area, so no competition exists to warrant the formal bidding process. Evans Oil has offered the County both gasoline and diesel at the weekly Oil Price Information Service (OPIS) average price plus $0.10 per gallon. This would equate to $0.25 -$0.30 below retail pump prices. As an added benefit, Evans Oil also owns the Chevron station on Pine Ridge Road at Interstate 75. Evans has offered the County the same prices at that station. This would solve another problem in that the County has no fueling facilities for vehicles operating in the Northeast Naples area. Evans' automated fueling system offers detailed billing reports that show dates, times, amounts, costs, and mileage. The County will continue to order and take fuel deliveries at County fuel storage tanks under the existing annual fuel contract. FISCAL IMPACT: Purchases from Evans Oil are expected to exceed $100,000.00 per year. Expenditures are budgeted in Fund 521 " , Fleet Management Fuel Distribution. GROWTH MANAGEMENT IMPACT: No growth management impact is involved. RECOMMENDATION: Waive the purchasing policy for formal bidding and approve purchase of gasoline and diesel fuel for County vehicles from Evans Oil Company at their Horseshoe Drive and Pine)�dge Road refueling sites for an indefinite period. SUBMITTED BY: Date: 7Z2 O D/ Dan Croft, Fleet Man-agolne6t Director REVIEWED BY: Awl Sd , �`w Date: � 1 ZA OI Steve CC;;arnell, Purchasing Director REVIEWED BY: ALA2 (7-A . FO /` . Date: -7 2o O Jo -Anne Varcoe- Leamer, Support Services Administrator APPROVED BY: — Dater Thomas W. 011iff, Co Manager Packet Page -2589- COLLIER COUNTY Board of County Commissioners Item Number: 16.E.8. 11/13/2012 Item 16.E.8. Item Summary: Recommendation to approve an assumption agreement with Evans Energy Partners LLC DBA Evans Oil Company ( "Evans Energy ") to assume Contract #07 -4180 "Gasoline and Diesel Fuel" and ITB #10 -5581 "Motor Oils, Lubricants and Fluids;" Waive purchasing policy to purchase gasoline and diesel fuel from Evans Energy without formal bidding to refuel County vehicles at the Evans commercial refueling site at South Horseshoe Drive; and retroactively approve payment for all purchases made with Evans Energy since September 26, 2012. Meeting Date: 11/13/2012 Prepared By Name: NorthrupAdam Title: Procurement Strategist, Purchasing 10/25/2012 3:50:20 PM Submitted by Title: Procurement Strategist, Purchasing Name: NorthrupAdam 10/25/2012 3:50:22 PM Approved By Name: NorthrupAdam Title: Procurement Strategist, Purchasing Date: 10/26/2012 8:45:02 AM Name: WardKelsey Title: Manager - Contracts Administration,Purchasing & Ge Date: 10/26/2012 8:57:54 AM Name: MarkiewiczJoanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 10/26/2012 9:21:18 AM Packet Page -2590- Name: pochopinpat Title: Administrative Assistant,Facilities Management Date: 10/26/2012 10:58:26 AM Name: KlatzkowJeff Title: County Attorney Date: 10/29/2012 9:49:17 AM Name: PriceLen Title: Administrator, Administrative Services Date: 10 /30/2012 2:12:42 PM Name: KlatzkowJeff Title: County Attorney Date: 10/31/2012 8:34:58 AM Name: FinnEd Title: Senior Budget Analyst, OMB Date: l 1 /1 /2012 3:49:49 PM Name: OchsLeo Title: County Manager Date: 11/5/2012 9:19:41 AM Packet Page -2591- 11/13/2012 Item 16.E.8. 11/13/2012 Item 16.E.8. ASSUMPTION AGREEMENT This ASSUMPTION AGREEMENT is made and entered into as of , 2012, by and between Evans Energy Partners LLC d.b.a. Evans Oil Company ( "Evans Energy ") and Collier County, a political subdivision of the State of Florida ( "Collier County "). WHEREAS, on September 25, 2007, the Board of County Commissioners awarded and entered into Contract #07 -4180 "Gasoline and Diesel Fuel" with Evan's Oil Company LLC, ( "Contractor ") a copy of which is attached hereto as Exhibit A, together with any extensions thereto, and hereinafter referred to as the "Agreement;" and WHEREAS, on December 14, 2010 (Agenda Item 10 -K), the Board of County Commissioners awarded Invitation to Bid (ITB) #10 -5581 "Motor Oils, Lubricants, and Fluids" to Evan's Oil as a secondary vendor, a copy of which is attached hereto as Exhibit B, and hereinafter referred to as "ITB #10- 5581;" and WHEREAS, Evans Energy hereby represents to Collier County that by virtue of an amended Purchase Agreement, it is the successor in interest to the Contractor; and WHEREAS, the parties wish to formalize Evans Energy's assumption of rights and obligations under the Agreement and ITB #10 -5581, 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. Evans Energy accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement and ITB #10 -5581, including all existing and future obligations to pay and perform under the Agreement and ITB #10 -5581. 2. Evans Energy will promptly deliver to Collier County evidence of insurance consistent with the Agreement and ITB #10 -5581 . 3. Except as expressly stated, no further supplements to, or modifications of the Agreement and ITB #10 -5581 are contemplated by the parties. 4. Notice required under the Agreement and ITB #10 -5581 to be sent to Evans Energy shall be directed to: CONTRACTOR: Evans Energy 3170 S. Horseshoe Drive Naples, Florida 34104 Attention: Peter Johnson Packet Page -2592- 11/13/2012 Item 16.E.8. 5. Collier County hereby consents to Evans Energy's assumption of the Agreement and ITB #10 -5581. No waivers of performance or extensions of time to perform are granted or authorized Collier County will treat Evans Energy as the Contractor for all purposes under the Agreement and ITB #10 -5581. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. FOR COLLIER COUNTY: ATTEST: DWIGHT E. BROCK, Clerk By: Deputy Clerk FOR EVANS ENERGY PARTNERS LLC d.b.a. EVANS OIL COMPANY: itness (signature) (Print name) ress (s' ) (Print name) as to form sufficiency: J BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, CHAIRMAN M -Tc,- Pnrtt Name Packet Page -2593- NZI 3 11/13/2012 Item 16.E.8. A G R E E M E N T 07-4180 for Gasoline & Diesel Fuel nt�i IS AGREEMENT, made and entered into on this of day of 2007, by and between Evans Oil Company LLC, authorized to do business in the State of Florida, whose business address is 3170 S. Horseshoe Drive, Naples, Florida 34104, hereinafter called the "Contractor ", and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a two (2) year period, commencing on October 1, 2007, and terminating on September 30, 2009. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional two (2) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall furnish and deliver unleaded gasoline and diesel fuel on an as needed basis in accordance with the terms and conditions of Bid #07 -4180 and the Contractor's proposal referred to herein and made an integral part of this agreement. 3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this Agreement, an amount estimated to exceed Three Million Dollars ($3,000,000), based on the aggregate of the units actually ordered and furnished at the actual price of the fuel plus the Contractor markup per gallon as noted on the Contractor's Bid Response Form. 4. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following address: Pac- t ..f I Packet Page -2594- 11/13/2012 Item 16.E.8. Evans Oil Company LLC 3170 S. Horseshoe Drive Naples, Florida 34104 Attention: Randy M. Long Telephone: 239 - 262 -4124 Facsimile: 239 - 262 -7861 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Attn: Steve Carnell, Purchasing /GS Director Telephone: 239- 252 -8371 Facsimile: 239 - 252 -6584 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non - County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 7. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, county facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to Pa—') „f7 Packet Page -2595- 11/13/2012 Item 16.E.8. suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 8. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non - performance. 9. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non - Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution and Remediation Liability Insurance: (1) Contractor shall maintain: a. Pollution and Remediation Liability Insurance including the cost of defense during the term of this agreement and for a period of five (5) years following the completion of the Project as outlined in this Agreement. Such coverage shall apply specifically to the contracting services /scope of work as outlined in this Agreement and shall include but not be limited to Pollution Legal Liability (legal liability arising out of the discharge, dispersal, release, seepage, migration or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gasses, hazardous materials, waste materials or other irritants, contaminants Pan- 2 ..f 7 Packet Page -2596- 11/13/2012 Item 16.E.8. or pollutants into or upon land, the atmosphere or any watercourse or body of water including groundwater at, under or emanating from the project); b. Remediation Legal Liability/ Expense (expenses incurred for or in connection with the investigation, monitoring, removal, disposal, treatment or neutralization of a condition arising from the discharge, dispersal, release, seepage, migration or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gasses, hazardous materials, waste materials or other irritants, contaminants or pollutants into or upon land the atmosphere or any watercourse or body of water including groundwater at, under or emanating from the Project, as well as the cost to repair or replace real or personal property damaged during the course of Remediation Expense in order to restore the property to the condition it was in prior to the Remediation Expense to the extent required by Federal, State, Local or Provincial laws, regulations or statutes or any subsequent amendments thereof); and c. Transportation Legal Liability/ Expense - Pollution Legal Liability or Remediation Legal Liability/ Expense arising out of the movement by the Contractor /professional /Consultant of product or waste of the Owner to its final delivery point as specified under this Agreement. (2) Limits Required: Each Loss or Expense $2,000,000 Annual Aggregate $4,000,000 The Annual Aggregate limit shall apply separately to this project. (3) If coverage is provided on a "Claims Made" form as opposed to an "Occurrence" form, the retroactive date for coverage shall be no later than the commencement date of the Project and shall provide that, in the event of cancellation or non- renewal, the Extended Reporting Period (Discovery Period) for claims shall be no less than three (3) years. (4) The Collier County Board of County Commissioners shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the Owner. (5) This policy shall include contractual liability coverage to contemplate the indemnity provisions of this agreement. Special Requirements: Collier County shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County the (30) days prior to any expiration date. P,--^ A F Packet Page -2597- 11/13/2012 Item 16.E.8. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subContractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Fleet Management Department. 13. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, and Bid #07 -4180 Specifi- cations/Scope of Services. 15. SUBTECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or Pang '; ^F7 Packet Page -2598- 11/13/2012 Item 16.E.8. quotes; and, c. immediate termination of any contract held by the individual and /or firm for cause. 17. IMMIGRATION LAW COMPLIANCE• By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation. that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 18. VENUE: Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES: Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS: If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Pa.-- < ^P Packet Page -2599- 11/13/2012 Item 16.E.8. IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: Dwi ibck, Clerk of Courts I ye, t '� 2i �r s Firstess TType /print itness nameT .ca n- , C�-zxt, Second Witness �q(4k,(L t . C i do; TType/ print 'Witness nameT Approved as to form and legal sufficiency: ttorney Print N BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: J �Cioletta, Chairman Evans Oil Company LLC Page 7 of 7 Packet Page -2600- THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERMI OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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 LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXFMRAro_ LTRR TYPE OF IK�JlRAWCIF POLICY NUMBER LIMrrS GENERAL LIABRITY EACH OCCURRENCE Is 5,000,m A x I COMMERCIAL G NEPAL LIABLI Y CP30D694 1 04!1212007 0411212008 DAMAGE TO RENTED lEaiculrauL $ 100,000 CLAIMS MA!)E �1 OCCUR .,� ___ _____. ! . a nnn A 1 I I ANY AUTO j ALL OWNED A ( x SCHEDULED; (1 x HIRED AUTOS x I NON - OWNED, AGE LIABILITY ANY AUTO B 1 1 x !OCCUR PER CP300694 CLAMS MADE I F-XD000033741 0411212007 i 04112120M 0411212007 1 04112/2008 COMBINED SINGLE LIMIT 11/13/2012 Item 16.E.8. ACORD CERTIFICATE OF LIABILITY INSURANCE °^TE (rMI°°^YYY) BODILYINJURY 09/0612007 OOU THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PREMIER INSURANCE COR .,1NC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P O BOX 100770 0 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR AW PROPERTY DAMAGE ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CAPE CORAL, 339t0.077 PHONE: 239 -542 -7101 1 INSURERS AFFORDING COVERAGE NAIC # INSURED EVANS OIL C MPANY, LLC; RML LLC; INSURER A Empire Fire & Marine AUTO ONLY: & LONG EQUIMENT FINANCE LLC INSURER B: Admiral Ins Co P 0 BOX 856 INSURER c: Landmark American Ins Co NAPLES, FL 106 I INSURER D: FCC[ Insurance Co THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERMI OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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 LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXFMRAro_ LTRR TYPE OF IK�JlRAWCIF POLICY NUMBER LIMrrS GENERAL LIABRITY EACH OCCURRENCE Is 5,000,m A x I COMMERCIAL G NEPAL LIABLI Y CP30D694 1 04!1212007 0411212008 DAMAGE TO RENTED lEaiculrauL $ 100,000 CLAIMS MA!)E �1 OCCUR .,� ___ _____. ! . a nnn A 1 I I ANY AUTO j ALL OWNED A ( x SCHEDULED; (1 x HIRED AUTOS x I NON - OWNED, AGE LIABILITY ANY AUTO B 1 1 x !OCCUR PER CP300694 CLAMS MADE I F-XD000033741 0411212007 i 04112120M 0411212007 1 04112/2008 COMBINED SINGLE LIMIT $ 5,000,000 (Ea accident) BODILYINJURY $ (Per person) BODILY INJURY s (Per a=dent) PROPERTY DAMAGE ; (Peramdent) AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC $ AUTO ONLY: DEDUCTIBLE ( I ( $ RETENTION I S WORKERS COMPENSATION AND , X ! WC STATU- OTH-1 RS EMPLOYE' LIABILITY I D ANYPROPRIETORIPARTN CUT(VE 001- WC07A- 57652 0411212007 0411212008 E.L. EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUD D7 E.L. DISEASE - EA EMPLOYEE $500,000 N �.Idesoribe under S below I E.L. DISEASE - POLICY L1M1T S 500,000 OTHER 5,D00,000 C 15,000,000EXCESS OVER PRIMARY LHAO34646 0411212007 002120D8 I DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS , ATTN: FACILITIES MANAGEMENT Contract 007 -4180 - Gasoline I& diesel fuel contract Collier County Government Eioard of County Commissioners is named Additional Insured for General Liability and Aut Liability. MCS90 endorsement is included. CERTIFICATE HOLDER III CANCELLATION SHOULD ANYOFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION COLLIER COUjItTY GOVERNMENT DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAL 10 DAYS WRITTEN BOARD OF C NTY COMMISSIONERS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 3301 EAST TAM "I TRAIL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS 0 NAPLES, FL 3 112 REPRESENTATIVES. AUTHORIZED REPRESENTATIV f <TP> ACORD 25 (2001/08) Packet Page -2601- 6ORD GORPORATION I 11/13/2012 Item 16.E.8. IMPORTANT if the c Irtificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this �rtificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBR GATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require in endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Cer�ificate 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. ACORD 25 (2001108) , Packet Page -2602- 11/13/2012 Item 16.E.8. cort Cow Adrrinisbrathe xeMces Dvision Purchasing INVITATION TO BID Date: September 30, 2010 From: Brenda Reaves, Purchasing Tech 239 - 252 -6020 (Telephone) 239 - 252 -6596 (FAX) B rendaReaves @colliergov.net (Email) To: Prospective Vendors Subject: Solicitation # and Title 10 -5581 "Motor Oils, Lubricants & Fluids As requested by the Fleet Management Department, the Collier County Board of County Commissioners Purchasing Department has issued this ITB for the purpose of obtaining fair and competitive responses. Please refer to the Public Notice included in this document for the opening date and time and any applicable pre -ITB conference. All questions regarding this ITB must be submitted online on the Collier County Purchasing Department E- Procurement website: www.colliergov.net/bid. All responses to questions will be posted on the website with electronic notification to all prospective vendors. We look forward to your participation in Collier County's competitive procurement process. cc: Jack Curran, Purchasing Agent Dan Croft, Fleet Director Note: All ITB responses submitted manually must be submitted as one original, and two exact duplicate copies, including any required forms. #10 -5581 ITB Template_04152010 pUVW09 De' • 330' T amiami Trail Easl • Naves, E on= 34112 • mvw callierau- net1purcnasing Packet Page -2603- 0 11/13/2012 Item 16.E.8. Invitation to Bid Index PublicNotice .................................................................................... ............................... 3 Exhibit I: Specifications and Response Format .............................. ............................... 4 Exhibit II: General Bid Instructions .................................................. ............................... 7 Exhibit III: Standard Purchase Order Terms and Conditions ........... .............................14 Exhibit IV: Additional ITB Terms and Conditions ........................... ............................... 17 Attachment 1: Vendor Submittal - Vendor's Check List ................. ............................... 21 Attachment 2: Vendor Submittal - Bid Response Form ................. ............................... 22 Attachment 3: Vendor Submittal - Insurance and Bonding Requirements .................... 24 Attachment 4: Vendor Submittal - Local Vendor Preference Affidavit .......................... 29 Attachment 5: Vendor Submittal - Immigration Affidavit ................ ............................... 30 Attachment 6: Vendor Submittal - Vendor's Non - Response Statement ....................... 28 #10 -5581 ITB Template_04152010 Packet Page -2604- 11/13/2012 Item 16.E.8. Public Notice Sealed bid responses for 10 -5581 "Motor Oils, Lubricants & Fluids ", will be received manually only at the Collier County Purchasing Department Director's Office, 3301 Tamiami Trail East, Building "G ", Naples, Florida 34112 until 2:30p.m. CollierCounty local time on October 21, 2010. Solicitation responses received after the stated time and date will not be accepted. 10 -5581 "Motor Oils, Lubricants & Fluids" No pre -bid conference will be held for this solicitation All questions regarding this ITB must be submitted online on the Collier County Purchasing Department E- Procurement website: www.colliergov.net/bid. All responses to questions will be posted on the website with electronic notification to all prospective vendors. All solicitation responses must be made on the official ITB response form included and only available for download from the Collier County Purchasing Department E- Procurement website noted herein. ITB Documents obtained from sources other than Collier County Purchasing may not be accurate or current. Collier County encourages vendors to utilize recycled paper on all manual bid response submittals. Collier County does not discriminate based on age, race, color, sex, religion, national origin, disability or marital status. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: /s/ Steve Carnell Steve Carnell, C.P.M. Purchasing /General Services Director Publicly posted on the Collier County Purchasing Department website: www.colliergov.net/purchasing and in the lobby of the Purchasing Building on September 30,2010. #10 -5581 ITB Template_04152010 Packet Page -2605- 11/13/2012 Item 16.E.8. Exhibit I: Specifications and Response Format As requested by the Collier County Fleet Management Department (hereinafter, the "Division or Department "), the Collier County Board of County Commissioners Purchasing Department (hereinafter, "County ") has issued this Invitation to Bid (hereinafter, "ITB ") with the intent of obtaining bids from interested and qualified firms in accordance with the terms, conditions and specifications stated or attached. The Vendor, at a minimum, must achieve the requirements of the Specifications stated herein. Brief Description of Purchase The County is seeking to establish a contract with a qualified vendor to purchase motor oils, lubricants and fluids for over 750 on -road vehicles and 2000 equipment items maintained by the County's Fleet Management Department. The contract will include both bulk and packaged products. Product Quality Collier County requires original equipment manufacturer (OEM) quality lubricants and fluids to maintain its vehicles and equipment. Engine oils, lubricants, and fluids provided under this contract shall comply with API Engine Service Classification and SAE Crankcase Oil Viscosity Classification System and other specified requirements called for under these bid specifications. By signing the bid proposal, the vendor certifies that the engine oils, greases, fluids, and lubricants meet or exceed vehicle or equipment warranty requirements. When owner's manual recommendations for API classification, SAE viscosity, and oil change and lubrication intervals are followed, the vendor will assume all responsibility for engine or component damage resulting from faulty oil, greases, fluids, or lubricants supplied in accordance with this contract. The vendor shall notify the County in writing of any changes to API or SAE product specifications for changes of brands during the contract period. Product Specifications /Estimated Annual Requirements The products listed below are those principally used by Fleet Management but are not inclusive of all products that will be purchased under this contract. The annual quantities are good faith estimates based on previous purchases. Actual purchase quantities may vary. The County makes no guarantee of any minimum or maximum purchase quantities under this agreement. Product Specification Est. Annual Requirements Motor Oil SAE 15W40 (Bulk) 19,000 quarts SAE 15W40 (Quarts) 1,500 quarts SAE 5W30 (Bulk) 5,000 quarts SAE 5W30 (Quarts) 500 quarts Hydraulic Oil AW, ISO 68 (Bulk) 1,500 quarts Hydraulic Oil Shell Tellus T -22 (or equivalent) 250 quarts Automatic MERCON V (Bulk) 1300 quarts Transmission Fluid Automatic Valvoline Max Life Dex/Merc 2,500 quarts Transmission Fluid (or equivalent) #10 -5581 ITB Template-04152010 Packet Page -2606- 11/13/2012 Item 16.E.8. Automatic Allison - Transynd (or equivalent) 1,600 quarts Transmission Fluid Gear Oil Synthetic 80W140 — 5 gallon 1,500 quarts Tractor Chevron 1000 THE 2,000 quarts Hydraulic Fluid Grease, NLGI -2 GC -LB 150 - # Automotive EP Gear Oil API-GI-5 or MT -1 (85W140) 100 gallons Delivery Requirements Products ordered from this contract shall be delivered by the vendor within one business day to one of the locations listed below as designated by the County. If the delivery time cannot be met, the vendor shall notify the County immediately. Fleet Management County Barn Maintenance Facilities 2901 County Barn Road Naples, FL 34112 Fleet Management Immokalee Maintenance Facilities 402 Sgt. Joe Jones Road Immokalee, FL 34142 Fleet Management Davis Blvd. Maintenance Facilities 4800 Davis Boulevard Naples, FL 34104 Fleet Management Radio Road Maintenance Facilities 8300 Radio Road Naples, FL 34104 Minimum Delivery Order The minimum delivery order on this contract shall be a combination of at least two (2) cases of oils, greases, or fluids when the products are shipped in cases. Any product in a 120 - pound container or a drum shall have a minimum order of one (1) each. The minimum order of bulk deliveries shall be 50 gallons. #10 -5581 ITB Template-04152010 5 Packet Page -2607- FN 11/13/2012 Item 16.E.8. Projected Timetable Event Date Issue Solicitation Notice September 30, 2010 Last Date for Receipt of Written Questions October 12, 2010, 12:00pm, Naples Local Time Addendum Issued Resulting from Written Questions or Pre- N ?A Proposal Conference Solicitation Closing Date and Time October 21,2010, 2:30PM, Naples Local Time Evaluation of Submittals TBD Board of County Commissioner's Contract Approval Date TBD Response Format will be manual, and vendor must attach all completed information below: • Vendor Price Sheet in Excel format • Attachment 1: Vendor's Check List • Attachment 2: Bid Response Form • Attachment 3: Insurance and Bonding Requirements • Attachment 4: Local Vendor Preference Affidavit • Attachment 5: Immigration Affidavit #10 -5581 ITB Template_04152010 Packet Page -2608- Exhibit II: General Bid Instructions 1. Purpose /Objective 11/13/2012 Item 16.E.8. As requested by the Collier County Fleet Management Department, the Collier County Board of County Commissioners Purchasing Department (hereinafter, the County) has issued this Invitation to Bid (hereinafter, the "ITB ", or "Bid ") with the sole purpose and intent of obtaining bid responses from interested and qualified firms in accordance with the terms, conditions, and specifications stated and /or attached herein /hereto. The successful vendor will hereinafter be referred to as the "Vendor" All bids must be submitted on the Bid form furnished by the County noted in Attachments 1, 2, 3, 4, and 5 of this ITB. No bid will be considered unless the Bid form is properly signed. Vendor is responsible to read and follow the instructions very carefully, as any misinterpretation or failure to comply with these instructions could lead to the bid submitted as being rejected as non - responsive. 2. Pricing Vendors must provide unit prices using the unit of measure specified by the County. The vendor will provide firm net bid prices that include delivery to the County Fleet Management shop locations listed in the specifications. The prices of products delivered in drums shall include pickup of empty drums when new drum orders are delivered. When the contract expires or when no new drum orders are placed, the vendor shall pick up all empty drums within 30 days at no expense to the County. Any environmental or waste clean -up fees imposed by Federal, State, or local government shall be included in the product bid prices and shall not be listed on invoices as additional costs. To qualify your bid, prices must be firm for a period of at least 60 days from the effective day of the contract. After completion of the initial period, prices may be changed with at least one week advance notice by particular product(s) at the written request of the vendor. Accompanying the request letter must be official notification from the vendor's supplier of price change and the amount of change. Collier County's purchase prices may be changed only in the amount changed by the vendor's supplier. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. I Alternate Bid Pricing In the event that alternate pricing is requested, it is an expressed requirement of the bid to provide pricing for all alternates as listed. The omission of a response or a no -bid or lack of a submitted price will be the basis for the rejection of the submitted bid response. All bids responses received without pricing for all alternates as listed will be considered technically non - responsive and will not be considered for award. 4. Equal Product Manufacturer4 names or brand names are used in these specifications for the purpose of establishing minimum requirements of level of quality or standards required, and is are in no way intended to prohibit the bidding of other manufacturer's items of equal or similar material. An #10 -5581 ITB Template-04152010 Packet Page -2609- 11/13/2012 Item 16.E.8. equal or similar product may be bid, provided that the product is found to be equal in quality and /or standards of the item specified. Where an equal or similar product is bid, the Bid must be accompanied with two (2) complete sets of factory information sheets (specifications, brochures, etc.) and test results, if applicable, of unit bid as equal or similar. The County shall be sole judge of equality or similarity, and its decision shall be final. 5. Discounts Any discounts or terms must be shown on the Bid form. Such discounts, if any, may be considered in the award of tie bids. In no instance should payment terms less than fifteen (15) calendar days be offered. 6. Exceptions Vendors taking exception to any part or section of these specifications shall indicate such exceptions on a separate sheet entitled "EXCEPTIONS TO SPECIFICATIONS." Failure to indicate any exceptions to the specifications shall be interpreted as the Vendors intent to fully comply with the specifications as written. The County, at its sole discretion, shall determine if the exceptions are material in nature, and if the Vendor's exceptions may be declared grounds for rejection of bid proposal. 7. Addenda The County reserves the right to formally amend and /or clarify the requirements of the bid specifications where it deems necessary. Any such addendum /clarification shall be in writing and shall be distributed electronically to all parties who received the original bid specifications rip or to the deadline for submission of Bids. All changes to this ITB will be conveyed electronically through .a notice of addendum or questions and answers to all vendors registered under the applicable commodity code(s) at the time when the original ITB was released, as well as those vendors who downloaded the ITB document. Additionally, all addendums are posted on the Collier County Purchasing Department E- Procurement website: www.collieraov.net /bid. Before submitting a bid response, please make sure that you have read all, understood clearly and complied completely with any changes stated in the addenda as failure to do so may result in the rejection of your submittal. 8. Bid Submission All paper bids shall be submitted to the County Purchasing Director, Collier County Government Complex, Purchasing Building "G ", Naples, FL 34112, by the date and time as stated in the Legal Notice. The County assumes no responsibility for bid responses received after the due date and time, or at any office or location other than that specified herein, whether due to mail delays, courier mistakes, mishandling, inclement weather or any other reason. Late bid responses shall be returned unopened, and shall not be considered for award. Vendors must submit three paper copies with one copy clearly labeled "Master ". List the Solicitation Number and Title on the outside of the box or envelope. All bids sent by courier service must have the bid number and title on the outside of the courier packet. #10 -5581 ITB Template_04152010 Packet Page -2610- 11/13/2012 Item 16.E.8. Vendors who wish to receive copies of bids after the bid opening may view and download same from the Collier County Purchasing Department Internet bid site. 9. Questions If the vendor should be of the opinion that the meaning of any part of the Bid Document is doubtful, obscure or contains errors or omissions it should report such opinion to the Purchasing Agent before the bid opening date. Direct questions related to this ITB only to the Collier County Purchasing Department Internet website: www.collieroov.net/bid. Questions will not be answered after the date noted on the ITB. Vendors must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Purchasing Department E- Procurement website. For general questions, please call the referenced Purchasing Agent identified in the Public Notice. 10. Protests Any actual or prospective respondent to an Invitation to Bid, who has a serious and legitimate issue with the ITB shall file a written protest with the Purchasing Director prior to the opening of the bid or the due date for acceptance of bid. All such protests must be filed with the Purchasing Director no later than 11:00 a.m. Collier County time on the advertised date for the opening of the bid or the acceptance date for the Request for Proposals. 11. Award Criteria ITB award criteria is as follows: • All questions on the Bid document shall be answered as to price(s), time requirements, and required document submissions. • Award shall be based upon the responses to all questions on the Bid Response Page(s). Award shall be made to the lowest, qualified, and responsive bidder as Primary Vendor. The next lowest qualified bidder will be awarded as Secondary Vendor. A qualified bidder is defined as one who can meet or exceed all the requirements and conditions of this agreement, has a license to sell stated products in Collier County, and has a distribution facility in Collier or Lee Counties. Low bid will be determined by comparing the total of each vendor's bid prices of all products. The County shall be the sole judge when determining the lowest bidder. • Further consideration may include but not be limited to, references, completeness of bid response and past performances on other County bids /projects. • Prices will be read in public exactly as input on the electronic bid response form or written on the manually submitted Bid Response Page(s) at the time of the bid opening; however, should an error in calculations occur whenever unit pricing and price extensions are requested, the unit price shall prevail. Mathematical miscalculations may be corrected by the County to reflect the proper response. • The County's Purchasing Department reserves the right to clarify a vendor's proposal prior to the award of the solicitation. • It is the intent of Collier County to award to the lowest, qualified and responsive vendor(s) in accordance with the Method of Source Selection denoted in the terms and conditions. • Vendors must complete and submit for all of the categories, notating the brand they will provide and the unit prices, that they wish to supply to the County on the Vendor Price Sheet. • The County shall add all unit pricing within a category, and shall then add all subtotals for all categories. • The final award shall be determined by considering the brand offered along with the overall best price. #10 -5581 ITB Template_04152010 Packet Page -2611- 11/13/2012 Item 16.E.8. • The County reserves the right to award to vendor(s) by the best brand offered and lowest price either in total or by category. • The contract will be in the form of a standard County Purchase Order or purchasing card. 12. Rejection and Waiver The County reserves the right to reject any and all bids, to waive defects in the form of bid, also to select the bid that best meets the requirements of the County. Vendors whose bids, past performance or current status do not reflect the capability, integrity or reliability to fully and in good faith perform the requirements denoted may be rejected as non- responsive. Bids that do not meet all necessary requirements of this solicitation or fail to provide all required information, documents or materials may be rejected as non - responsive. 13. Local Vendor Preference (LVP) The County is using the Competitive Sealed Quotation methodology of source selection for this procurement, as authorized by Ordinance Number 87 -25, and Collier County Resolution Number 2008 -181 establishing and adopting the Collier County Purchasing Policy. The Collier County Board of County Commissioners has adopted a Local Preference "Right to Match" policy to enhance the opportunities of local businesses to receive awards of Collier County purchases. A "local business" is defined as a business that has a valid Business Tax Receipt, formerly known as an Occupational License issued by either Collier or Lee County for a minimum of one (1) year prior to a Collier County quote or proposal submission that authorizes the business to provide the commodities or services to be purchased, and a physical business address located within the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well -being of either Collier or Lee County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, the support and increase to either Collier or Lee County's tax base, and residency of employees and principals of the business within Collier or Lee County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their quote or proposal to be eligible for consideration as a "local business" under this section. When a qualified and responsive non -local business submits the lowest price quote, and the quote submitted by one or more qualified and responsive local businesses is within ten percent (10 %) of the price submitted by the non -local business, then the local business with the apparent lowest quote offer (i.e. the lowest local vendor) shall have the opportunity to submit an offer to match the price(s) offered by the overall lowest, qualified and responsive vendor. In such instances, staff shall first verify if the lowest non -local vendor and the lowest local vendor are in fact qualified and responsive vendors. Next, the Purchasing Department shall determine if the lowest local vendor meets the requirements of Section 287.087 F.S. If the lowest local vendor meets the requirements of 287.087, F.S., the Purchasing Department shall invite the lowest local vendor to submit a matching offer to the Purchasing Department which shall be submitted within five (5) business days thereafter. If the lowest local vendor submits an offer that fully matches the lowest quote from the lowest non -local vendor tendered previously, #10 -5581 10 ITB Temptate_04152010 Packet Page -2612- 11/13/2012 Item 16.E.8 then award shall be made to the local vendor. If the lowest local vendor declines or is unable to match the lowest non local quote price(s), then award will be made to the lowest overall qualified and responsive vendor. If the lowest local vendor does not meet the requirement of Section 287.087 F.S. and the lowest non -local vendor does, award will be made to the vendor that meets the requirements of the referenced state law. Vendor must complete and submit with its quote response the Affidavit for Claiming Status as a Local Business which is included as part of this solicitation. Failure on the part of a Vendor to submit this Affidavit with their quote response will preclude said Vendor from being considered for local preference under this solicitation. A Vendor who misrepresents the Local Preference status of its firm in a quote submitted to the County will lose the privilege to claim Local Preference status for a period of up to one (1) year. The County may, as it deems necessary, conduct discussions with any of the competing vendors determined to be in contention for being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements. 14. Immigration Affidavit Certification Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The E- Verify program, operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction. Exceptions to the program: • Commodity based procurement where no services are provided. • In exceptional cases, the Purchasing Department may waive the requirement. Vendors are required to enroll in the E- Verify program within thirty (30) calendar days of contract award, and use E- Verify within thirty (30) calendar days thereafter to verify employment eligibility of their employees assigned to the contract at the time of enrollment in E- Verify. Additionally, vendors shall require all subcontracted vendors to flow down the requirement to use E- Verify to subcontractors. If the vendor is already enrolled in E- Verify, they must use E- Verify within thirty (30) calendar days of contract award to verify employment eligibility of their employees assigned to the contract Following this initial period they must initiate verification of all new hires of the Vendor and of all employees newly assigned to the contract within three (3) business days of their date of hire or date of assignment to the contract. Vendors shall be required to provide the Collier County Purchasing Department an executed affidavit vowing they shall comply with the E- Verify Program for each service /project. The affidavit is attached to the solicitation documents. If the bidderNendor does not comply, they may be deemed non - responsive. #10 -5581 ITB Template-04152010 Packet Page -2613- HE 11/13/2012 Item 16.E.8. For additional information regarding the Employment Eligibility Verification System (E- Verify) program visit the following website: http: / /www.dhs.gov /E- Verify. It shall be the vendor's responsibility to familiarize themselves with all rules and regulations governing this program. Vendor acknowledges, and without exception or stipulation, that any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et se q. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 15. Lobbying All firms are hereby placed on NOTICE that the County Commission does not wish to be lobbied either individually or collectively about a project for which a firm has submitted a bid. Firms and their agents are not to contact members of the County Commission for such purposes as meetings of introduction, luncheons, dinners, etc. During the bidding process, from bid opening to final Board approval, no firm or its agent shall contact any other employee of Collier County with the exception of the Purchasing Department. 16. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) In order to be considered for award, firms submitting a response to this solicitation shall be required to provide a certificate of authority from the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 (www.sunbiz.org /search.htmi). A copy of the document shall be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right to award to another firm. 17. General Information When it is deemed by the County that a bid cannot be awarded as originally intended, the County reserves the right to award this bid through an approach which is the best interest of the County. Alternate bids will not be considered unless authorized by the ITB. In case of identical bids tying as low bid, the County shall ask vendors to submit certification that they have a drug -free workplace in accordance with Section 287.087 Florida Statutes. Should all vendors provide said certification; the County will give local vendor preference. 18. Bid Award Process Award of contract will be made by the Board of County Commissioners in public session. Award shall be made in a manner consistent with the County's Purchasing Policy. Award recommendations will be posted outside the offices of the Purchasing Department as well as on the Collier County Purchasing Department website on Wednesdays and Thursdays prior to the County Commission meetings. Any actual or prospective respondent who desires to formally protest the recommended contract award must file a notice of intent to protest with the Purchasing Director within two (2) calendar #10 -5581 12 ITB Template_04152010 Packet Page -2614- 11/13/2012 Item 16.E.8. days (excluding weekends and County holidays) of the date that the recommended award is posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Purchasing Director. #10 -5581 ITB Template_04152010 Packet Page -2615- 13 11/13/2012 Item 16.E.8. Exhibit III: Standard Purchase Order Terms and Conditions Offer This offer is subject to cancellation by the COUNTY without notice if not accepted by VENDOR within fourteen (14) days of issuance. Acceptance and Confirmation This Purchase Order (including all documents attached to or referenced therein) constitutes the entire agreement between the parties, unless otherwise specifically noted by the COUNTY on the face of this Purchase Order. Each delivery of goods and /or services received by the COUNTY from VENDOR shall be deemed to be upon the terms and conditions contained in this Purchase Order. No additional terms may be added and Purchase Order may not be changed except by written instrument executed by the COUNTY. VENDOR is deemed to be on notice that the COUNTY objects to any additional or different terms and conditions contained in any acknowledgment, invoice or other communication from VENDOR, notwithstanding the COUNTY'S acceptance or payment for any delivery of goods and /or services, or any similar act by VENDOR. Inspection All goods and /or services delivered hereunder shall be received subject to the COUNTY'S inspection and approval and payment therefore shall not constitute acceptance. All payments are subject to adjustment for shortage or rejection. All defective or nonconforming goods will be returned pursuant to VENDOR'S instruction at VENDOR'S expense. To the extent that a purchase order requires a series of performances by VENDOR, the COUNTY prospectively reserves the right to cancel the entire remainder of the Purchase Order if goods and /or services provided early in the term of the Purchase Order are non - conforming or otherwise rejected by the COUNTY. 4. Shipping and Invoices a) All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of #10 -5581 ITB Template_04152010 delivery; provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. b) No charges will be paid by the COUNTY for packing, crating or cartage unless otherwise specifically stated in this Purchase Order. Unless otherwise provided in Purchase Order, no invoices shall be issued nor payments made prior to delivery. Unless freight and other charges are itemized, any discount will be taken on the full amount of invoice. c) All shipments of goods scheduled on the same day via the same route must be consolidated. Each shipping container must be consecutively numbered and marked to show this Purchase Order number. The container and Purchase Order numbers must be indicated on bill of lading. Packing slips must show Purchase Order number and must be included on each package of less than container load (LCL) shipments and /or with each car load of equipment. The COUNTY reserves the right to refuse or return any shipment or equipment at VENDOR'S expense that is not marked with Purchase Order numbers. VENDOR agrees to declare to the carrier the value of any shipment made under this Purchase Order and the full invoice value of such shipment. d) All invoices must contain the Purchase Order number and any other specific information as identified on the Purchase Order. Discounts of prompt payment will be computed from the date of receipt of goods or from date of receipt of invoices, whichever is later. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act," and, pursuant to the Board of County Commissioners Purchasing Policy. Time Is Of the Essence Time for delivery of goods or performance of services under this Purchase Order is of the essence. Failure of VENDOR to meet delivery schedules or deliver within a reasonable time, as interpreted by the COUNTY in its sole judgment, shall entitle the COUNTY to seek all remedies available to it at law or in equity. VENDOR agrees to reimburse the COUNTY for any expenses incurred in enforcing its rights. Packet Page - 2616 14 VENDOR further agrees that undiscovered delivery of nonconforming goods and /or services is not a waiver of the COUNTY'S right to insist upon further compliance with all specifications. Changes The COUNTY may at any time and by written notice make changes to drawings and specifications, shipping instructions, quantities and delivery schedules within the general scope of this Purchase Order. Should any such change increase or decrease the cost of, or the time required for performance of the Purchase Order, an equitable adjustment in the price and /or delivery schedule will be negotiated by the COUNTY and VENDOR. Notwithstanding the foregoing, VENDOR has an affirmative obligation to give notice if the changes will decrease costs. Any claims for adjustment by VENDOR must be made within thirty (30) days from the date the change is ordered or within such additional period of time as may be agreed upon by the parties. 7. Warranties VENDOR expressly warrants that the goods and /or services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or specified by the COUNTY, and will be of satisfactory material and quality production, free from defects and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. These warranties shall survive inspection, acceptance, passage of title and payment by the COUNTY. Statutory Conformity Goods and services provided pursuant to this Purchase Order, and their production and transportation shall conform to all applicable laws, including but not limited to the Occupational Health and Safety Act, the Federal Transportation Act and the Fair Labor Standards Act, as well as any law or regulation noted on the face of the Purchase Order. 9. Advertising No VENDOR providing goods and services to the COUNTY shall advertise the fact that it has contracted with the COUNTY for goods and /or services, or appropriate or make use of the COUNTY'S name or other identifying marks or property without the prior written consent of the COUNTY'S Purchasing Department. 10. Indemnification #10 -5581 ITB Template-04152010 11/13/2012 Item 16.E.8. VENDOR shall indemnify and hold harmless the COUNTY from any and all claims, including claims of negligence, costs and expenses, including but not limited to attorneys' fees, arising from, caused by or related to the injury or death of any person (including but not limited to employees and agents of VENDOR in the performance of their duties or otherwise), or damage to property (including property of the COUNTY or other persons), which arise out of or are incident to the goods and/or services to be provided hereunder. 11. Warranty of Non - Infringement VENDOR represents and warrants that all goods sold or services performed under this Purchase Order are: a) in compliance with applicable laws; b) do not infringe any patent, trademark, copyright or trade secret; and c) do not constitute unfair competition. VENDOR shall indemnify and hold harmless the COUNTY from and against any and all claims, including claims of negligence, costs and expense, including but not limited to attorneys' fees, which arise from any claim, suit or proceeding alleging that the COUNTY'S use of the goods and /or services provided under this Purchase Order are inconsistent with VENDOR'S representations and warranties in section 11 (a). If any claim which arises from VENDOR'S breach of section 11 (a) has occurred, or is likely to occur, VENDOR may, at the COUNTY'S option, procure for the COUNTY the right to continue using the goods or services, or replace or modify the goods or services so that they become non - infringing, (without any material degradation in performance, quality, functionality or additional cost to the COUNTY). 12. Insurance Requirements The VENDOR, at its sole expense, shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Purchase Order. Providing and maintaining adequate insurance coverage is a material obligation of the VENDOR. All insurance policies shall be executed through insurers authorized or eligible to write policies in the State of Florida. 13. Compliance with Laws In fulfilling the terms of this Purchase Order, VENDOR agrees that it will comply with all federal, state, and local laws, rules, codes, and ordinances that are applicable to the conduct of its business. By way of non - exhaustive example, this shall include the American with Disabilities Act and all prohibitions against discrimination on 15 Packet Page -2617- the basis of race, religion, sex creed, national origin, handicap, marital status, or veterans' status. Further, VENDOR acknowledges and without exception or stipulation shall be fully responsible for complying with the provisions of the immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. Any breach of this provision may be regarded by the COUNTY as a material and substantial breach of the contract arising from this Purchase Order. 14. Force Majeure Neither the COUNTY nor VENDOR shall be responsible for any delay or failure in performance resulting from any cause beyond their control, including, but without limitation to war, strikes, civil disturbances and acts of nature. When VENDOR has knowledge of any actual or potential force majeure or other conditions which will delay or threatens to delay timely performance of this Purchase Order, VENDOR shall immediately give notice thereof, including all relevant information with respects to what steps VENDOR is taking to complete delivery of the goods and /or services to the COUNTY. 15. Assignment VENDOR may not assign this Purchase Order, nor any money due or to become due without the prior written consent of the COUNTY. Any assignment made without such consent shall be deemed void. 16. Taxes Goods and services procured subject to this Purchase Order are exempt from Florida sales and use tax on real property, transient rental property rented, tangible personal items purchased or rented, or services purchased (Florida Statutes, Chapter 212), and from federal excise tax. 17. Annual Appropriations The COUNTY'S performance and obligation to pay under this Purchase Order shall be contingent upon an annual appropriation of funds. 18. Termination 11/13/2012 Item 16.E.8. This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior written notice to the VENDOR. This Purchase Order may be terminated immediately by the COUNTY for breach by VENDOR of the terms and conditions of this Purchase Order, provided that COUNTY has provided VENDOR with notice of such breach and VENDOR has failed to cure within 10 days of receipt of such notice. 19. General a) This Purchase Order shall be governed by the laws of the State of Florida. The venue for any action brought to specifically enforce any of the terms and conditions of this Purchase Order shall be the Twentieth Judicial Circuit in and for Collier County, Florida b) Failure of the COUNTY to act immediately in response to a breach of this Purchase Order by VENDOR shall not constitute a waiver of breach. Waiver of the COUNTY by any default by VENDOR hereunder shall not be deemed a waiver of any subsequent default by VENDOR. c) All notices under this Purchase Order shall be sent to the respective addresses on the face page by certified mail, return receipt requested, by overnight courier service, or by personal delivery and will be deemed effective upon receipt. Postage, delivery and other charges shall be paid by the sender. A party may change its address for notice by written notice complying with the requirements of this section. d) The Vendor agrees to reimbursement of any travel expenses that may be associated with this Purchase Order in accordance with Florida Statute Chapter 112.061, Per Diem and Travel Expenses for Public Officers, employees and authorized persons. e) In the event of any conflict between or among the terms of any Contract Documents related to this Purchase Order, the terms of the Contract Documents shall take precedence over the terms of the Purchase Order. To the extent any terms and /or conditions of this Purchase Order duplicate or overlap the Terms and Conditions of the Contract Documents, the provisions of the Terms and /or Conditions that are most favorable to the County and /or provide the greatest protection to the County shall govern. #10 -5581 16 ITB Tem plate_0415201 0 Packet Page -2618- Exhibit IV: Additional ITB Terms and Conditions 1. Contract Term 11/13/2012 Item 16.E.8. The contract term, if an award(s) is /are made is intended to be two (2) years with one (1) two (2) year renewal option. 2. Additional Items and/or Services During the contract term, Collier County reserves the right to add related items and /or services upon negotiation of a satisfactory price by the Fleet Management Director or authorized representative and Vendor. 3. Conflict of Interest Vendor shall provide a list of any businesses and /or organizations to which the firm has any affiliation or obligations within the past five (5) years; whether paid or donated, which could be construed by the County as a conflict of interest. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. 4. Vendor Performance Evaluation Collier County has implemented a Vendor Performance Evaluation System for al( contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon completion /termination of agreement. 5. Use of Subcontractors Bidders on any service related project, including construction, must be qualified and directly responsible for 51 % or more of the solicitation amount for said work. 6. Deductions for Non - Performance The County reserves the right to deduct a portion of any invoice for goods not delivered, or services not performed in accordance with requirements, including required timeframe. The County may also deduct, or chargeback the Vendor the costs necessary to correct the deficiencies directly related to the Vendor's non - performance. 7. Offer Extended to Other Governmental Entities Collier County encourages and agrees to the successful vendor extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful vendor. 8. Environmental Health and Safety All Vendors and Sub vendors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub #10 -5581 ITB Template-04152010 Packet Page -2619- 17 11/13/2012 Item 16.E.8. vendors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and /or right -of -way for the purpose of inspection of any Vendor's work operations. This provision is non - negotiable by any department and /or Vendor. 9. Standards of Conduct The Vendor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 10. Licenses The Vendor is required to possess the correct professional and other licenses, and any other authorizations necessary to perform the required work pursuant to all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies of all the required licenses must be submitted with the bid response indicating that the entity bidding, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the ITB documents. Failure on the part of any vendor to supply this documentation with their bid response may be grounds for deeming vendor non - responsive. A Vendor with an office within Collier County is recluired to have an occupational license. Questions regarding professional licenses should be directed to Contractor Licensing, Community Development and Environmental Services at (239) 252 -2431, 252 -2432 or 252 -2909. Questions regarding required Business Tax Receipt (formerly known as Occupational Licenses) should be directed to the Tax Collector's Office at (239) 252 -2477. 11. Protection of Property The Vendor shall ensure that the service is performed in such manner as to not damage any property. In the event damage occurs to any property as a direct result of the Vendor or their Sub vendor in the performance of the required service, the Vendor shall repair /replace, to the County's satisfaction, damaged property at no additional cost to the County. If the damage caused by the Vendor or their Sub vendor has to be repaired /replaced by the County, the cost of such work will be deducted from the monies due the Vendor. 12. Prohibition of Gifts to County Employees No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and /or quotes; and, c. immediate termination of any contract held by the individual and /or firm for cause. #10 -5581 18 ITB Template_04152010 Packet Page -2620- 11/13/2012 Item 16.E.8. 13. Invoice and Payments Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. Vendor invoices must reference the purchase order number, delivery date, product identification, quantity, unit price and total price of each product delivered. When possible, original invoices should accompany the product at the time of delivery. When not possible, send original invoices, along with any billing problems or concerns to Collier County Fleet Management Department, 2901 County Barn Road, Naples, Florida 34112; Phone (239) 252 -2277, FAX (239) 252 -6575. Collier County, in its sole discretion, will determine the method of payment for goods and /or services as part of this agreement. Payment methods include: • Traditional — payment by check, wire transfer or other cash equivalent. • Standard — payment by purchasing card. Collier County's Purchasing Card Program is supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant of the Rules for VISA Merchants and MasterCard Merchant Rules. Collier County cautions vendors to consider both methods of payment when determining pricing as no additional surcharges or fees will be considered (per Rules for VISA Merchants and MasterCard Merchant Rules). The County will entertain bids clearly stating pricing for standard payment methods. An additional separate discounted price for traditional payments may be provided at the initial bid submittal if it is clearly marked as an "Additional Cash Discount." All invoices must be submitted within the fiscal year the products were provided. (County's fiscal year is October 1 - September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or processed for payment) unless specifically authorized by the Fleet Management Director or designated representative. Payments will be made for articles and /or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." 14. Insurance Requirements The Vendor shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in Attachment 3 of this solicitation. The Vendor shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. The County and the Vendor waive against each other and the County's separate Vendors, Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar waivers of subrogation from the County's separate Vendors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. #10 -5581 ITB Template_04152010 Packet Page -2621- 19 11/13/2012 Item 16.E.8. Collier County shall be responsible for purchasing and maintaining, its own liability insurance. Certificates issued as a result of the award of this solicitation must identify "For any and all work performed on behalf of Collier County." The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name Collier County, Florida, as an additional insured as to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. Collier County Board of County Commissioners shall be named as the Certificate Holder. The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Attachment 3, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If Vendor has any self- insured retentions or deductibles under any of the below listed minimum required coverage, Vendor must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be Vendor's sole responsibility. Coverage(s) shall be maintained without interruption for the term of the contract as specified in this solicitation. The Vendor and /or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non - renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the County, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non- renewal or material change in coverage or limits received by Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of any of its rights under the Contract Documents. If the initial or any subsequently issued Certificate of Insurance expires prior to contract termination, the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. #10 -5581 20 ITB Template_04152010 Packet Page -2622- 11/13/2012 Item 16.E.8. Attachment 1: Vendor Submittal - Vendor's Check List IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the spaces indicated and return with bid. Vendor should check off each of the following items as the necessary action is completed: 1. The Bid has been signed. 2. The Bid prices offered have been reviewed. 3. The price extensions and totals have been checked. 4. The payment terms have been indicated. 5. Any required drawings, descriptive literature, etc. have been included. 6. Any delivery information required is included. 7. If required, the amount of bid bond has been checked, and the bid bond or cashiers check has been included. 8. Addendum have been signed and included, if applicable. 9. Affidavit for Claiming Status as a Local Business, if applicable. 10. Immigration Affidavit. 11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this ITB. 12. The mailing envelope must be addressed to: Purchasing Director Collier County Government Center Purchasing Building 3301 East Tamiami Trail Naples, Florida 34112 13. The mailing envelope must be sealed and marked with: • Solicitation # and Title: 10 -5581 Purchase Oils, Lubricants & Fluids • October 21, 2010 14. The bid will be mailed or delivered in time to be received no later than the specified opening date and time. (Otherwise bid cannot be considered.) ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. #10 -5581 ITB Template-04152010 Company Name Signature & Title Date Packet Page -2623- 21 Attachment 2: Vendor Submittal - Bid Response Form FROM: Board of County Commissioners Collier County Government Center Naples, Florida 34112 11/13/2012 Item 16.E.8. RE: Solicitation # and Title: 10 -5581 Purchase Oils, Lubricants & Fluids Dear Commissioners: The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the Vendor is fully informed in regard to all requirements of this contract. The Vendor further declares that the only persons, company or parties interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is made without connection with any other person, company or companies submitting a Bid; and it is all respects fair and in good faith, without collusion or fraud. The Vendor proposes and agrees if this Bid is accepted, to contract, either by a County issued purchase order or formal contract, to comply with the requirements in full in accordance with the terms, conditions and specifications denoted herein, according to the following unit prices: Response Format will be manual, and vendor must attach all completed information below: • Vendor Price Sheet in Excel format (separate downloadable form), and • Attachment 1: Vendor's Check List • Attachment 2: Bid Response Form • Attachment 3: Insurance and Bonding Requirements • Attachment 4: Local Vendor Preference Affidavit • Attachment 5: Immigration Affidavit Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be considered and computed in the tabulation of the bids. In no instance should terms for less than fifteen (15) days payment be offered. Prompt Payment Terms: % Days; Net _ Days Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid response pages. The undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and present the formal contract to the County Purchasing Director for approval within fifteen (15) days after being notified of an award. #10 -5581 22 ITB Template-04152010 Packet Page -2624- 11/13/2012 Item 16.E.8. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of 2010 in the County of , in the State of Firm's Complete Legal Name Address City, State, Zip Florida Certificate of Authority Document Number Federal Tax Identification Number Telephone Number FAX Number Check one of the following: ❑ Sole Proprietorship ❑ Corp or P.A. State of ❑ Limited Partnership ❑ General Partnership Signature / Title Type Name of Signature Date Additional Contact Information Send Payments To: (REQUIRED ONLY if different from above) Firm's Complete Legal Name Address City, State, Zip Contact Name Telephone Number FAX Number Email Address #10 -5581 23 ITB Template_04152010 Packet Page -2625- 11/13/2012 Item 16.E.8. Attachment 3: Vendor Submittal - Insurance and Bonding Requirements Insurance / Bond Type Required Limits 1. ® Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ❑ Employer's Liability $ single limit per occurrence 3. ® Commercial General Bodily Injury and Property Damage Liability (Occurrence Form) patterned after the current $500.000 single limit per occurrence ISO form 4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor /Vendor /Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor /Vendor /Consultant or anyone employed or utilized by the Contractor /Vendor /Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. ® Automobile Liability $ 500.000 Each Occurrence; Bodily Injury & Property Damage, Owned /Non - owned /Hired; Automobile Included 5. ❑ Other insurance as ❑ Watercraft $ Per Occurrence noted: ❑ United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ Per Occurrence • $ 500,000 each claim and in the aggregate • $1,000,000 each claim and in the aggregate • $2,000,000 each claim and in the aggregate ❑ Project Professional Liability $ Per Occurrence ❑ Valuable Papers Insurance $ Per Occurrence 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers' check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All #10 -5581 24 ITB Template-04152010 Packet Page -2626- 11/13/2012 Item 16.E.8. checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of $200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall be rated as "A -" or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County (or Airport Authority or Collier MPO). 11. ® Thirty (30) Days Cancellation Notice required. Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5) days of the award of this solicitation. Name of Firm Vendor Signature Print Name Insurance Agency Agent Name #10 -5581 ITB Template-04152010 Packet Page -2627- Date Telephone Number 25 11/13/2012 Item 16.E.8. 00&r County Attachment 4 Vendor Submittal — Local Vendor Preference Adrrsnistatrve Servkes Dvisicn Affidavit Purchasing Solicitation # and Title 10 -5581 Purchase Oils, Lubricants & Fluids (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business ❑ Collier County ❑ Lee County Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing Policy; A "local business" is defined as a business that has a valid occupational license issued by either Collier or Lee County for a minimum of one (1) year prior to a Collier County bid or proposal submission that authorizes the business to provide the commodities or services to be purchased, and a physical business address located within the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well -being of either Collier or Lee County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, the support and increase to either Collier or Lee County's tax base, and residency of employees and principals of the business within Collier or Lee County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. Vendor must complete the following information: Year Business Established in []Collier County or ❑ Lee County: Number of Employees (Including Owner(s) or Corporate Officers): Number of Employees Living in ❑ Collier County or ❑ Lee (Including Owner(s) or Corporate Officers): If requested by the County, vendor will be required to provide documentation substantiating the information given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable. Vendor Name: Address in Collier or Lee County: Signature: STATE OF FLORIDA ❑ COLLIER COUNTY ❑ LEE COUNTY Date: Title: Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this of , 20 Notary Public My Commission Expires: (AFFIX OFFICIAL SEAL) Day #10 -5581 26 ITB Template_04152010 Packet Page -2628- 11/13/2012 Item 16.E.8. Co&r County Attachment 5 AOW, Administrative Services D vision Vendor Submittal — Immigration Affidavit Purchasing Solicitation # and Title 10 -5581 Purchase Oils, Lubricants & Fluids This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Failure to include this Affidavit with proposal will delay in the consideration and reviewing of vendor's proposals and could result in the vendor's proposal being deemed non - responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of the Immigration and Nationality Act ( "INA "). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amendment(s)) and agrees to abide by Collier County Employment Eligibility Verification System requirements regarding this solicitation. Company Name Print Name Title Signature Date State of County of The foregoing instrument was signed and acknowledged before me this day of 20_, by (Print or Type Name) (Type of Identification and Number) Notary Public Signature Printed Name of Notary Public Notary Commission Number /Expiration who has produced as identification. The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of this affidavit to interrogatories hereinafter made. Collier County reserves the right, at any time, to request supporting documentation as evidence of the vendor's compliance with this sworn affidavit. #10 -5581 27 ITB Template_04152010 Packet Page -2629- 11/13/2012 Item 16.E.8. Attachment 6: Vendor Submittal - Vendor's Non - Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to the Purchasing Agent listed on the first page or mail to: Collier County Purchasing Department, 3301 Tamiami Trail East, Naples, Florida 34112. We are not responding to this ITB for the following reason(s): Solicitation # and Title: 10 -5581 Purchase Oils, Lubricants & Fluids ❑ Services requested not available through our company. ❑ Our firm could not meet specifications /scope of work. ❑ Specifications /scope of work not clearly understood (too vague, rigid, etc.) ❑ Project is too small. ❑ Insufficient time allowed for preparation of response. ❑ Incorrect address used. Please correct mailing address: ❑ Other reason(s): Firm's Complete Legal Name Address City, State, Zip Telephone Number FAX Number Signature / Title Type Name of Signature Date: #10 -5581 28 ITB Template_04152010 Packet Page -2630- 11/13/2012 Item 16.E.8. Peter Johnson From: NorthrupAdam [AdamNorthrup @colliergov.net] Sent: Wednesday, October 03, 2012 2:58 PM To: Peter Johnson Cc: CroftDan; MarkiewiczJoanne Subject: Collier County agreement Attachments: W -9 Form.pdf Peter We will try to do what we can to get an assumption agreement in the works. As required by the County Attorney, before anything can happen we will need the following items. • Registration with the Division of Corporations • New Federal tax ID • W9 or Substitute W9 • Certificate of Insurance — Noting "For any and all work performed on behalf of Collier County." listing the following as additional insured: Collier County, Board of County Commissioners, Naples, Florida • Court documentation that shows transfer of ownership and removal of court ordered cease and desist. The substitute W9 is attached. If you have any questions, please let me know. Adam Northrup Procurement Strategist Collier County Purchasing 3327 Tamiami Trail East 239 -252 -6098 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 to this entity. Instead, contact this office by telephone or in writing. 1 Packet Page -2631- i .- )t.,Jflr I 1 6 IRSDEPARThiEWL OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999 -0023 EVANS ENERGY PARTNERS LLC CASEY ASKAR MBR 3170 HORSESHOE DR S NAPLES, FL 34104 11/13/2012 Item 16.E.8. Date of this notice: 09 -05 -2012 Employer Identification Number: 46- 0900752 Form: SS -4 Number of this notice: CP 575 A For assistance you may call us at: 1 -800- 829 -4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 46- 0900752. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following .form(s) by the date(s) shown. Form 941 Form 940 Form 1065 Form 720 10/31/2012 01/31/2013 04/15/2013 10/31/2012 Your Form 2290 becomes due the month after your vehicle is put into use. If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. if you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information_ obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private Letter ruling from the IRS under the guidelines in Revenue Procedure 2004 -1, 2004 -1 I.R.B. 1 (or superseding Retrenue Procedure for the year at issue) . Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election_. See Form 8832 and its instructions for additional informat -ion. A licitite i liability compare, ; ..:..C) may file Fora, : 632, Entity C.ias _= _i.cation and elect to be classified as an association Laxable as a corporation, -1 the -1c is e ligible to be Jraa`ed as a ccrCCraz:ion that meets certain tests and - - W_ " 6e elac -in_g S cc�Orat -Jn staz,_s, must = 1^ °_1V "L? -� Form 2553, e,ction cy a ^ha I L C '.J- -- ? -ea =.d as a :J O 3 _� as - -Ine 1e ..�r'::O ra._-"-- °_- °_- -_.Jr a:-.d d" _es 7�7_ 7jeed 0 3332. Packet Page -2633- Form ■ -9 (Rev. December2o11) Department of theTraasury Internai Revenue Service N Q1 l�tl d C o. e. CL o L o � e ao e: 4 y N v N Request for Taxpayer Identification Number and Certification Name (as shown on your Income tax return) Evans Energy Partners LLC DBA Evans Oil Cc Business name /disregarded entity name, if different from above Check appropriate box for federal tax classification; r-l� ❑ indtvlduaftole proprletor El Corporation 4 S Corporation ❑ Partnership ❑ Trust/estate ©,limited liability company. Enter the tax clasalficadon (C*C corporation, S =S corporation, P=pennershlp) ► ❑ iieF(see instructions) 01 Address (number, street, end apL or suite 3170 Horseshoe Drive SO ,ties, FL 34104 account number(.) 11/13/2012 Item 16.E.8. name and Give Form to the requester. Do not send to the IRS. ❑ Exempt Me- Mill Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" Ilne Social 6WOM nurrdrof to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, cote proprietor, or disregarded entity, see the Part I instructions on page 3. For other -FU.- entitles, It Is your employer Identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose j( Empbyer Iderrtlticetlon numbm number to enter. 1 4 1 6 i- 0 1 9 1 0 1 0 1 7 F572 Under penalties of perjury, I certify that: 1. the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 anotsiibjecttts backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue ni I subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am Service (IRS) that am no longer subject to backup withholding, and S. I =am a.U.;S. citzen or other U.S. person (defined below). } Certiftoeiion instruotlone. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup with ho ng alvidends tax return. For real estate transactions, Rem 2 does not apply. For mortgage because you have failed to report all interest and on your Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and to sign the certification, but you must provide your correct TIN. See the generally, payments other than Interest an vldends, you are not required Instructions on page 4. Sign Here Signature of U.S. person 0. Date 0- —,j X1„2 General Instructions te. If a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form If It Is substantially similar Section references are to the Internal Revenue Code unless otherwise to this Form W -9. noted. Definition of a US. parson, For federal tax purposes, you are Purpose of Form considered a U.S. person It you are; A person who Is required to file an Information return with the IRS must - An individual who Is a U.S. citizen or U.S. resident allen, obtain your correct taxpayer Identification number (TIN) to report, for example, Income paid to you, real estate transaottons, mortgage Interest - A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, you paid, acquisition or abandonment of secured property, cancellation - An estate (otherthan a foreign estate), or of debt, or contributions you made to an IRA. e A domestic trust (as defined In Regulations section 301.7701 -7). Use f- ormA*R;pp(Y If you are a U.S. person (Including a resident alien), to provide your correct TIN to the person requesting It (the Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding requester) and, when applicable, to: tax on any foreign partners' share of income from such business. 1. Certify that the TIN you are giving is correct (or you are wafting for a Further, In certain cases where a Form W -9 has not been received, a numbeeto be Issued), partnership is required to presume that a partner is a foreign person, 2. Certfiylhafyou are not subject to backup withholding, or and pay the withholding tax. Therefore, If you are a U.S. person that is a partner In a partnership conducting a trade or business In the United 3. Claim exemption from backup withholding If you are a U.S. exempt States, provide Form W -9 to the partnership to establish your U.S. payee. if applicable, you are also certifying that as U.S. person, your allocable share of any partnership income from a U.. S, trade or business status and avoid withholding on your share of partnership income, Is not subject to the withholding tax on foreign partners' share of effectively connected Income. Cat No. 10231X Farm W -9 (Rev, 12 -2011) Packet Page -2634- Client#: 69802 EVAEN 11/13/2012 Item 16.E.8. AMRr) f%GC1T1c1^ A rrr r.r a e . v- s. — - - ■ IN eV^ e G Vf I- lJwktDILI I T IN,UKHNUt 8112I201z THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ,-''Tm RESENTATIVE OR-PRODUCER, AND THE CERTIFICATE HOLDER ORTANT If the cart cats holder is an ADDITIONAL INSURED, the poEleyjies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditiarts 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 andoneement(s). PRODUCER Gulfshore Insurance - Naples NAME Sandra Hebert 4100 Goodlette Road North N EYt : 239 2615162 No . 239 213 -7711 Naples, FL 34103 -3303 Ea DRESS: shebert@gulfshoreinsurance 239 261 -3646 INSURER(s) AFFORDING COVERAGE NAIC A INSURED INSURER a: HDI- Gerling America Insurance Evans Energy Partners LLC dba Evans Oil Company; KC Transportation, LLC 3170 S Horseshoe Dr. Naples, FL 34104 INSMM a INSURER C: INSURER D: INSURER E: INSURER F• THIS INDICATED. CERTIFICATE EXCLUSIONS L� A - _ - IS TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS a - - -- - OF PERTAIN, POLICIES. D R - INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TERM OR CONDITION OF ANY CONTRACTOR THE INSURANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED P ICY FF POLICY NUM ER B SINDERS07111 9113!2012 THE INSURED OTHER DOCUMENT DESCRIBED BY PAID CLAIMS. MOOD 0911312013 KCVIblum Numt7ER: NAMED ABOVE FOR THE WITH RESPECT HEREIN IS SUBJECT TO LIMITS EACH OCCURRENCE POLICY PERIOD TO WHICH THIS ALL THE TERMS, $2 000 000 �RENpSEg o TE ante Es r $100000 MED EXP (Any one Person) $0 MADE OCCUR PERSONAL & ADV INJURY $1000,000 GENERAL AGGREGATE s2,000,000 J BINDER607112 9/13/2012 09!131201 GENLAGGREGATELIMITAPPUESP POLICY PR°- M. _C UTOMOBILELIAeILnY X PRODUCTS - COMP /OPAGG $2,000,000 tSINGLELIMI 00 B�INdaD $ $2,000,000 BODILY INJURY (Per person) $ B C ANYAUTO jAUT0S +NFD LED X NED X •e0 UMBREUR X EXCESS S -MADE NIA BINDER607113 9/13/2012 BINDER607598 9/1312012 0 91131201 09/13/201 BODILY INJURY (Per acddard) $ ROP TYDAMAGE sr sodden EACH OCCURRENCE $5 000 000 AGGREGATE $51000.000 DED X RETENTION $0 wo LIABILITY EMPL Nr COMPENSATION AND MPLOYER VIM �CERIMEMB£R EXCLUDED? ��7 Ifddobbee under DESCRIPTION OF OPERATIONS blow X wC STATU 0TH- $ E.L. EACH ACCIDENT $1 000 000 E-L, DISEASE - EA EMPLOYEE $1 000 000 El. DISEASE - POLICY LIMIT IS 1,000 000 DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks SdxdWo, If more space U requkedj Attn: Facilities Mgmt - Contract #07 -4180- gasoline & diesel fuel contract. Collier County Govemment Board of County Commissioners is Named as Additional Insured As Respects to General Liability per CG2010 0704 & CO2037 0704 & Automobile Liability as needed by contract. MCS90 Endorsement Included. f`FpTiClrwTe unr nt•n _ _ _ Collier County Government Board of County Commissioners 3301 E Temiami Tri Naples, FL 34112 ACORD 25 (2010105) 1 of 1 #SS197891M579680 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WTH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIvE rmoa -49U IU ACUKV CORPORATION. All rights reserved The ACORD name and I.,. Packet Page -2635- ACORD SJH Client#: 69802 EVAEN 11/13/2012 Item 16.E.8. ACORD. CERTIFICATE OF LIABILITY INSURANCE 911212012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ^-. RESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER - ORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. 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 endomement(s). PRODUCER Gulfshore Insurance - Naples 4100 Goodlette Road North Naples, FL 34103 -3303 239 261 -3646 NAME Sandra Hebert YON _o . 239 261 -5162 aC Na: 239 213.7711 MAIL shebert@guifshorsinsurarice RESS: INSURER(S) AFFORDING COVERAGE NAIL# INSURER A. HDI- Geriing America Insurance INSURED Evans Energy Partners LLC dba Evans Oil Company; KC Transpart ition, LLC 3170 S Horseshoe Dr. Naples, FL 34104 INSURER e: Navigators Specialty Insurance 911312012 INSURER C: Amerisure Insurance Company EACH OCCURRENCE INSURER D: PREM S Ea XEr ED INSURER E MED EXP (Any one parson) INSURER F PERSONAL &ADV INJURY I- =MAr_0e PCXMCIPATC IJI 1110120. REYINII7N Numtfl=K: THIS IS TO CERTIFY THAT 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 WHICH 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SR LTR TYPE OF INSURANCE ADD S D POLICY NUMBER POLICY F MMlO POLL P MMIDD LIMITS A GENERAL LIABR.ITY X, COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR BINDER607111 911312012 0911312013 EACH OCCURRENCE s2 000 000 PREM S Ea XEr ED $100+000 MED EXP (Any one parson) $0 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE 52,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: M POLICY PRO- LOC PRODUCTS - COMPIOP AGG $ 2,000,000 S WTOMOBILELIABILITY it ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED Fxx HIRED AUTOS X AUTOS road Poll X Inc. MCS -90 BINDER607112 911312012 09113/2013 COiaode tSINGLELIMIT $2,000,000 BODILY INJURY (Par perean) $. BODILY INJURY (Per seddent) $ PROPERTY DAMAGE paraddent 5 $ B X UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE BINDER607113 911312012 09/13/201 EACH OCCURRENCE $5,000,000 X AGGREGATE $5 000 000 DED I X1 RETENTION $0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILRY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? � (Mandatory In NH) It yes, describe under DESCRIPTION OF OPERATIONS below N I A BINDER607599 9/1312012 09113/201 X WC STATU• OTH- E.L. EACH ACCIDENT S1,000,000 E.L. DISEASE - EA EMPLOYEEI $1,000,000 E.L. DISEASE - POLICY LIMIT 51,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space It required) Attn: Facilities Mgmt - Contract #07 -4180- gasoline 81 diesel fuel contract, Collier County Government Board of County Commissioners is Named as Additional insured As Respects to General Liability $ Automobile Liability as needed by contract. MCS90 Endorsement included. Collier County Government Board SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE tY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3301 E Tamiami Trl Naples, FL 34112 AUTHORIZED REPRESENTATIVE --t> "-4p +01983.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1 of 1 The ACORD name and logs Packet Page - 2636 �RD #S5797901M579680 SJH Client#: 69802 EVAEN 11/13/2012 Item 16.E.8. ACORD,,, CERTIFICATE OF LIARILITV INCI IRAN[ _F 1 - -'- -- - - -- __ — - — -- 9/1212012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED rr RESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ORTANT: If the certificate holder is an ADDITIONAL INSURED, the poliey(ies) must be endorsed. 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). PRODUCER NAME Sandra Hebert Gulfshors Insurance.- Naples 4100 Goodlette Road North ac x21 Eat :239 261 -5162 ac No j: 239 213.7711 Naples, FL 34103.3303 irwLes, shebert@guifshoreinsurance 239 261.3646 OdsURER(S }AFFOR DING COVERAGE NAIC# INSURED INSURER A: HDI- Geding America Insurance Evans Energy Partners LLC dba Evans Oil Itors Specialty Insurance Company; KC Transportation, LLC ure Insurance Company 3170 S Horseshoe Dr. Naples, FL 34104 COVERAGES CRRTICI[`eTa ureemrs. THI5 IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN REV ISION NUMBER: ISSUED TO THE .INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR' OTHER DOCUMENT WITH RESPECT TO WHICH 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ��NN L'IA TYPE OF INSURANCE Wol SUB POLICY F INSR POLICYNUMBER NIOD MID LIMITS A GENERAL LIABILITY SINDERS07111 9/13/2012 OCCURRENCE $2 000 000 ENERAL LIABILITY DE E9 n SES BE orrence $100,000 OCCUR XP(Anyonepamon) $0 LiLAGGREGATE PERSONAL & ADV INJURY $1,000,000 MITAPPLIESPER: GENERAL AGGREGATE $2,000,000 C PRODUCTS - C01lOFAGG $2,000,000 LOC / uroNYAUTuA61UTY SINDER607112 9 /1312012 09/13/201 eocdeMSING —LM-,T— $2,000,000 /X ANY AUTO BODILY INJURY (Par person) $ ALL OWNED SCHEDULED NON AUTOS AUTOS NON-OWNED HIRED AUTOS X X BODILY INJURY(Peraccident) $ X AUT AUTOS road Poll X Inc. MCS-90 RDPERTY ke Peraccida $ EACH OCCURRENCE $ B UMBRELLA LIAB X OCCUR BINDER607113 9/13/2012 09/131201 $5 000 000 X EXCESS LU1B CLAIMS -MADE AGGREGATE $5000000 QED X RETENTION $0 C WORKERS COMPENSATION AND EMPLOYERS, LIABILITY BINDER607599 D911312012 09113/201 X WC TATU OTH- $ YtN CRERIPMEMBEERR EXXCLTUO XECUTIVEa N I A E.L. EACH ACCIDENT $1,000,000 (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 I If yes, desdibe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT [$1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES (Attach ACORD 101, AddldorW Rem" Schedula, If more space Is required) Attn: Facilities Mgmt - Contract #03 -3527 - & diesel fuel Collier gasoline contract. County Government Board of County COmmiSSIonem is Named as Additional Insured As Respects to General Liability & Automobile Liability as needed by contract. MCS90 Endorsement Included. CRRTIRICArc Urtr mco Collier County Government Board of County Commissioners 3301 East Tamlaml Trl Naples, FL 34112 ACORD 25 (2010105) 1 of 1 #S579791/M579680 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 12100 -AU IU AULJKL) CORPORATION. All rights reserved. The ACORD name and toy Packet Page -2637- kCORD SJH III 11/13/2012 Item 16.E.8. Case 9:11 -bk -0159 5 -BSS Doc 859 Filed l O/01 /12 Page _i or i -i UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA FT. MYERS DIVISION In re: EVANS OIL COMPANY LLC KCWL, LLC LONG EQUIPMENT FINANCE, LLC LONG PETROLEUM PRODUCTS, LLC LONG RUN, LLC OCTANE, LLC RML, LLC Debtors. Chapter 11 Case No. 9.11-bk -1515 -BSS Case No. 9- 11 -bk- 1519 -BSS Case No. 9 -11 -bk 1520 -BSS Case No. 9.11-bk 1521 -BSS Case No. 9- 11- bk- 1522 -BSS Case No. 9.11 -bk- 1523 -BSS Case No. 9 »11 -bk -1524 -BSS (Jointly Administered Under Case No. 9 -11 -bk 1515 -BSS) ORDER GRANTING EMERGENCY JOINT MOTION OF DEBTORS, FLORIDA PETROLEUM COMPANY LLC AND FIFTH THIRD BANK FOR ENTRY OF AN ORDER (1) VACATING THE COURT'S ORDER DATED SEPTEMBER 26, 2012 [DOC, NO. 8471, AND (2) APPROVING AMENDMENT O.1 TO ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 10. 2012 THIS CASE came on for consideration by the Court upon the Emergency Joint Motion of Debtors, Florida Petroleum Company LLC and Fifth Third Bank for Entry of an Order (1) Vacating the Court's Order Dated September 26, 2012 [Doc. No. 847], and (2) Approving AmendmentNo.1 to Asset Purchase Agreement Dated as of August 10, 2012 [Doc. No. 8561 (the "Motion"). In connection with the Motion, the Court finds as follows: (a) This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§ 157 and 1334. The subject matter of the Motion is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper in this district pursuant to 28 U.S.C. § 1408. (b) Each of Evans Oil Company LLC, KCWL, LLC, Long Equipment Finance, LLC, Long Petroleum Products LLC, Long Run, LLC, and RML, LLC (collectively, the "Selling Debtors ") and Florida Petroleum Company LLC ( "FPC") are parties to that certain Asset Purchase Agreement Packet Page -2638- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page z or -i dated as of August 10, 2012 (the "Purchase A eement), t pursuant to which the Selling Debtors have agreed to sell to FPC, and FPC has agreed to purchase from the Selling Debtors, substantially all of the Assets of the Selling Debtors. (c) On August 27, 2012, the Court entered its Order (1) Authorizing the Sale of Substantially All of the Debtors' Assets to Florida Petroleum Company LLC, Free and Clear of Liens, Claims, Interests and Encumbrances, Subject to Higher or Better Offers, Pursuant to Bankruptcy Code Sections 363 and 365; (2) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Such Sale and Determining and Adjudicating Cure Amounts with Respect to Such Contracts and Leases; (3) Waiving the Fourteen - Day Stay Period Provided by Bankruptcy Rules 6004(h) and 6006(d); and (4) Granting Related Relief [Doc. No. 810] (the "Sale Order "), which approved the Purchase Agreement in all respects subject to certain amendments thereto as expressly stated in the Sale Order. (d) Pursuant to the Sale Order, the offer by FPC to purchase the Assets of the Selling Debtors was approved by the Court as the highest and best offer for the purchase of the Assets. (e) The Sale Order is a Final Order of the Court, (f) On September 14, 2012, the Court entered its Order Appointing Soneet Kapila as Chief Restructuring Officer and Interim Manager (the "CRO ") in these Chapter 11 cases [Doc. No. 827] (the "CRO Order"). The CRO Order provides that the CRO shall have full and final authority regarding all business and financial matters of the Debtors. The CRO Order is a Final Order of the Court. Unless otherwise indicated, capitalized terms used in this Order shall have the meaning ascribed to such terms in the Purchase Agreement. 2 Packet Page -2639- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page 3 or -i.i (g) Pursuant to Section 11.9 of the Purchase Agreement, the Purchase Agreement may be amended by an instrument signed by the Selling Debtors and FPC. (h) The Selling Debtors, acting through the CRO pursuant to the authority granted to him in the CRO Order, and FPC have agreed to the terms of an Amendment No. 1 to Asset Purchase Agreement (the "Amendment', In addition, Fifth Third Bank has agreed to execute a Consent and Acknowledgment of Fifth Third Bank in the form included in the Amendment (the "Fifth Third Consent "), which, among other things, provides for Firth. Third Bank's consent to the Amendment. A true and correct copy of the form of the Amendment is attached to the Motion as Exhibit A and incorporated in this Order by this reference thereto. (i) Upon entry of this Order, the Selling Debtors and FPC will execute and deliver the Amendment and Fifth Third Bank will execute and deliver the Fifth Third Consent, and the sale of the Assets to FPC or its assignees will thereafter close in accordance with the terms and conditions of the Purchase Agreement, as amended by the terms and conditions of the Amendment (hereinafter collectively referred to as the "Amended FPC Purchase reement" ). 0) On September 26, 2012, the Court entered its Order (1) Approving Bidding Procedures in Connection with the As -Is, Where -Is Sale of Substantially All of the Debtors' Assets, (I1) Approving Form and Manner of Notice of Bidding Procedures, (III) Approving As -Is, Where-Is Sales to One or More Successful Bidders, and (IV) Setting Closing Dates for Such As -Is, Where -Is Sales [Doc. No. 8471 (the "Sealed Bid Order"). The Sealed Bid Order established a deadline and procedures for the submission of sealed bids for the as -is, where -is purchase of the Selling Debtors' assets. No bids meeting the undisclosed reserve amount (as required by the Sealed Bid Order) were submitted by any Packet Page -2640- 11/13/2012 Item 16.E.8. Case 9:11 -bk-01 515-BSS Doc 859 Filed 10 /01/12 Page 4 or 11 party for the purchase of the Selling Debtors' assets by the deadline set forth in the Sealed Bid Order See Doc, No. 851). The Sealed Bid Order is not a Final Order of the Court. (k) The Sealed Bid Order further provided that "the Sale pursuant to this order supersedes the sale approved under the Prior Sale Order...." As stated above, no sale of the Selling Debtors' assets will occur pursuant to the procedures set forth in the Sealed Bid Order. Thus, by definition, no superseding sale will occur under any circumstances and there is ample reason to vacate the Sealed Bid Order, Accordingly, the Movants have agreed to seek an order from this Court vacating the Sealed Bid Order so as to allow the sale of the Selling Debtors' Assets to FPC or its assignees to occur pursuant to the terms of the Amended FPC Purchase Agreement and the Sale Order (which remains in place as a Final Order of the Court). (1) At a telephonic hearing held by the Court on September 28, 2012, at 12:00 p.m. (the "September 28 Hearime), the Court approved the terms of the Amendment and requested that the Movants (i) file an emergency motion with the Court seeking an order of the Court approving the sale of the Selling Debtors' Assets to FPC or its assignees pursuant to the Amended FPC Purchase Agreement, and (ii) submit an order granting such emergency motion to the Court at the time of the filing of such emergency motion. At the September 28 Hearing, the Court heard oral objections raised by various parties to the Court's approval of the terms of the Amended FPC Purchase Agreement and overruled those objections for the reasons announced on the record at the September 28 Hearing, including but not limited to that the amounts owed to, and secured by the first priority liens and claims of Fifth Third Bank are significantly in excess of any amounts that would have been received by the Selling Debtors under the Purchase Agreement. 4 Packet Page -2641- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01 /12 Page b of 1 1 The Court specifically finds that notice of the Motion, the form of the Amendment and the relief requested in the Motion were served upon: (i) the Office of the United States Trustee for the Middle District of Florida, (ii) Fifth Third Bank and its counsel, (iii) Naples Lending Group, L.C. and its counsel, (iv) Chevron Products Company and its counsel, (v) all persons and entities who have requested service in these cases pursuant to Bankruptcy Rule 2002, (vi) all parties who are known or reasonably believed to have asserted a Lien in the Assets, (vii) the Internal Revenue Service, (viii) the Florida attorneys general and local environmental enforcement agencies, (ix) all applicable state and local taxing or regulatory authorities, (x) the United States Environmental Protection Agency, (xi) the United States Attorney for the Middle District of Florida, and (xii) all parties set forth on the Local Rule 1007(d) Parties in Interest List for these cases. The Court finds that such notice was adequate and sufficient, such notice complied in all respects with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of this Court and otherwise satisfies the requirements of due process, and no further or other notice is necessary. The Court considered the Motion, together with the record and the arguments of counsel at the September 28 Hearing, and being otherwise duly advised in the premises, finds that the relief requested in the Motion is necessary and appropriate and is in the best interests of the Debtors, their creditors and estates and all parties in interest, and that the Motion is well taken and shall be granted in accordance with the terms and conditions set forth herein. Accordingly, it is ORDERED: I . The Motion is GRANTED in all respects. 2. The findings of fact set forth above in this Order be, and the same hereby are, ratified and adopted as findings of this Court and are incorporated herein. To the extent any of the findings of 5 Packet Page -2642- 11/13/2012 Item 16.E.8. Case 9:11 -bk- 01515 -BSS -Doc 859 Filed 10/01/12 Page o or -i.i fact set forth herein are deemed to be conclusions of law, then such findings of fact are hereby confirmed as conclusions of law. 3. The Sealed Bid Order is vacated in all respects. 4. All of the terms of the Amendment (including the release provisions contained therein, the Court fording and ruling that adequate and sufficient consideration is being provided for such releases) and the Amended FPC Purchase Agreement are authorized and approved in all respects. 5. The CRO is authorized and directed to execute and deliver the Amendment and any and all documents required to be executed and delivered by the Selling Debtors under the Amended FPC Purchase Agreement (collectively, with the Amendment, the "Seller Closing Documents"), and the execution of the Seller Closing Documents by the CRO shall be absolutely and irrevocably binding on the Seller Parties (as defined below). 6. This Order incorporates and ratifies all of the terms, conditions, findings and rulings of the Court set forth in the Sale Order including any and all terms, conditions, findings and rulings under Sections 363 and 365 of the Bankruptcy Code in favor of FPC. All such terms, conditions, findings and rulings of the Court set forth in the Sale Order (including any and all terms, conditions, findings and rulings under Sections 363 and 365 of the Bankruptcy Code) shall also be in favor of and apply to any assignees of FPC, including Evans Energy Partners LLC, a Delaware limited liability company, KC Transportation LLC, a Delaware limited liability company, E2 ReaI Estate LLC, a Delaware limited liability company, and Evans Okeechobee LLC, a Delaware limited liability company (collectively, the "FPC Assi ees'�. 6 Packet Page -2643- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01 /12 Page t or 1 1 7. The Sale Order shall continue to apply to the sale of the Selling Debtors' Assets to FPC or the FPC Assignees under the Amended FPC Purchase Agreement. 8. The Amended FPC Purchase Agreement and this Order are binding on (A) the Selling Debtors and (a) any Chapter 7 trustee or Chapter 11 trustee appointed for any of the Debtors in these cases or any successors or assigns to the Debtors, (b) the bankruptcy estates of the Debtors, (c) any creditors of the Debtors (including any creditors asserting administrative expense claims in these cases or any subsequent cases under Chapter 7 of the Bankruptcy Code) or other parties in interest in these Chapter 11 cases, (d) the CRO, including pursuant to the authority granted to him in the CRO Order or any other order of the Court, and (e) any officer, director, employee, member, manager, managing member, agent, attorney, or other representative of the Debtors or any professional employed by the Debtors pursuant to an order of the Court (the Selling Debtors and all persons and entities described in subparagraphs (a )-(e) are referred to, collectively, as the "Seller Parties "), (B) FPC and (C) Fifth Third Bank, 9. The Fifth Third Consent is binding on Fifth Third Bank. 10. The 14-day stays set forth in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure are waived, for good cause shown, and this Order shall be immediately enforceable and the Closing of the Amended FPC Purchase Agreement may occur immediately following the entry of this Order on the docket for these cases. 11. All of the objections to the Amended FPC Purchase Agreement and this Motion as raised on the record at the September 28 Dearing are overruled in all respects. Packet Page -2644- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page b of t i 12. Neither the Selling Debtors nor FPC nor the FPC Assignees have engaged in any conduct that would cause or permit the Amended FPC Purchase Agreement to be avoided under Section 363(n) of the Bankruptcy Code. 13. The Selling Debtors (through the CRO) are authorized and directed to execute and deliver all documents (both before and after the Closing Date) and to take all appropriate actions necessary to evidence and consummate the Closing on the sale of the Assets to FPC or the FPC Assignees and the transactions contemplated thereby. 14. The transfer of the Assets to FPC or the FPC Assignees will be a legal, valid, and effective transfer ofthe Assets and will vest FPC or the FPC Assignees with all right, title and interest in and to the Assets, free and clear of all Liens of any kind or nature whatsoever, other than the Assumed Liabilities, and to the full extent provided in the Sale Order. 15. The Selling Debtors and FPC and the FPC Assignees have acted in good faith, and the terms and conditions of the Amended FPC Purchase Agreement are fair and reasonable and have been negotiated and agreed upon in good faith on the part of the Selling Debtors and FPC and the FPC Assignees. Each of FPC and the FPC Assignees is an arm's length purchaser which is purchasing the Assets in good faith and is not an insider of the Selling Debtors. The Purchase Price to be received from the sale of the Assets constitutes reasonably equivalent value under the Bankruptcy Code and applicable non- bankruptcy law. Accordingly, FPC and the FPC Assignees shall be, and are, entitled to all of the protections afforded by Section 363(m) of the Bankruptcy Code. 16. On the Closing Date, this Order shall be construed and shall constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the Assets to FPC and 8 Packet Page -2645- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page u or vi the FPC Assignees, and a bill of sale transferring good and marketable title in the Assets to FPC and the FPC Assignees, in each case free and clear of all Liens except for the Assumed Liabilities. Each and every federal, state, and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Amended FPC Purchase Agreement. 17, FPC and the FPC Assignees shall not be, nor shall they be deemed to be, a successor or successor in interest to the Selling Debtors by reason of any theory of law or equity, and FPC and the FPC Assignees shall not have any successor or transferee liability of any kind or character whatsoever, including as to any Environmental Claims or claims for Taxes. 18. The terms and provisions of this Order shall be binding upon the Debtors and their estates, creditors and stockholders, Fifth Third Bank, Naples Lending Group, L.C., Chevron Products Company, Great Lakes Petroleum, Inc., any Potential Bidder (as defined in the Sale Order), all parties to the Assumed Contracts, all Contract Parties (as defined in the Sale Order), all governmental authorities, and all other parties in interest and the respective successors and assigns of each of the foregoing (all of the foregoing whether known or unknown), including any trustee subsequently appointed for or on behalf of the Debtors under the Bankruptcy Code in these Chapter 11 cases or upon a conversion of any of these cases to a case under Chapter 7 of the Bankruptcy Code. 19. Following the Closing, all account debtors with respect to the Accounts Receivable (as that term is defined in the Amended FPC Purchase Agreement) are authorized and directed to pay the Accounts Receivable directly to FPC or the FPC Assignees, 20. The failure specifically to include any particular provision of the Amended FPC Purchase Agreement in this Order shall not diminish or impair the effectiveness of such provision, it N Packet Page -2646- 11/13/2012 Item 16.E.8. Case 9;11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page 'iu or vi being the intent of the Court that the Amended FPC Purchase Agreement be authorized and approved in its entirety. 21. This Court shall retain jurisdiction (a) to interpret, implement and enforce the provisions of this Order, and (b) to enforce and implement the terms and provisions ofthe Amended FPC Purchase Agreement, all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith in all respects, including, but not limited to, retaining jurisdiction to (i) subject to the terms and conditions of the Amended FPC Purchase Agreement, compel delivery of the Assets to FPC or the FPC Assignees or the performance of other obligations of the Selling Debtors under the Amended FPC Purchase Agreement and each of the agreements executed in connection therewith, (ii) resolve any disputes arising under or related to the Amended FPC Purchase Agreement and each of the agreements executed in connection therewith, (iii) resolve any dispute regarding the validity, extent and /or priority of any alleged Lien attaching to the proceeds of the sale of the Assets, and (iv) enforce the release and injunctive provisions set forth in the Amended FPC Purchase Agreement; provided, however, that in the event the Court abstains from exercising or declines to exercise such jurisdiction or is without jurisdiction with respectto the Amended FPC Purchase Agreement or each of the agreements executed in connection therewith or this Order, such abstention, refusal or lack of jurisdiction shall have no effect upon, and shall not control, prohibit or limit the exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter, 22, A copy of this Order shall be sent, by United States first class mail or CM/ECF Transmission, to (i) the Office of the United States Trustee for the Middle District of Florida, (ii) Fifth Third Bank and its counsel, (iii) Naples Lending Group, L.C. and its counsel, (iv) Chevron 10 Packet Page -2647- 11/13/2012 Item 16.E.8. Case 9:11 -bk -01515 -BSS Doc 859 Filed 10/01/12 Page _� _i or 'l Products Company and its counsel, (v) all persons and entities who have requested service in these cases pursuant to Bankruptcy Rule 2002, (vi) all parties who are known or reasonably believed to have asserted a Lien in the Assets, (vii) the Internal Revenue Service, (viii) the Florida attorneys general and local environmental enforcement agencies, (ix) all applicable state and local taxing or regulatory authorities, (x) the United States Environmental Protection Agency, (xi) the United States Attorney for the Middle District of Florida, (xii) all creditors of the Debtors, and (xiii) all parties set forth on the Local Rule 1007(d) Parties in Interest List for these cases, The Court finds that such notice of this Order complies in all respects with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of this Court and otherwise satisfies the requirements of due process, and that no further or other notice is necessary. FPC shall file a certificate of service with the Court within three (3) days following service of this Order. October 01, 2012 DONE and ORDERED in Chambers at Ft. Myers, Florida, on �31 a4l 4j�e_ �- BARRY S. SCHERMER United States Bankruptcy Judge 11 Packet Page -2648- www.sunbiz.org - Department of State 11/13/2012 Item 16.E.8. Home Contact Us E- Filing Services Document Searches Forms Help Previous on List Next on List Return To List Entity Name Search No Events No Name History Submit Detail by Entity Name Foreign Limited Liability Company EVANS ENERGY PARTNERS LLC Filing Information Document Number M12000004941 FEI/EIN Number NONE Date Filed 08/31/2012 State DE Status ACTIVE Principal Address 3170 SOUTH HORSESHOE DRIVE NAPLES FL 34104 Mailing Address 3170 SOUTH HORSESHOE DRIVE NAPLES FL 34104 Registered Agent Name & Address NRAI SERVICES, INC. 515 E PARK AVENUE TALLAHASSEE FL 32301 US Manager /Member Detail Name & Address Title MGRM ASKAR,KOUSAY 3170 SOUTH HORSESHOE DRIVE NAPLES FL 34104 Annual Reports No Annual Reports Filed Document Images 08/31/2012 -- Foreign Limited ( View image in PDF format Note: This is not official record. See documents if question or conflict. 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