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Backup Documents 11/14/2023 Item #16E 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 E THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management ‘(76 (///tiZ3 2. County Attorney Office County Attorney Office l f21$9_73 4. BCC Office Board of County L Commissioners RL i 4( 11/u/z3„. 4. Minutes and Records Clerk of Court's Office q 111.73 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Patrick Contact Information 239-252-8950 Contact/ Department O'Quinn/PROCUREMENT Agenda Date Item was NOVEMBER 14TH, 2023 Agenda Item Number 16.E.1. Approved by the BCC Type of Document FIXED TERM Number of Original Documents 1 Attached SERVICE Attached AGREEMENT PO number or account N/A 23-8110 SUNBELT number if document is FILTERS FOR FLEET AUTOMOTIVE, to be recorded VEHICLES & INC. EQUIPMENT INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PRO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PRO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PRO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/14/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County 5010 an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for the 1ef I j ' an option for Chairman's signature. 1� this line. 16E1 FIXED TERM SERVICE AGREEMENT # 23-8110 for Filters for Fleet Vechicles & Equipment THIS AGREEMENT, made and entered into on this 19 day of frovtr,"6-c/ 2023 , by and between Sunbelt Automotive, Inc. authorized to do business in the State of Florida, whose business address is 3885 Radio Road, Naples, FL 34104 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing n upon the date of Board approval; or on and terminating on three ( 3 )year(s)from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 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 two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑Netice e-Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of n Request for Proposal (RFP) 0 Invitation to Bid (ITB) ❑Other ( )# 23-8110 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. Ill The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement [2023_Ver.1] 16El 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): transferred from the County to the contractor; and, as a business practice there arc no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. ❑ Time r,d Material . The Co unt y agrees to pay the contractor for the u ount of labor materials plus the contractor's markup). This methodology is generally used in projects in that the project requirements would most likely change. As a general business practice, these contracts include back up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) equipment invoices, and other reimbursable documentation for the project. 0■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for 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 the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2of17 Fixed Term Service Agreement [2023_Ver.1] CAO 16El 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 45 ❑ (check if applicable) Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. •Roimb ifsealonto shall bo of the following rcto Mileage $0.11.5 per mile Breakfast $5700 Lunch $444).0 Dinner $4-9700 Airfare Actual ticket cost limited to tourist or coach claw fare Rental car Actual rental cost limited to compact or standard size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long dicta fiee chorgoo fox charges photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Sunbelt Automotive, Inc. Address: 3885 Radio Road Naples, Florida 34104 Authorized Agent: JoAnn Jamieson Attention Name & Title: Adolfo Baez, Manager Telephone: (239) 430-6300 E-Mail(s): Adolfo.Baez@napasunbelt.com JoAnn.JamiesonAnapasunbelt.com Page 3of17 Fixed Term Service Agreement [2023 Ver.1] CAD i6 E1 All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Fleet Management Division Division Director: John King Address: 2901 County Barn Road Naples, FL 34112 Administrative Agent/PM: Mario Menendez, Manager Telephone: (239) 252-4170 E-Mail(s): Mario.Menendez@colliercountyfl.gov 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. 7. 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. 8. 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. The County will not be obligated to pay for any permits obtained by Subcontractors. 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. 9. 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 suspend the Agreement 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 Page 4 of 17 Fixed Term Service Agreement[2023_Ver.1] ICAO I 6 E 1 the suspension period until the violation has been corrected to the satisfaction of the County. 10. 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 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 the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ❑■ Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. 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$ 500,000 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. I 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$ 500,000 for each accident. a. ❑ Professional Liabilityj Shall be maintained by thc Contractor to ensure its legal liability for claims arising out of thc performance of profescional services under thio Agreement. Contractor waives its right of recovery against County as to any claims undcr this insurance. Such insurance shall have limits of not lcsc than $ oach claim and aggregate. Cyber Liability: Coverage shall have minimum limits of $ per claim. Page 5 of 17 Fixed Term Service Agreement [2023_Ver.1] CA4 16E1 Coverage chall have minimum limits of$ per claim. 6- ❑ : Coverage chall have minimum limits of$ per claim/Occurrence. : Coverage chall have minimum limits of$ per claim/Occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify 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 Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, 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. Page 6 of 17 Fixed Term Service Agreement [2023_Ver.1] CAO 16E1 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Fleet Management Division 15. 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. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ❑� Exhibit A Scope of Services, Exhibit B Fee Schedule, ❑ RAP/ I■I ITB/❑ Other #23-8110 , including Exhibits, Attachments and Addenda/Addendum, ❑ cubscqucnt quotes, and . Other Exhibit/Attachment: Federal Contract Provisions and Assurances . 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT 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. 19. 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, as amended, 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with 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 Page 7of17 Fixed Teun Service Agreement [2023 Ver.1] CAO 1 6 E 1 amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(c�colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. 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. Page 8 of 17 Fixed Term Service Agreement[2023_Ver.1] C 16E1 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. 111 CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor 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. Page 9of17 Fixed Term Service Agreement[2023 Ver.1] CAO 16E1 25. 0 WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, 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. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. n TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ❑ PROTECTION OF 1A/ORK A. Contractor shall fully protect the Work from lose or damage and shall boor the cost of any such lose or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies neccscary to replace such losc or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pre: ures that will endanger it. to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. Page 10of17 Fixed Term Service Agreement [2023_Ver.1] C40 � 6E1 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. 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. 34. ❑ KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed neceseary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall a sign as many people as necessary to complete the cervices on a timely basis, and each person acrigned shall be available for an amount of time adequate to meet the required service Page 11 of 17 Fixed Term Service Agreement [2023_Ver.1] AU 16E1 dates. Thc Contractor shall not change Key Personnel unlcsc the following conditions arc met: (1) Propesed Feplacehieffts have st+bstantiafly the same or better qualifications personnel. I I for this Agreement shall be liffewledgebbic n the areas of expertise. Thc County competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as hece- required services. 35. ❑ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Docu , Executive Summary, the Contract Documents shall take precedence. 0 ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of Page 12 of 17 Fixed Term Service Agreement [2023_Ver.1] 6E1 issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSAcolliercountyfl.gov) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 38. I■I SAFETY. All Contractors and subcontractors 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. Also, all Contractors and subcontractors 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. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13 of 17 Fixed Term Service Agreement [2023_Ver.1] CAO 16E1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA Court and;Comptroller By: c By: �. RICK LOCASTRO , Chairman Dated: Li D 2U e e h�IfRlr �S' (SEA ) 0y;, Sunbelt Automotive, Inc. Contractor's Witnesses: Contractor By: Contra rrs + NSa'gna�tu 0\CO A . e)in2 Z- TType/print signature and titlee TTyp int witness name Contractor's Second Witnes a 4 uo(e to . TType/print witn s name ppro ad .s o Fob Legality: County Attorney Print ame Page 14 of 17 Fixed Term Service Agreement[2023 Ver.11 ,90 16E1 Exhibit A Scope of Services 0 following this page (containing 2 pages) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement [2023_Ver.1] CAO • i6E1 Invitation to Bid (ITB) 23-8110 "Filters for Fleet Vehicles & Equipment" EXHIBIT A SCOPE OF SERVICES Collier County Fleet Management Division maintains all County-owned vehicles and equipment. In order to have these vehicles and equipment performing at their optimum capacity, it is critical to have a reliable vendor to provide the filters upon request. The terms"Contractor"and"Vendor"may be used interchangeably throughout this Agreement. DETAILED SCOPE OF WORK 1.1. The list of filters provided on the Exhibit B Fee Schedule ("Fee Schedule") is based on the most common filters used by the County and is not inclusive of all types and sizes required under this agreement. Delivery and standard shipping costs is included in the pricing of each item,with the exception of overnight shipping for urgent requests as outlined below. The County currently utilizes Napa Gold brand filters, and they are listed by Napa stock number on the Fee Schedule. 1.1.1.Fixed Percentage Discount off Catalog Items listed. The fixed percentage discount shall remain firm for the initial term of this agreement. 1.1.2.Fixed Percentage Discount off Catalog Items not listed. The County reserves the right to purchase any product from the catalog. The fixed discount percentage shall remain firm for the initial term of this agreement. 2. Catalog Price Adjustments 2.1. All adjusted catalog pricing must be provided to the County thirty(30)days prior to the effective date of the price adjustment.Retroactive price adjustments are not authorized. 2.1.1. At the time of submission, one(1) copy of a new catalog price list must be provided to the County if there are price changes. 2.1.2. If approved, the Procurement Director or designee will notify the vendor in writing with the effective date of any approved price adjustments. The new prices will be effective on orders made by the County after approval of the price changes. 3. Equivalents 3.1. The manufacturer's name, brand name, and/or model number are used in these specifications for the sole purpose of establishing the minimum requirement of level of quality, standards of performance, and design required. It is in no way intended to prohibit the use of other manufacturers'items of equal or similar material. An equal or similar product may be used,provided that the product is found to be equal or similar in quality, the standard of performance, design, etc. to the item specified. The Filters provided must meet or exceed the original manufacturer's specifications. The County shall be the sole judge when determining the quality of filters. 3.2. When an equal or similar product is used,the County may request a complete set of factory information sheets (specifications,brochures, etc.) and may request samples to verify specifications and quality. Page 1 of 2 Exhibit A—Scope of Services CAO 6Ei Invitation to Bid (ITB) 23-8110 "Filters for Fleet Vehicles & Equipment" 4. Delivery/Shipping 4.1. County stock orders, non-stock orders, as well as special order filters shall be delivered by the vendor within twenty-four(24) hours after being ordered by the County, between the hours of 7:00 a.m. and 5:00 p.m., Monday through Friday except for County-observed holidays. If an item is not available for delivery, then the item(s)will be shipped via standard shipping, at no additional cost to the County. 4.1.1.Urgent Requests Urgent orders shall be delivered within four (4) hours of the order. The Fleet Management Division shall determine when an urgent condition exists and shall notify the vendor of such. If an item is not available for urgent delivery, then the item(s) shall be shipped via overnight delivery to the County. The vendor may charge the County shipping/freight charges when overnight delivery is required. The overnight charge shall be billed at cost with documentation of proof of shipping expense. The vendor shall not establish minimum order criteria as a delivery condition on urgent requests. 4.2. The County reserves the right to purchase filters from other vendors when delivery/shipping times cannot be met by the awarded vendor or when Original Equipment Manufacturer(OEM) filters are required. 4.3. Delivery/shipping locations will be the Collier County Government Fleet Management Department parts rooms located at the following addresses: • 2901 County Barn Road,Naples,Florida 34112. • 4800 Davis Boulevard,Naples,Florida 34104. • 402 SGT Joe Jones Road,Immokalee,FL 34142 • 8300 Radio Road,Naples,Florida 34104 4.4. Additional delivery/shipping times and locations may be requested by other governmental entities if they purchase from this Agreement. 4.5. When stated delivery/shipping times cannot be met, the vendor shall notify the Fleet Management Division (or another buyer) immediately. No fuel or transportation charges, or other surcharges, shall be added for delivery. All costs and charges shall be figured into the bid submission pricing. 5. Returns 5.1. Filters found to be of inferior quality, defective, or damaged in transit shall be replaced at the expense of the vendor. Filters ordered in error and unused by the County shall be returned to the vendor and the vendor shall refund/credit the original purchase price to the County. No restocking fees will be charged to the County. Page 2 of 2 Exhibit A—Scope of Services CAO 16E1 Exhibit B Fee Schedule 1 following this page (containing pages) Page 16 of 17 Fixed Term Service Agreement [2023_Ver.1] CAO I6I , Invitation to Bid (ITB)23-8110 Filters for Fleet Vechicles& Equipment EXHIBIT B FEE SCHEDULE Item Manufacturer Equivalent Manufacturer/Description Fixed Percentage NAPA Part# Manufacturer Number Stock# (if applicable) (%)Discount 1 7502 NAPA NAPA GOLD OIL FILTER 78% 2 1748XD NAPA NAPA GOLD OIL FILTER 78% 3 1372 NAPA NAPA GOLD OIL FILTER 78% 4 9883 NAPA NAPA GOLD AIR FILTER 78% 5 7151 NAPA NAPA GOLD OIL FILTER 78% 6 230266 NAPA NAPA CABIN AIR FILTER 78% 7 3763 NAPA NAPA GOLD FUEL FILTER 78% 8 9666 NAPA NAPA GOLD AIR FILTER 78% 9 3001 NAPA NAPA GOLD FUEL FILTER 78% 10 230266 NAPA NAPA CABIN AIR FILTER 78% 11 1394 NAPA NAPA GOLD OIL FILTER 78% 12 1348 NAPA NAPA GOLD OIL FILTER 78% 13 6438 NAPA NAPA GOLD AIR FILTER 78% 14 300458 NAPA NAPA GOLD FUEL FILTER 78% 15 6418 NAPA NAPA GOLD AIR FILTER 78% 16 3936 NAPA NAPA GOLD FUEL FILTER 78% 17 4419 NAPA NAPA CABIN AIR FILTER 78% 18 6449 NAPA NAPA GOLD FUEL FILTER 78% 19 7182 NAPA NAPA GOLD OIL FILTER 78% 20 4071 NAPA NAPA GOLD COOLANT FIL 78% 21 7035 NAPA NAPA GOLD OIL FILTER 78% 22 1056 NAPA NAPA GOLD OIL FILTER 78% 23 3615 NAPA NAPA GOLD FUEL FILTER 78% 24 7202MP NAPA NAPA GOLD OIL FILTER 78% 25 9082 NAPA NAPA CABIN AIR FILTER 78% 26 9902 NAPA NAPA GOLD AIR FILTER 78% 27 200316 NAPA NAPA GOLD AIR FILTER 78% 28 9017 NAPA NAPA GOLD AIR FILTER 78% 29 200679 NAPA NAPA GOLD AIR FILTER 78% 30 200679 NAPA NAPA GOLD AIR FILTER 78% 31 1064 NAPA NAPA GOLD OIL FILTER 78% 32 1358 NAPA NAPA GOLD OIL FILTER 78% 33 2985 NAPA NAPA GOLD AIR FILTER 78% 34 7708 NAPA NAPA GOLD OIL FILTER 78% 35 6935 NAPA NAPA GOLD AIR FILTER 78% 36 3960XE NAPA NAPA GOLD FUEL FILTER 78% 37 4068 NAPA NAPA CABIN AIR FILTER 78% 38 600568 NAPA NAPA GOLD FUEL FILTER 78% 39 9154 NAPA NAPA GOLD AIR FILTER 78% 40 600122 NAPA NAPA GOLD FUEL FILTER 78% 41 1365 NAPA NAPA GOLD OIL FILTER 78% 42 7750S NAPA NAPA GOLD OIL FILTER 78% 43 7317 NAPA NAPA GOLD OIL FILTER 78% 44 3011 NAPA NAPA GOLD FUEL FILTER 78% 45 230266 NAPA NAPA CABIN AIR FILTER 78% 46 4006 NAPA NAPA GOLD FUEL FILTER 78% 47 500428 NAPA NAPA GOLD AIR FILTER 78% 48 600149 NAPA NAPA GOLD FUEL FILTER 78% 49 200316 NAPA NAPA GOLD AIR FILTER 78% 50 4466 NAPA NAPA CABIN AIR FILTER 78% 51 1334 NAPA NAPA GOLD OIL FILTER 78% 52 6489 NAPA NAPA GOLD AIR FILTER 78% 53 2809 NAPA NAPA GOLD AIR FILTER 78% CAO 1 of 2 1. 5E1 54 3966 NAPA NAPA GOLD FUEL FILTER 78% 55 7259 NAPA NAPA GOLD OIL FILTER 78% 56 7430 NAPA NAPA GOLD OIL FILTER 78% 57 7503 NAPA NAPA GOLD OIL FILTER 78% 58 9161 NAPA NAPA CABIN AIR FILTER 78% 59 1553 NAPA NAPA HYDRAULIC FILTER 78% 60 2611 NAPA NAPA GOLD AIR FILTER 78% 61 3002 NAPA NAPA GOLD FUEL FILTER 78% 62 3965 NAPA NAPA GOLD FUEL FILTER 78% 63 6652 NAPA NAPA GOLD AIR FILTER 78% 64 7076 NAPA NAPA GOLD OIL FILTER 78% 65 1551 NAPA NAPA HYDRAULIC FILTER 78% 66 6490 NAPA NAPA GOLD AIR FILTER 78% 67 230084 NAPA NAPA CABIN AIR FILTER 78% 68 550160 NAPA NAPA CABIN AIR FILTER 78% 69 2443 NAPA NAPA GOLD AIR FILTER 78% 70 3243 NAPA NAPA GOLD FUEL FILTER 78% 71 3830 NAPA NAPA GOLD FUEL FILTER 78% 72 4029 NAPA NAPA GOLD FUEL FILTER 78% 73 6672 NAPA NAPA GOLD AIR FILTER 78% 74 7356 NAPA NAPA GOLD OIL FILTER 78% 75 200048 NAPA NAPA GOLD AIR FILTER 78% 76 200095 NAPA NAPA GOLD AIR FILTER 78% 77 200832 NAPA NAPA GOLD AIR FILTER 78% 78 500804 NAPA NAPA GOLD AIR FILTER 78% 79 500925 NAPA NAPA GOLD AIR FILTER 78% 80 3752 NAPA NAPA GOLD FUEL FILTER 78% 81 1311 NAPA NAPA GOLD OIL FILTER 78% 82 1759 NAPA NAPA GOLD OIL FILTER 78% 83 2444 NAPA NAPA GOLD AIR FILTER 78% 84 9560 NAPA NAPA GOLD AIR FILTER 78% 85 3700 NAPA NAPA GOLD FUEL FILTER 78% 86 7137 NAPA NAPA GOLD OIL FILTER 78% 87 7669 NAPA NAPA GOLD OIL FILTER 78% 88 7701 NAPA NAPA GOLD OIL FILTER 78% 89 9462 NAPA NAPA GOLD AIR FILTER 78% 90 400043 NAPA NAPA HYDRAULIC FILTER 78% 91 550186 NAPA NAPA CABIN AIR FILTER 78% 92 550188 NAPA NAPA CABIN AIR FILTER 78% 93 600176 NAPA NAPA GOLD FUEL FILTER 78% 94 7176099 N/A N/A N/A 95 FA1902 NAPA 9902 NAPA GOLD AIR FILTER 78% 96 400109 NAPA NAPA GOLD OIL FILTER 78% 97 1361 NAPA NAPA GOLD OIL FILTER 78% 98 3740 NAPA NAPA GOLD FUEL FILTER 78% 99 7214 NAPA NAPA GOLD OIL FILTER 78% 100 9463 NAPA NAPA GOLD AIR FILTER 78% 101 For items not listed above please provide a fixed percentage discount off the entire catalog. 78% Fixed percentage discount off catalog items shall remain firm for the initial term of this Agreement Catalog Price-A catalog must be provided to substantiate pricing. A 2%discount will also be applied per invoice for Collier County Fleet Page2of2 16E1 Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances 7 ■❑ following this page (containing pages) ❑ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement [2023_Ver.1] CAO 16E1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Acceptance of FEDERAL Clauses Federal Transit Administration This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). ACCESS TO RECORDS AND REPORTS(Applies to Subcontracts at every tier) a. Record Retention. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics,sub-agreements, leases,subcontracts, arrangements,other third-party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R.§200.333.The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3)years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance.The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. CLEAN AIR AND WATER POLLUTION CONTROL ACTS The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3) It will report violations of use of prohibited facilities to FTA;and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 — 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C.§§ 1251-1387). 5) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),"2 C.F.R. part 180.These provisions apply to each contract at any tier of$25,000 or more,and to each contract at any tier for a federally required audit(irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates,and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a)Debarred from participation in any federally assisted Award; b)Suspended from participation in any federally assisted Award; c)Proposed for debarment from participation in any federally assisted Award; d)Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award;or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal,the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the COUNTY. If it is later determined by the COUNTY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200,while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. FEDERAL PROVISIONS-1 CAO 1 6 E FEDERAL CONTRACT PROVISIONS AND ASSURANCES DOMESTIC PREFERENCE FOR PROCUREMENTS a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. ENERGY CONSERVATION(Applies to subcontracts at every tier)The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations,policies,procedures and directives,including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. FEDERAL TAX LIABILITY AND FELONY CONVICTIONS (1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a certification that the Contractor—(A) Does not have any unpaid Federal tax liability that has been assessed,for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor cannot so certify, the County agrees to refer the matter to the FTA and not to enter into any agreement with the Contractors without FTA's written approval. (2) The County agrees to require all Contractors to flow this requirement down to participants at all lower tiers,without regard to the value of any subagreement. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS The preceding provisions include,in part,certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions.All contractual provisions required by DOT,as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference.Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act,fail to perform any act,or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. LOBBYING Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Executive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis other than the merits of the matter. NO GOVERNMENT OBLIGATION TO THIRD PARTIES(Applies to subcontracts at every tier) (1) The County and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Recipient,Contractor,or any other party(whether or not a party to that contract)pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal FEDERAL PROVISIONS-2 CAO 16E1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROCUREMENT OF RECOVERED MATERIALS (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—i. Competitively within a timeframe providing for compliance with the contract performance schedule; ii. Meeting contract performance requirements; or iii.At a reasonable price.(2)Information about this requirement,along with the list of EPA-designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpq-program PROGRAM FRAUD OR FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract." NOTIFICATION TO FTA If a current or prospective legal matter that may affect the Federal Government emerges, the County must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the County is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a "covered transaction"according to 2 C.F.R.§§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government's interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government's administration or enforcement of federal laws, regulations, and requirements. (3)The County must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint,or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient. DHS SEAL, LOGO,AND FLAGS The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FTA pre-approval. TRAFFICKING IN PERSONS The contractor agrees that it and its employees that participate in the Recipient's Award, may not: (a)Engage in severe forms of trafficking in persons during the period of time that the Recipient's Award is in effect; (b)Procure a commercial sex act during the period of time that the Recipient's Award is in effect;or (c)Use forced labor in the performance of the Recipient's Award or subagreements thereunder. SAFE OPERATION OF MOTOR VEHICLES Seat Belt Use The Contractor is encouraged to adopt and promote on- the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company rented vehicles, or personally operated vehicles. The terms "company-owned" and "company- leased"refer to vehicles owned or leased either by the Contractor or Agency.Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer,and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases,or rents,or a privately-owned vehicle when on official business in connection with the work performed under this Contract. TERMINATION (Applies to subcontracts at every tier in excess of $10,000) Unless otherwise provided in this contract, 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 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. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to FEDERAL PROVISIONS-3 CAO i6E �. FEDERAL CONTRACT PROVISIONS AND ASSURANCES that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County,including, but not limited to,any damages or any anticipated profit on portions of the services not performed. CIVIL RIGHTS LAWS AND REGULATIONS (Applies to subcontracts at every tier) The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations.Apart from inconsistent requirements imposed by Federal laws or regulations,the COUNTY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement,the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race,color,religion,national origin,sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race,Color, Religion, National Origin,Sex. In accordance with Title VII of the Civil Rights Act, as amended,42 U.S.C.§2000e et seq.,and Federal transit laws at 49 U.S.C.§5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment,"September 24, 1965,42 U.S.C. §2000e note,as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C.§2000e note.The Contractor agrees to take affirmative action to ensure that applicants are employed,and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity).Such action shall include, but not be limited to,the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3.Age. In accordance with the Age Discrimination in Employment Act,29 U.S.C.§§621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act,"29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended,42 U.S.C.§6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R. part 90,and Federal transit law at 49 U.S.C.§5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990,as amended,42 U.S.C.§12101 et seq.,the Architectural Barriers Act of 1968, as amended,42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. §5332,the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. FEDERAL PROVISIONS-4 CA4 16E1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES Transportation by Ocean Vessel or Air(as applicable) FLY AMERICA REQUIREMENTS(Applies to subcontracts) The Contractor agrees to comply with the following: a)Definitions-As used in this clause-- • "International air transportation"means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States"means the 50 States,the District of Columbia,and outlying areas. • "U.S.-flag air carrier"means an air carrier holding a certificate under 49 U.S.C.Chapter411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors,recipients,and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States,in the absence of satisfactory proof of the necessity for foreign-flag air transportation,to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel(and their personal effects)or property. d)In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons(and their personal effects)or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR§47.403.[State reasons]: e) The Contractor shall include the substance of this clause,including this paragraph(e),in each subcontract or purchase under this contract that may involve international air transportation. CARGO PREFERENCE REQUIREMENTS(Applies to subcontracts)Use of United States-Flag Vessels— The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers,dry cargo liners,and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States,a legible copy of a rated,"on-board"commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo,Office of Market Development, Maritime Administration,Washington, DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.);and c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment,material,or commodities by ocean vessel. Certification On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name ��' bC� `�'"M42f` 1�G- Signature - .� Date FEDERAL PROVISIONS-5 CAO 16E1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters • -Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: • (a) Are not presently debarred, suspended, proposed•for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;, (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or • , local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or • destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and • • (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated.for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. • r�� rzcA/ee- 0 6314 U1 t 3 ?c( Name DUNS Number • Title Tax ID Number • Sun bp,/ I9-vlrvmo}•u i`, G • • Firm • 3 S SS -/ ctiPo , Z - $//k Street Address, City, State,Zip • FEDERAL PROVISIONS-6 C. . 16E1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies,to the best of his or her knowledge,that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any Federal contract, grant,loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. The Contractor, Y,k ./940i.ie hzr, I116 , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq.,apply to this certification and disclosure,if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to th' c ion and disclosure, if any. Signature of Contractor's Authorized Official ►�C C-7 ,G2 Name of Authorized Official and Title 5"—a9)-- Date FEDERAL PROVISIONS-7