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#19-7584 (J&K Auto Parts, Inc d/b/a Napa Auto Parts of Fort Myers, FL) ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this \/ of UO0 2024 by and between J & K Auto Parts, Inc. d/b/a Napa Auto Parts of Fort Myers, FL ("J & K") and Collier County, a political subdivision of the State of Florida ("County"), (collectively the "Parties"). WHEREAS, on July 9, 2019, (Agenda Item 16.E.6) the County awarded an Invitation to Bid No. 19-7584, "OEM & Aftermarket Parts for Fleet"to Sunbelt Automotive, Inc. ("Sunbelt"), a copy of which is attached hereto as Exhibit "A" (hereinafter, the Agreement"); and WHEREAS, on September 1, 2024, J& K, acquired all of Sunbelt Automotive, Inc. assets as memorialized in attached Exhibit "B;" and WHEREAS, Federal Contract Provisions and Assurance shall apply to the Agreement and shall take precedence over the terms of the Agreement, as reflected in the attached Exhibit "C"; and WHEREAS, J & K, hereby represents to Collier County that by virtue of an acquisition of Sunbelt's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize J & K's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, it is agreed as follows: 1. J & K accepts and assumes all rights, duties, benefits, and obligations of under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. J & K will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to J & K shall be directed to: J & K Auto Parts, Inc. d/b/a Napa Auto Parts of Fort Myers, FL 1820 Boy Scout Dr, Fort Myers, FL 33907 Phone: (239) 936-4000 Attention: John Murdza, Owner Email:jkautoswfl@gmail.com Page 1 of 6 5. The County hereby consents to J & K's assumption of the Agreement in order to continue the services provided under Agreement No. 19-7584. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat J & K as it would have treated Sunbelt for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. (Signature page to follow) Page 2 of 6 Cqp IN WITNESS WI IEREON. the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. A I'I'I:S 1 BOARD Of COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA & CO ;',, i a. j .a ' � ,0 . '4': ePtity Clerk By: _ -- ,; ° Attest as to Chairman's Chr. al . Chairman signature on y Approved as to Form art i.e ality: .9-/ /....414L.-- fly: e+ Deputy County Attorney New Company's Witnesses: J&K Auto Parts. Inc. d/b/a Napa .Auto Parts of IorttMMyers, El. r� First Witness ( .'' r ' � ,`r 0uinex — _John Murgl4 ?,frsat Ii)he/print �ienalure and Iilid tl ypciprint witness nameT Second Witness 1'Pyle/print witness namet Page 3 of h \ , . 1C,, , ! Exhibit "A" ITB/Agreement No. 19-75 84 "OEM & Aftermarket Parts for Fleet" TO FOLLOW THIS PAGE Page 4 of 6 16.E.6 07/09/2019 EXECUTIVE SUMMARY Recommendation to award Invitation to Bid No. 19-7584, OEM and Aftermarket Parts for Collier County Fleet Management,to the following vendors: Gillig,LLC, IEH Auto Parts LLC d/b/a Auto Plus Auto Parts, Sunbelt Automotive, Inc., TPH Holdings, LLC d/b/a The Parts House, and Tamiami Ford,Inc., and authorize staff to issue purchase orders to those vendors. OBJECTIVE: To facilitate continuous availability of County vehicles and equipment for public services during normal operations and during emergency conditions. CONSIDERATIONS: The Collier County Fleet Management Division maintains over 3,000 County vehicles and equipment items manufactured by over 75 different companies. Multiple vendors are necessary to meet the frequent need for parts, accessories and tools that can come only from regional. distributors, dealerships or providers of specialty items. The County requires both Original Equipment Manufacturer("OEM")and aftermarket parts. On May 2, 2019, the Procurement Services Division released Invitation to Bid No. 19-7584 to five thousand six hundred and sixty (5,660) vendors for the "OEM & Aftermarket Parts for Collier County Fleet Management" project. Interested vendors downloaded seventy-six (76) bid packages, and the County received eleven(11)bids by the May 24,2019 deadline. Staff determined six (6) bidders to be responsive and responsible, and two (2) other vendors, TP Investment Group, LLC d/b/a Kenworth of South Florida Inc. and Victory Layne Chevrolet, Inc. were found unresponsive due to submitting incomplete bid packages. Finally, three (3) vendors, Romaine Electric Corporation, Muncie Transit Supply Company and AutoZone, Inc., were deemed as submitting "no bids." Based on the bids received, staff recommends awarding to: Gillig, LLC, IEH Auto Parts LLC d/b/a Auto Plus Auto Parts, Sunbelt Automotive, Inc., TPH Holdings, LLC d/b/a The Parts House, and Tamiami Ford, Inc. The Section 1 category of the ITB will be awarded to primary, secondary and tertiary vendors based on the discount off the list price. The Sections 2-6 categories of the ITB are recommended for award based upon the total lowest cost bid of specific items. Section 7 will not be awarded due to no bids received. There were three(3) instances of a tie bid in Section 1 and Procurement utilized the Tiebreaker Procedure set forth in the Collier County Procurement Manual under the ITB section. See the attached "Bid Tabulation"for a breakdown of all specific items for each section as included in the ITB. Purchases from secondary vendors may be made when primary vendors cannot deliver the desired products within the time periods stipulated in the bid specifications. Purchases from tertiary vendors may be made when secondary vendors cannot meet time specifications. FISCAL IMPACT: Funds for maintenance and repair parts are budgeted in the Fleet Management Administration, Fund 521, operating budget. Historically, the County has spent $1.6 Million annually on the types of parts being awarded. GROWTH MANAGEMENT IMPACT: No growth management impact will result from this action. LEGAL CONSIDERATION: This item is approved as to fonn and legality, and requires majority vote for Board approval.-SRT RECOMMENDATION: To award Invitation to Bid No. 19-7584, OEM and Aftermarket Parts for Packet Pg. 1544 16.E.6 07/09/2019 Collier County Fleet Management, to the following vendors: Gillig, LLC, IEH Auto Parts LLC d/b/a Auto Plus Auto Parts, Sunbelt Automotive, Inc., TPH Holdings, LLC d/b/a The Parts House, and Tamiami Ford,Inc.,and authorize staff to issue purchase orders to those vendors. Prepared by: Daniel A. Croft,Director,Fleet Management Division ATTACHMENT(S) 1. 19-7584 Solicitation (DOCX) 2. 19-7584 Bid Tabulation(PDF) 3. 19-75 84 NORA_Executed (PDF) 4. 19-7584 IEH AutoPartsLLC-dba-AutoPlus AutoParts_Insurance_6-14-2019 (PDF) 5. 19-7584 Tamiami Ford_Insurance_06-11-19 (PDF) 6. 19-7584 TPH_CO1-6-21-19 (PDF) 7. 19-7584 TPH_Proposal (PDF) 8. 19-7584 Gillig_Proposal (PDF) 9. 19-7584 IEH_Proposal (PDF) 10. 19-7584 Sunbelt Proposal (PDF) 11. 19-7584 Sunbelt_Insurance_6-20-19 (PDF) 12. 19-7584 Gillig_Insurance 6-10-19 (PDF) 13. 19-7584 Tamiami Ford_Proposal (PDF) Packet Pg. 1545 16.E.6 07/09/2019 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.6 Doc ID: 9268 Item Summary: Recommendation to award Invitation to Bid No. 19-7584, OEM and Aftermarket Parts for Collier County Fleet Management, to the following vendors: Gillig, LLC, IEH Auto Parts LLC d/b/a Auto Plus Auto Parts, Sunbelt Automotive, Inc., TPH Holdings, LLC d/b/a The Parts House, and Tamiami Ford, Inc., and authorize staff to issue purchase orders to those vendors. Meeting Date: 07/09/2019 Prepared by: Title: Operations Analyst, Senior—Fleet Management Name: Mario Menendez 06/07/2019 9:24 AM Submitted by: Title: Division Director-Fleet Management—Fleet Management Name: Dan Croft 06/07/2019 9:24 AM Approved By: Review: Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 06/07/2019 2:24 PM Procurement Services Sandra Herrera Level 1 Purchasing Gatekeeper Completed 06/10/2019 9:41 AM Procurement Services Barbara Lance Additional Reviewer Completed 06/21/2019 2:04 PM Procurement Services Ted Coyman Additional Reviewer Completed 06/21/2019 3:17 PM Procurement Services Swainson Hall Additional Reviewer Completed 06/24/2019 3:09 PM Grants Erica Robinson Level 2 Grants Review Completed 06/24/2019 3:27 PM Grants Carrie Kurutz Additional Reviewer Completed 06/24/2019 5:20 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 06/26/2019 11:59 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 06/27/2019 12:16 PM County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 06/27/2019 2:18 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/27/2019 2:26 PM Office of Management and Budget Laura Wells Additional Reviewer Completed 06/27/2019 2:41 PM Grants Therese Stanley Additional Reviewer Completed 07/01/2019 10:48 AM County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 07/01/2019 11:54 AM Board of County Commissioners MaryJo Brock Meeting Pending 07/09/2019 9:00 AM Packet Pg. 15460 lovewaally'9 11113o P89L-64 811 pienne of uo!;epuewwo3a8 : 89Z6) uogeingel P!8 PSSL-66 :;uewg3e;}y cl w V' 9 a a, Y V u asg. 3 a. 1 o a t s g g s ooa `s g g gg g bggog g $ o g g`aoa g g$ g bg g `g` `g`gog o 00 :j ifill 1 , F. m C V u F ii g. b o 0 o g o g 3, - - o g s, b b -r L 0 m u f; coo �, a g < a a a s < < ; a a < < a < < •< g <a < < < g n Z Z X Z Z Z Z Z X Z Z Z A Z Z Z X Z Z X X A X Z Z Z X Z Z Z Z Z A Z.Z Z Z L Z L X A Z Z u Y V p� a a N e i r o $ 4 b o b S g b$ € 3 $ 44 $ 44444 4 4 $ 4 4 S 4 b 4 44 4 4& € 8 4 b o b 3 44 u r z O 5 =O4 O r - 4 7 E u x r e a$ U h OD V C O'i ;: o g E ? g o g °e o r o o ie .*e e o . 0 0'o o o g g e a E W z s m a o mains o w n o ::z>+x ins',10 x 1....w �io ins z m z_ zm�mzm zm nmz nm o zm zm zn.z tam Lg XJ L.O Z=112 X.g'L !g ZEL� C. 76 •LZ6 L V L V Z c � C C O O C O C O C O O p C C C�,O n C C O O C O O n C 0 C �us�u 1u Ruauu Qu e e� �u 5u �u .u-tu �v �m uF uF ,If... 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L tl L d ti $ v -r:: C C a CAO) a 16.E.6.c Coiner County Administrative Services Department Procurement Services Division Notice of Recommended Award Solicitation: 19-7584 Title: OEM&Aftermarket Parts for Collier County Fleet Management u� t: al o_ Due Date and Time: 5/24/2019;3:00 PM al al Respondents: Company Name City County State Bid Amount Responsive/Responsible 2Gillig LLC Hayward Alameda CA See Bid Tabulation Yes/Yes 'ti !EH Auto Parts LLC dba Naples Collier FL See Bid Tabulation Yes/Yes 2 Auto Plus Auto Parts w Sunbelt Automotive Inc. Naples Collier FL See Bid Tabulation Yes/Yes O co dba Napa Auto Parts Lo Tamlami Ford Inc. Naples Collier FL See Bid Tabulation Yes/Yes cn TPH Holdings dba The Naples Collier FL See Bld Tabulation Yes/Yes r' Parts House la) TP Investment Group, LLC Naples Collier FL See Bid Tabulation No/Yes '2 dba Kenworth of South `ts Florida Inc. as 0 Trekker Tractor LLC Hialeah Miami Dade. FL See Bid Tabulation Yes/Yes c Gardens a Victory Layne Chevrolet Fort Myers Lee FL See Bid Tabulation No/Yes res Romaine Electric No Bid c as Corporation E Muncie Transit Supply No Bid o AutoZone,Inc. No Bid aa)i W Utilized Local Vendor Preference: Yes No - co co cv rn Recommended Vendor(s)For Award: .a On May 2,2019,the Procurement Services Division released Invitation to Bid 19-7584 to Five Thousand Six 2 Hundred and Sixty(5,660)vendors for the"OEM&Aftermarket Parts for Collier County Fleet Management" w project. Seventy-six(76)bid packages were downloaded,and Eleven(11)Submittals were received by the May x 24,2019 deadline. Ql ee Six(6)bidders were found to be responsive/responsible and two(2)vendors,TP Investment Group,LLC dba Z Kenworth of South Florida Inc.and Victory Layne Chevrolet,Inc.were deemed unresponsive due to incomplete coN bid packages. Three(3)vendors, Romaine Electric Corporation, Muncie Transit supply and AutoZone,Inc., n t`„ were a"No Bid". o, Based on the bids received,staff recommends,to award this ITB to: Gillig, Inc., IEH Auto Parts LLC dba Auto a) Plus Auto Parts,Sunbelt Automotive, Inc.dba Napa Auto Parts,TPH Holding dba The Parts House,and Tamiaml E Ford,Inc. Section 1 will be awarded Primary,Secondary and Tertiary vendors. Sections 2-6 will be awarded u by total lowest cost. Section 7 will not be awarded due to no bids received Q See"Bid Tabulation"for a breakdown of all sections included In this bid. Packet Pg. 1561 Co$bier County Administrative Services Department Procurement Services Dvis:on COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS INVITATION TO BID (ITB) FOR OEM AND AFTERMARKET PARTS FOR COLLIER COUNTY FLEET MANAGEMENT SOLICITATION NO.: 19-7584 BARBARA LANCE, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8998 Barbara.Lance@colliercountyfl.gov (Email) This solicitation document is prepared in a Microsoft Word format. Any alterations to this document made by the Consultant may be grounds for rejection of proposal,cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. C40) SOLICITATION PUBLIC NOTICE INVITATION TO BID(ITB)NUMBER: 19-7584 PROJECT TITLE: OEM&Aftermarket Parts for Collier County Fleet Management LOCATION: PROCUREMENT SERVICES DIVISION, CONFERENCE ROOM A, 3295 TAMIAMI TRAIL EAST,BLDG C-2,NAPLES,FLORIDA 34112 DUE DATE: June 5,2019(a,3:00 pm PLACE OF BID OPENING: PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST,BLDG C-2 NAPLES,FL 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: https://www.bidsync.com/bidsyn c-c as/ INTRODUCTION As requested by the Fleet Management Division (hereinafter, the "Division"), the Collier County Board of County Commissioners Procurement Services Division(hereinafter,"County")has issued this Invitation to Bid(hereinafter,"ITB")with the intent of obtaining bid submittals from interested and qualified vendors in accordance with the terms,conditions and specifications stated or attached. The vendor,at a minimum,must achieve the requirements of the Specifications or Scope of Work stated. The results of this solicitation may be used by other County departments once awarded according to the Board of County Commissioners Procurement Ordinance. Historically,County departments have spent approximately$1.6 million annually on parts;however,this may not be indicative of future buying patterns. BACKGROUND Collier County is seeking responses from qualified vendor(s) to provide Original Equipment Manufacturer (OEM) and Aftermarket parts for Collier County Fleet Management and who will provide prompt and efficient service to the County. Parts are needed to maintain equipment inventory. TERM OF CONTRACT The contract term,if an award(s)is/are made is intended to be for three(3)years with two(2)one(1)year renewal options. Surcharges will not be accepted in conjunction with this contract,and such charges should be incorporated into the pricing structure. The County Manager,or designee,may,at his discretion,extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty(180)days. The County Manager,or designee,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. 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 delivery.Risk of loss prior to actual receipt of the goods by the COUNTY shall remain with VENDOR. AWARD CRITERIA ITB award criteria are as follows: ➢ The County's Procurement Services Division reserves the right to clarify a vendor's submittal prior to the award of the solicitation. ➢ It is the intent of Collier County to award to the lowest,responsive and responsible vendor(s)that represents the best value to the County. ➢ For the purposes of determining the winning bidder,the County will select the vendor with the lowest price,highest discount, or criteria established in the solicitation as outlined below and on the 19-7584 Bid Schedule: Section 1 &7: Highest Discount per Line Item Section 2-6:Lowest Total Bid per Section"Must respond to all lines to be responsive" CqO ➢ The contract will be in the form of a standard County Purchase Order. Collier County reserves the right to select one,or more than one supplier's,award on a line item basis, establish a pool for quoting,or other options that represents the best value to the County;however,it is the intent to: • Award multiple Awardees(Primary,Secondary,Tertiary) Purchases from secondary/tertiary vendors may be made when the primary vendor does not have the desired part in stock,when the primary vendor cannot meet the required delivery time or if quality and warranty exceeds the need for lowest cost. DETAILED SCOPE OF WORK The solicitation will be divided into seven(7)Sections: Section 1:Aftermarket Parts-Includes a total of 148 products lines that County has purchased in the past. The bidder is to provide the discount off the list price on the product lines that can be supplied by the bidder.The bidder shall supply a discount on line 149 for all other manufacturers not listed in Sections 1 &5. Section 2:Heavy Trucks,Heavy Equipment,and Bus Parts—Bidder is to provide list price and discount.Please note,if the brand name is different from the list items.All brands must meet or exceeds manufacturer's specification.The County will be purchasing parts such as,but not limited to;electrical,engine,transmission,air supply,air conditioning,body,brake,hydraulic,suspension,axle, rear end,lighting,fuel,emission,steering. Please include the Brand Name and Part Number where applicable. Section 3: Automobile and Small Truck Parts-Bidder is to provide list price and discount.All brands must meet or exceed manufacturer's specification.The County will be purchasing parts such as,but not limited to;electrical,engine,transmission,air conditioning,body,brake,suspension,axle,rear end,lighting,fuel,emission,steering. If bidding on this section,bidder must provide pricing on all items listed in this section.Please include the Brand Name and Part Number. Section 4: Supplies-Bidder is to provide brand name,part number,list price and discount. Items needed for successful repair shop operations not including parts or accessories such as fluids, lubricants,paints,coatings,cleaning materials,adhesives,binding materials,tethering materials,absorbent materials,decals,reflective materials,disinfectants and deodorizers. The examples are not all inclusive of what could be considered supplies. Please include the Brand Name and Part Number. Section 5:Tools-Bidder is to provide brand name,part number,list price and discount.Tools such as,but not limited to;dialogistic and specialty tools to perform specific repair per manufacturer's guidelines. Please include the Brand Name and Part Number. Section 6: Accessories-Bidder is to provide brand name,part number,list price and discount. Items that attach to or supplement a vehicle or equipment item that were not provided by the Original Equipment Manufacturers such as light bars, light sets, horns, mirrors, trailer hitches, tie downs, document holders, ladder racks, cabinets auxiliary fuel or water tanks, seat covers, computer or communications stands, tool boxes and storage containers. The examples are not inclusive of what could be considered accessories. Please include the Brand Name and Part Number. Section 7: Sublet Repair Parts-Parts,assemblies or hardware installed by the original equipment manufacturers or repair facility in a completed vehicle or equipment.All brands must meet or exceeds manufacturer's specification.The bidder must identify discount and the Source of List Pricing.The bidder shall supply a discount on line 231 for all other manufacturers not listed in Sections 2-6. Bid Schedule Requirements: • Makes and brands commonly used by Collier County are listed on the Bid Schedule but are not all inclusive. Vendor shall indicate the discount for each make/brand they carry along with the price list reference source. • Vendors may bid on any of the sections 1-7. • For those makes/brands not carried by vendor,enter N/A under the price list source column. • Vendors must complete all line items in each section to be considered responsive,this applies to section 2-6 only;Does not apply to those sections awarded by line item(sections 1&7). • Price quotes shall reflect the net delivered prices based on the current published price lists, less a firm fixed discount percentage. The resulting cost per item must include shipping and handling charges with the exception of special order or next day air purchases.Trade-in discounts will be determined at the time of sale. • The vendor shall be required to furnish descriptive literature,technical data and service information for the items offered at the request of the County. • Vendor shall maintain,and keep current,price lists used for this solicitation. All price lists shall be provided at no cost to the County. S • Discounts shall remain firm for the term of this contract. • Revised Price Lists will be accepted at least seven(7)days prior to the effective date of the changes.Revised prices will not become effective until revised list(s)are submitted to the County Procurement Services under vendor cover letter identifying the applicable contract agreement number and approved by both the Fleet Management Division and Procurement Services Division. • Surcharges will not be accepted in conjunction with this contract,and such charges should be incorporated into the pricing structure. • The County shall be charged according to the bid price lists provided by the vendor, less any offered discounts. General Requirements: • All parts must meet or exceed all OEM specifications and requirements. • All non-power hand tools provided under this contract shall carry a life-time 100%replacement warranty for breakage. • All other power and non-power tools shall have a minimum ninety(90)day full warranty. • The specific items listed on the Bid Schedules are representative of common items needed by the County but is not inclusive of all purchase item requirements under this bid. • Actual purchase items will include all maintenance/repair parts, power & hand tools, supplies and accessories needed for automotive/equipment maintenance and repair by the Makes/Brands submitted by the vendor. • A qualified bidder must carry sufficient inventory to immediately resupply parts and supplies normally carried in stock by the County and be able to consistently meet the required delivery times as stated in the Delivery section. Business Hours The Fleet Management Division's normal hours of operation are 6:30AM to 5:00 PM, Monday — Friday excluding County Holidays. Delivery • County stock orders shall be delivered by the vendor within twenty-four(24) hours after being ordered by the County. • Non-stock orders shall be delivered within twenty-four(24)hours of order. • Emergency parts orders shall be delivered within three (3) hours of order. The County shall determine when an emergency condition exists and shall notify the vendor or such. • Special order parts shall be delivered within forty-eight(48)hours of order time. Vendor may charge the County additional freight charges for overnight delivery requirements. No freight charges shall be more than that billed to the vendor. Vendor shall not establish minimum order criteria as a delivery condition. When stated delivery times cannot be met,the vendor shall notify the Fleet Management Division immediately. Delivery Location Delivery locations will be: Collier County Fleet Management Division 2901 County Bard Road Naples FL 34112 4800 Davis Blvd Naples FL 34104 8300 Radio Road Naples FL 34104 Cqa 402 Sergeant Joe Jones Rd. Immokalee FL. 34142 Additional delivery times and locations will be identified by other governmental entities if they purchase from this contract. Packing Slip and/or Delivery Ticket The vendor shall enclose a complete packing slip or delivery ticket with any items to be delivered with this solicitation. The packing slip shall be attached to the shipping carton(s) that contain the items and shall be made available to the County's authorized representative during delivery. The packing slip or delivery ticket shall include,at a minimum the following information: • Purchase Order Number • Date of Order • Complete listing of items being delivered • Back-order quantities and estimated delivery date of back-orders if applicable and allowable The County's receiving representative has the authority to reject shipments that do not conform to this requirement. Back Orders Back orders must be filled within five (5) business days. If a vendor experiences a back order of items from its manufacturer or distributor,the vendor shall ensure that such back orders are filled within five(5)business days after the required delivery date. In these cases,the vendor must notify the County of these back orders in advance of the delivery date so appropriate steps can be taken by the County to prevent inadequate stock levels or stock-outs. It is understood and agreed,the vendor shall not invoice the County for back ordered items until such back orders are delivered and accepted by the County's authorized representative. It is understood and agreed that the County may, at its discretion, verbally cancel back orders after the grace period identified in this paragraph has lapsed and seek the items from another vendor. Product Recall Vendor(s)awarded contract(s)under this solicitation shall be required to notify the Collier County Fleet Management Division of any manufacturer's recalls regarding items ordered under said contracts. The vendor shall contact the Fleet Management Division by phone within two(2)hours of notification by the manufacturer and shall follow-up in writing within twenty-four(24)hours. Returns Parts, tools, supplies, or accessories found to be of inferior quality, defective or damaged in transit shall be replaced at the expense of the vendor. Parts,tools,supplies or accessories ordered in error and unused by the County shall be returned to the vendor and the vendor shall refund/credit the original price to the County. No restocking fees or surcharges shall be charged to the County,including obsolete and overstock parts. Invoicing Vendor invoices and credit vouchers must reference: • Purchase Order Number • Part number • Quantity • List Price from price list referenced in this bid • Discounted or marked-up price for each part and supply item CAO Each invoice and credit voucher must bear a unique invoice number. Core Charges When applicable separate core charges are permissible,they shall be separate line items on the invoice. When a core is provided to the vendor by the County, a separate credit voucher will be issued by the vendor. VENDOR CHECKLIST ***Vendor should check off each of the following items as the necessary action is completed(please see,Form 2:Vendor Check List): The Solicitation Submittal has been signed. The Solicitation Pricing Document(Bid Schedule/Quote Schedule/Proposal Pricing/etc.)has been completed and attached. All applicable forms have been signed and included,along with licenses to complete the requirements of the project. Any addenda have been signed and included. Affidavit for Claiming Status as a Local Business,if applicable. Division of Corporations-Florida Department of State—http://dos.myflorida.com/sunbiz/(If work performed in the State). E-Verify/Immigration Affidavit(Memorandum of Understanding). CAO Collier County Solicitation 19-7584 19-7584 Bid Schedule / OEM & Aftermarket Parts for Fleet Section 1: Aftermarket parts-Provide discounts off the retail price of equipment from the following 148 manufacturers. LINE# MAKE/BRAND DISCOUNT OFFPRICE LIST SOURCE LIST PRICE 1 A-I Cardone(AAI) -50% 0% napaprolink.com- 2 AC Delco -44% 0% 3 Accuride -50% 0% 4 Air Select(FTC) 0% 5 Alcoa 0% 6 Ammco(AMM) -45% 0% 7 Anco(ANC) 0% 8 Armorall (ARM) 0% 9 ASC Industries(ASC) 0% 10 Autolite(AUP) -48% 0% 1.1 Baldwin -60% 0% 12 Bendix -46% 0% 13 BCA(BCA) -47% 0% 14 Bar's Leak(BL) -20% 0% 15 Bayco(BAY) 0% 16 Buyers 0% 17 Blaster(BLS) 0% 18 Cardone Select(CDS) 0% 19 Carter(CTR) 0% 20 CE Niehoff 0% 21 Century(CEN) 0% 22 Chicago/Rawhide Cole -47% 0% 23 Champ Items(CI) 0% 24 Champion(CSS) -47% 0% 25 Chelsea PTO 0% 26 CIPA Mirrors(CIP) 0% 27 CRC/Siloo(CRC) -44% 0% 28 Crewson Brunner 0% 29 Curt Mfg(CUR) 0% 30 Dana 0% 31 Cayco 0% 32 Dayton 0% 33 Delco Remy//Wilson -50% 0% 34 Delphi(DLF) -50% 0% 35 Denso(DNC) -47% 0% 36 Dexter Axles 0% 37 Donaldson -48% 0% 38 Donavan Ent 0% 39 Dorman(DOR) -47% 0% 40 Dual Dyanmics 0% 41 Dupont(DPC) 0% 42 Eaton 0% 43 ECCO 0% 44 FABCO 0% 45 Federal Mogul 0% 46 FJC Inc(FJI) 0% Page 1 5/7/2019 11:45 AM P.9 • Collier County Solicitation 19-7584 LINE# MAKE/BRAND DISCOUNT OFF PRICE LIST SOURCE LIST PRICE 47 Fel-Pro(FEL) -48% 0% 48 Felsted 0% 49 FEMCO 0% 50 Firestone Air -50% 0% 51 Fleet Engineer 0% 52 Fontaine 0% 53 FRAM 0% 54 Freon(FRN) -50% 0% 55 Fuller 0% 56 Gabriel 0% 57 Gates(GAT) -49% 0% 58 Golbal(TAS) 0% 59 Go-Jo(GOJ) -42% 0% 60 Goodyear 0% 61 Grover 0% 62 Grote -44% 0% 63 Gumout(GUM) -43% 0% 64 Gunite -49% 0% 65 Haldex -50% 0% 66 Heli-Coil(HC) -45% 0% 67 Hendrickson 0% 68 Hoppy/Tap(HOP) 0% 69 Horton 0% 70 Hersee -49% 0% 71 Ideal (IDL) 0% 72 JB Weld(JBW) -44% 0% 73 Ken Tool(KDT) 0% 74 Keeper(KEE) 0% 75 K&W Chemical(KW) -50% 0% 76 Kidde(KID) 0% 77 Lisle(LIS) 0% 78 3M(MMM) -50% 0% 79 Marmon-Herr 0% 80 Marvel Mystery Oil(MRV) -48% 0% 81 Meritor -49% 0% 82 MGM Brake 0% 83 Meguiar's Was(MEG) 0% 84 Midland -46% 0% 85 Milton(MIL) 0% 86 Mobile 1 (MOB) -44% 0% 87 Monroe(MON) -49% 0% 88 MOOG (MOG) 0% 89 Motorcraft(MCB) 0% 90 Motormite(MTM) 0% 91 Muncie PTO 0% 92 NAPA Brand -40% 0% 93 Nelson 0% 94 NGK(NGK) -50% 0% 95 National(NAT) -47% 0% Page 2 5/7/2019 11:45 AM 6-9; Collier County Solicitation 19-7584 LINE# `MAKE/BRAND DISCOUNT OFF LIST PRICE PRICE LIST SOURCE 96 Optronics Light 0% 97 OX Bodies 0% 98 PAI Industries 0% 99 Parker 0% 100 Parts Depot Preferred 0% 101 Partsmaster 0% 102 Permco 0% 103 Peak(ANT) -48% 0% 104 Permatex(PER) -45% 0% 105 Performance Friction(PER) 0% 106 Peterson Lighting(PSN) 0% 107 Phoenix USA Chrome 0% 108 Plastikote(PLA) 0% 109 Plews(PLE) 0% 110 Precision(PJT) -47% 0% 111 Prestone(PRS) -43% 0% 112 Proliance(GOM) 0% 113 Quest EF Products(QST) 0% 114 Racor 0% 115 Radiator Speciality(RSC) 0% 116 Rain-X(RX) -17% 0% 117 R&S Body 0% 118 Ramco 0% 119 Roll-Rite 0% 120 Safety Seal(STS) 0% 121 Shell/Rotella(ROT) -50% 0% 122 Simple Green(SMP) -44% 0% 123 Solar(SOL) 0% 124 Spicer -49% 0% 125 Standard Motor(STD) 0% 126 Stant(STA) 0% 127 Stemco -49% 0% 128 Tech Chemical(TCC) 0% 129 Timkin 0% 130 Tridon Flahsers(TRD) 0% 131 Truck-Lite -40% 0% 132 Tru-Pilot -49% 0% 133 Tru-Tech(TT) 0% 134 TSI Supercool(FTC) 0% 135 Turtle Was(TUR) -47% 0% 136 USA Industries(USA) 0% 137 Valvoline(VLV) -40% 0% 138 Velvac 0% 139 Vehicle Safety Mfg 0% 140 Viseon(VST) 0% 141 WD-40(WD) -46% 0% 142 WABCO 0% 143 Wagner Brake(WAG) 0% 144 Wagner Lighting(WAE 0% Page 3 5/7/2019 11:45 AM P. 6110 Collier County Solicitation 19-7584 DISCOUNT OFF LINE# MAKE/BRAND PRICE LIST SOURCE LIST PRICE 145 Walker Manufacturing(WAL) -50% 0%_ 146 Webb -49% 0% 147 Wilmar Tools(WIL) 0°Ao 148 Williams Controls 0% Discount off all other manufacturers not 149 listed above and in Section 5. -30% 0% Page 4 5/7/2019 11:45 AMEl; Collier County Solicitation 19-7584 19-7584 Bid Schedule/Heavy Trucks,Heavy Equipment,Buses Section 2: OEM Parts-Apply the discounts provided in section 1,to the products listed below. Please include missing Brand Name and Part Number where applicable. All line items must be completed to be considered for this Solicitation. HEAVY TRUCKS,HEAVY EQUIPMENT,BUSES Item# Part Description Brand Name Part# List Price Discount`/u County Price 150 Air Brake Chamber(New) NAPA 30/30//NAPA#HD3030 $ $102.92 - -49% 0% $ $52.71 - 151 Brake Pads(Set) Performance Friction 1844//NAPA#SD184 $ $126.30 - -49% 0% $ $64.69 - 152 Front Brake Shoes(per wheel) Mentor KSR2014703QP $ N/A - 0% $ - 153 Rear Brake Shoes(per wheel) Meritor KSMA2124710QP $ N/A - 0% $ - 154 Front Brake Drum(Each) Webb 61958B //Napa#3753X $ $739.70 - -49% 0% $ $378.76 - 155 Rear Brake Drum(Each) Webb 61989F n NAPA#3750AX $ $792.78 -49% 0% $ $405.97 156 Rear Brake Drum(Each) Gunite 3744//NAPA#3744X $ $975.54 - -49% 0% $ $499.56 - 157 Air Brake Chamber(New) 20/24 //NAPA#GC2024 $ $206.36 - -46% 0% $ $111.43 - 158 D2 Air Brake Govemor(New) MIDLAND NAPA#KN18530 $ $37.66 - -46% 0% $ $20.34 - 159 Automatic Moisture Ejector Stemco 900-1062 $ $462.46 - -49% 0% $ $236.83 - 160 28mt Delco Starter(reman.) Delco Remy//Wilson 1 0465 1 5 1//#91-01-4356 $ $321.14 - -50% 0% $ $160.57 - 161 28mt Delco Starter(reman.) Delco Remy//Wilson 10455043//#91-01-4313 $ $250.36 - -50% 0% $ $125.18 - 162 Air Spring Hendrickson 564 1 7-002//w013589335 $ $496.52 - -49% 0% $ $254.24 - 163 PP1 Valve Air Brake Bendix //Midland 276567//KN20021 $ $59.72 - -46% 0% $ $32.25 - 164 Yellow Parking Brake Knob Bendix//Midland 248433//KN20901 $ $18.14 - -46% 0% $ $9.80 - 165 Brake Rotor Gunite D6176 //NAPA#86837CR $ $223.34 - -47% 0% $ $117.25 166 Front Brake Shoes(per wheel) Mentor KSR2014704QP $ N/A - 0% $ - 167 Front Brake Drum(each) Tru-Pilot 3754//NAPA#3754X $ $883.56 - -49% 0% $ $452.45 - 168 Front Brake Drum(each) Gunite 3753//NAPA#3753X $ $739.70 - -49% 0% $ $378.76 - 169 Heavy-Duty Truck Shock(each) Gabriel/Monroe 85043//#66613 $ $111.50 - -49% 0% $ $57.28 - 170 Heavy-Duty Truck Shock(each) Hendrickson//Monroe 60670-010//#65412 $ $168.64 - -46% 0% $ $91.49 171 5.9L Cummins Water Pump(new) 3802970 //NAPA#41181 $ $86.30 37% 0% $ $53.99 172 24 X 36 Splash Guard(each) (No Logo) NAPA#823-1282 $ $24.80 - -46% 0% $ $13.50 - 173 Drive Shaft Support Bearing Meritor //HD2100842X GCB21084-2X $ $49.20 - -49% 0% $ $25.20 - 174 Axle Flange Gasket(each) Fel Pro 12645 $ $2.74 - -48% 0% $ $1.42 - 175 TOTAL PRICE FOR HEAVY TRUCKS,HEAVY EQUIPMENT,BUSES $ $3,543.67 - 5/7/2019 11:45 AM t MA0 Collier County Solicitation 19-7584 19-7584 Bid Schedule/Automobiles and Small Trucks Section 3: OEM Parts-Apply the discounts provided in section 1,to the products listed below. Please include missing Brand Name and Part Number. All line items must be completed to be considered for this Solicitation. AUTOMOBILES AND SMALL TRUCKS Item# Part Description Brand Name Part# List Price Discount% County Price 2017 FORD F150,3.5L V6 176 Starter(Premium New) TBA TBA $ - 0% $ - 177 Water Pump(New) NAPA TFW 43017 $ $180.66- -47% 0% $ $96.29 - 178 Front Brake Pads(Premium) NAPA SS PREMIUM SS-8528-X $ $79.54 - -59% 0% $ $32.99 179 Front Brake Rotor(Premium) NAPA ROTOR 48880508 $ $140.76- 50% 0% $ $70.38 180 Upper Radiator Hose(Premium) NAPA HOSES 17275 $ $39.54_ _39% 0% $ $23.99 - 2017 FORD ESCAPE,1.5 14,AUTOMATIC 181 Starter(Premium New) NAPA STARTER 244-6215 $ $190.80- -47% 0% $ $100.17- 182 Water Pump(New) NAPA TFW 41120 $ $62.02 - -42% 0% $ $35.99 - 183 Front Brake Pads(Premium) NAPA SS PREMIUM SS-7947-X $ $73.10 - -55% 0% $ $32.99 - 184 Front Brake Rotor(Premium) NAPA ROTOR 48880601 $ $93.68 - -50% 0% $ $46.84 - 185 Upper Radiator Hose(Premium) NAPA HOSES 17134 $ $67.20 - -45% 0% $ $37.19 - 2017 FORD TRANSIT 150 MR,3.7 V6,AUTOMATIC 186 Starter(Premium New) TBA TBA $ - 0% $ - 187 Water Pump(New) NAPA TFW 43017 $ $180.66- -47% 0% $ $96.29 - 188 Front Brake Pads(Premium) NAPA SS PREMIUM SS-9004-M $ $79.54 - -59% 0% $ $32.99 - 189 Front Brake Rotor(Premium) NAPA ROTOR 48881781 $ $115.26 - -50% 0% $ $57.63 - 190 Upper Radiator Hose(Premium) NAPA HOSES 17277 $ $23.40 - 39% 0% $ $14.39 - 2016 FORD F-450 CREW CAB CHASSIS 4x2,6.7L DIESEL,AUTOMATIC 191 Starter(Premium New) NAPA STARTER 244-4899 $$253.30 - -48% 0% $ $132.98- 192 Water Pump(New) NAPA TFW 45012 $$221.64 - -47% 0% $ $117.47- 193 Front Brake Pads(Premium) NAPA SS PREMIUM SS-8909M $$79.54 - -59% 0% $ $32.99 - 194 Rear Brake Pads(Premium) NAPA SS PREMIUM SS-7972-M $$101.80 - -50% 0% $ $50.90 - 195 Upper Radiator Hose(Premium) NAPA HOSES 16640 $ $155.44 - -48% 0% $ $96.79 - 196 TOTAL PRICE FOR AUTOMOBILES AND SMALL TRUCKS $ $1,109.29 5/7/2019 11:45 AM e:Ab Collier County Solicitation 19-7584 19-7584 Bid Schedule/Supplies Section 4: OEM Parts-Apply the discounts provided in section 1,to the products listed below. Please include missing Brand Name and Part Number. All line items must be completed to be considered for this Solicitation. SUPPLIES County ITEM# Part Description Brand Name Part# List Price Discount% Price 197 1157 Miniature Lamps(Each) NAPA AVB 1157 $ $0.65- -58% 0% $ $0.27 - 198 DOT 3 Brake Fluid 12oz(Each) NAPA BRAKE FLUID 35012 $ $6.10- -35% 0% $ $3.99 - 199 Valvoline Syn.Grease(Ea.) VALVOLINE 985 $ $13.42- -29% 0% $ $9.49 - 200 Premium Antifreeze(Gal.) PEAK 00407 $ $31.46- -38% 0% $ $19.49- 20l 1135 GOJO Hand Cleaner(Each) GOJO 1135 $ $31.38- -46% 0% $ $16.99- 202 CRC Fuel Therapy 30 oz CRC 05232 $ $19.62- -48% 0% $ $10.30- 203 TOTAL PRICE FOR SUPPLIES $$60.53 5/7/2019 11:45 AM P. GAD Collier County Solicitation 19-7584 19-7584 Bid Schedule/Tools Section 5: OEM Parts-Apply the discounts provided in section 1,to the products listed below. Please include missing Brand Name and Part Number. All line items must be completed to be considered for this Solicitation. TOOLS County ITEM#Part Description Brand Name Part# List Price Discount% Price 204 Starter Tire Plug Kit-HD NAPA 710-1646 $$94.16- 0% $$48.49- 205 3/8 OD 50'Air Hose NAPA 7151516 $$59.58- 0% $$26.81- 206 Pistol Grip Grease Gun NAPA 7151232 $$59.32- 0% $$29.66- 207 Lever Action Grease Gun NAPA 7151237 $83.28- 0% $$31.64- 208 18"Whip Hose NAPA 7151229 $$15.82- 0% $ $7.81 - HD Dual Foot Straight Flat Angle Tire $ - 0% $ - 209 Pressure 10/150 psi NAPA 90383 $49.78 $22.40 210 TOTAL PRICE FOR TOOLS $$166.81 5/7/2019 11:45 AM P.1 ALA--; Collier County Solicitation 19-7584 19-7584 Bid Schedule/Accessories Section 6: OEM Parts-Apply the discounts provided in section 1,to the products listed below. Please include missing Brand Name and Part Number. All line items must be completed to be considered for this Solicitation. ACCESSORIES' o County ITEM# Part Description Brand Name Part# List Price Discount /o Price 211 Fire Extinguisher/5#Class ABC NAPA 819-1005 $$123.90- -50%0% $61.95 - 212 Certificate Holder-Clip-On NAPA 730-3672 S $4.36- -56%0% $ $1.94- 213 3"Round Spot Minor NAPA 730-3767 S $5.70- -50%0% s$2.85- 214 TOTAL PRICE FOR ACCESSORIES $$66.74 5/7/2019 11:45 AM p. 17 Collier County Solicitation 19-7584 19-7584 Bid Schedule / Sublet Repair Parts Section 7: OEM Parts-Apply the discount for the Manufacturers listed below. Please include Discount % and Source of List Pricing. SUBLET REPAIR,PARTS Manufacturer(FORD-GM-International- DISCOUNT % SOURCE OF LIST PRICING Toro-etc.) Ford 0% Dodge 0% Chevrolet 0% Caterpillar 0% GMC 0% Freightliner 0% Mack 0% Perkins 0% Peterbilt 0% Sterling 0% Cummins 0% Allison 0% Fuller 0% Mercedes 0% Detroit 0% Volkswagon 0% Discount for any Manufacturer not listed in 0% Sections 2-6. Please complete and include all applicable documents listed below. Description YES/NO Form 2: Vendor Check List YES Form 3: Conflict of Interest Affidavit YES Form 4: Vendor Declaration Statement YES Form 5: Immigration Affidavit Certification YES Form 6: Vendor Substitute W — 9 YES Form 7: Vendor Submittal — Local Vendor Preference Affidavit YES Insurance Requirements YES E-Verify Grant Forms YES References Addenda YES 5/7/2019 11:45 AM €10. Collier County Solicitation 19-7584 INSURANCE AND BONDING REQUIREMENTS Insurance/Bond Type Required Limits 1. ®Worker's Compensation Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Statutory Limits and Requirements Evidence of Workers' Compensation coverage or a Certificate of Exemption issued by the State of Florida is required. Entities that are formed as Sole Proprietorships shall not be required to provide a proof of exemption. An application for exemption can be obtained online at https://apps.fldfs.com/bocexeinpt/ 2. ®Employer's Liability $$500,000.0cingle limit per occurrence 3. ®Commercial General Bodily Injury and Property Damage Liability(Occurrence Form) patterned after the current $1,000,000.00 single limit per occurrence,$2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 4. ® Indemnification To the maximum extent permitted by Florida law,the ContractorNendor 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,to the extent caused by the negligence,recklessness, or intentionally wrongful conduct of the Contractor/Vendor or anyone employed or utilized by the ContractorNendor in the performance of this Agreement. 5. ®Automobile Liability $1.000.0O0.tX ch Occurrence; Bodily Injury & Property Damage. Owned/Non-owned/Hired;Automobile Included 6. ❑Other insurance as noted: ❑Watercraft $ Per Occurrence 0 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 claim&in the aggregate ❑Project Professional Liability $ Per Occurrence ❑Valuable Papers Insurance $ Per Occurrence ❑Cyber Liability $ Per Occurrence ❑Technology Errors&Omissions $ Per Occurrence 7. ❑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 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. 5/7/2019 11:45 AM p.2. CAO Collier County Solicitation 19-7584 8. ❑Performance and Payment For projects in excess of$200,000,bonds shall be submitted with the executed contract Bonds 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. 9. ® 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. 10. ® Collier County must be named as "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 Vendor's policy shall be endorsed accordingly. 11. ® 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. The Certificates of Insurance must state the Contract Number,or Project Number,or specific Project description,or must read: For any and all work performed on behalf of Collier County. 12. ® On all certificates,the Certificate Holder must read: Collier County Board of Commissioners,3295 Tamiami Trail East, Naples,FL 34112 13. ® Thirty(30)Days Cancellation Notice required. 14. Collier County shall procure and maintain Builders Risk Insurance on all construction projects where it is deemed necessary. Such coverage shall be endorsed to cover the interests of Collier County as well as the Contractor. Premiums shall be billed to the project and the Contractor shall not include Builders Risk premiums in its project proposal or project billings. All questions regarding Builder's Risk Insurance will be addressed by the Collier County Risk Management Division. 4/2/19-CC 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. The insurance submitted must provide coverage for a minimum of six(6)months from the date of award. Name of Firm Sunbelt Automotive/Napa Date 05/14/2019 Vendor Signature 4T20,L D 94q Print Name Adolfo Baez Insurance Agency Old Dominion Insurance Company Agent Name Kevin Kertone Telephone Number 239-470-1885 5/7/2019 11:45 AM p.21 CA0 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) FEDERAL TRANSIT ADMINISTRATION CONTRACTOR COMPLIANCE OVERVIEW AND REQUIREMENTS The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. Per uniform requirements of federal awards(2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract. The services performed under 49 U.S.C. 5307 by the awarded Contractor shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts (e.g. subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. STATUTORY AUTHORITY Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 PROGRAM OVERVIEW The Urbanized Area Formula Program, codified at 49 U.S.C. 5307 ("Section 5307"), is authorized under the provisions set forth in the Moving Ahead for Progress in the 21st Century Act (MAP-21), Public Law 112-141. FTA OVERSIGHT The COUNTY may be subject to a triennial, state management or other regularly scheduled comprehensive review to evaluate performance to determine recipient program and certification compliance. CFDA 20.507 (Urbanized Area Formula Program) Sources ref:PTA FY1 8 Comp.Review Guide Or Procurement:DOT PTA FY18 Master Agreement Generally Applicable Provisions;FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-1 5/7/2019 11:45 AM Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) APPLICABLE FTA PROVISIONS APPLICABLE CONTRACT CLAUSE ASSURANCE ® 1. Access to Records and Reports ❑ 2. Accessibility(Americans with Disabilities Act) ❑ 3. Bonding (Construction Exceeding $250,000) ❑ 4. Bus Testing Certification and Report CI 5. Buy America Certifications>$150K/Small Purchase Waiver ® 6. Cargo Preference ❑ 7. Charter Service Operations ® 8. Civil Rights Laws and Regulations (EEO, Title VI, &ADA) ® 9. Clean Air Act and Federal Water Pollution Control Act(>$150K) ❑ 10. Contract Work Hours and Safety Standards Act(>$100,000) ❑ 11. Copeland Anti-Kickback Act Section 1 and 2 (>$2,000) ❑ 12. Davis Bacon Act(Applies to Construction >$2,000 ® 13. Debarment and Suspension >$25,000 ❑ 14. Department of Labor EEO Conditions ® 15. Disadvanta ed Business DBEs Complete(2)Forms(Anticipated Enter rises g p ( ) DBE Form,Bidders List) ❑ 16. Drug and Alcohol Testing ❑ 17. Employee Protections (Awards Involving Construction) ® 18. Energy Conservation ® 19. Federal Changes ® 20. Fly America ® 21. Incorporation of Federal Transit Administration (FTA)Terms ❑ 22. ITS Standards (Intelligent Transportation Systems) ® 23. Lobbying (>$100,000) Certification • 24. No Federal Government Obligation to Third Parties by Use of a Disclaimer ❑ 25. Pre-Award and Post Delivery Audits of Rolling Stock Purchases Certifications ❑ 26. Patent Rights, Rights in Data and Copyrights • 27. Program Fraud and False or Fraudulent Statements and Related Acts • 28. Provisions for Resolution of Disputes, Breaches, or Other Litigation ® 29. Prompt Payment and Return of Retainage (49 C.F.R. part 26 § 12. ® 30. Recycled Products (>$10K per Year) _ ® 31. Safe Operation of Motor Vehicles ❑ 32. School Bus Operations ❑ 33. Seismic Safety ❑ 34. Special DOL EEO Clause for Construction Contracts>$10,000 35. Special Notification Requirements for States (State Grant Provisions) ® 36. Termination Provisions >$10,000 ❑ 37. Transit Employee Protective Arrangements Z 38. Federal Privacy Act>$10,000 (and Construction >$2,000 CFDA 20.507 (Urbanized Area Formula Program) Sources ref.PTA FY18 Cony,.Review Guide for Procurement;DOT FTA FY18 Muster Agreement Generally Applicable Provisions;ETA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-2 5/7/2019 11:45 AM P 224(-1 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) APPLICABLE CONTRACT PROVISIONS (1-38) 1. 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. 2. ACCESSIBILITY(ADA) Facilities to be used in public transportation service must comply with the American with Disabilities Act,42 U.S.C. § 12101 et seq.; DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37; and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R. part 37 the Access Board's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49 C.F.R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the ADAAG and the DOT amendments. 3. BONDING REQUIREMENTS (Applies to Subcontracts at Every Tier) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [one hundred twenty (120)] days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [one hundred twenty (120)] days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of 'COUNTY's damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check,Treasurer's Check, and/or Official Bank Check(excluding any income generated thereby CFDA 20.507 (Urbanized Area Formula Program) Sources ref.FTA FY1 R Comp.Review Guide for Procurement;DOT ETA FY18 Master Agreement Generally Applicable Provisions;FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-3 5/7/2019 11:45 AM Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) which has been retained by the COUNTY as provided in[Item x"Bid Security"of the Instructions to Bidders]) shall prove inadequate to fully recompense the COUNTY for the damages occasioned by default, then the undersigned bidder agrees to indemnify the COUNTY and pay over to the COUNTY the difference between the bid security and (Recipient's)total damages, so as to make the COUNTY whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. 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 meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at https://www.fiscal.treasurv.ciov/fsreports/ref/suretyBnd/c570.htm. Should the Contract Amount be less than$500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall,within five (5)calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The COUNTY shall determine the amount of the patent indemnity to protect the COUNTY. Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to the COUNTY,the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by the COUNTY and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to the COUNTY. CFDA 20.507 (Urbanized Area Formula Program) Sources ref;PTA FY18 Comp.Review Guide%or Procurement;DOT FTA FY18 Master Agreement General(v Applicable Provisions;PTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-4 5/7/2019 11:45 AM pS Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1)year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 4. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, the contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the recipient. 5. BUY AMERICA REQUIREMENT(Applies to Subtracts.) The contractor agrees to comply with 49 U.S.C. 5323(j)and 49 C.F.R. Part 661,which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers, or software, or other such devices,which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The small purchase waiver is now included in 49 U.S.0 5323(j)(13) and provides that the term "small purchase" means a purchase of not more than$150,000. The small purchase waiver applies to purchases of$150,000 or less, regardless of the size of the project. Therefore, purchases made with FTA financial assistance, including capital, planning, or operating assistance, are subject to the waiver. 6. 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. 7. CHARTER SERVICE The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r) and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using CFDA 20.507(Urbanized Area Formula Program) Sources ref:PTA FY18 Comp.8evimv Guide for Procurement;DOT FTA FY18 Master Agreement Generally Applicable Provisimu;PTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-5 5/7/2019 11:45 AM P.26 ir'Afl Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(d); 2. FTA regulations, "Charter Service,"49 C.F.R. part 604; 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA's Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. 8. CIVIL RIGHTS LAWS AND REGULATIONS The following requirements apply to the underlying contract and all subcontracts at every tier: CIVIL RIGHTS AND EQUAL OPPORTUNITY 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 Federal Civil Rights laws and regulations and shall include these requirements in each subcontract entered into as part thereof. I. 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. II. 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. III.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. CFDA 20.507 (Urbanized Area Formula Program) Sources ref:FTA 1-Y18 Cutup.Review Guide for Procurement;DOT PTA FY18 Master Agreement Generally Applicable Provisions,FTA Best Practice,Procurement Oct 2016 Revised 1-4-19 FCP-6 5/7/2019 11:45 AM p.27 L, O Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) 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. IV. 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. 9. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (Applies to Subcontracts OVER$150,000 at Every Tier) 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. 10. CONTRACT WORK HOURS AND SAFETY SANDARDS ACT (Applies to Subcontracts at Every Tier) For all contracts in excess of$100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act(40 U.S.C. §§3701- 3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein,the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be CFDA 20.507(Urbanized Area Formula Program) Sources ref.ETA FY18 Comp.Review Guider Procurement;DOT ETA FY18 Master Agreement Generully Applicable Provision,,FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-7 5/7/2019 11:45 AM p.28 C40 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen,working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 11. COPELAND ANTI-KICKBACK ACT For all construction contracts>$2,000, the Contractor agrees to comply with the Copeland "Anti Kickback" Act(Copeland Act)provisions. The Contractor shall also comply with the Copeland"Anti-Kickback"Act(40 U.S.C. §3145), as supplemented by DOL regulations at 29 C.F.R. part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States." The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The Copeland "Anti Kickback"Act(Copeland Act) is divided into two sections. Section 1 of the Copeland "Anti-Kickback" Act, at 18 U.S.C. § 874, prohibits anyone from inducing, by any means, any person employed on construction, prosecution,completion,or repair of a federally assisted building or work,to give up any part of his or her compensation to which he or she is otherwise entitled. Section 2 of that Act, at 40 U.S.C. § 3145, and implementing DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. part 3, imposes record keeping requirements on all third party contracts for construction, alteration, or repair exceeding $2,000. Under Appendix II to 2 C.F.R. part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, recipients' third party contracts must include a provision for compliance with the Copeland "Anti-Kickback"Act, as amended, and implementing DOL regulations. 12. DAVIS BACON ACT For all prime construction,alteration or repair contracts in excess of$2,000 awarded by FTA,the Contractor shall comply with the Davis-Bacon Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The CFDA 20.507(Urbanized Area Formula Program) Sources rel.FTA FY1 S Cump.Review Guide jar Procurement;DOT FTA FY18 Master Agreement Generally Applicable Provisions;FTA Best['radices Procurement Oct.2016 Revised 1-4-19 FCP-8 5/7/2019 11:45 AM P. 9CAO Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) Contractor will comply with the Davis-Bacon Act,40 U.S.C.§§3141-3144,and 3146-3148 as supplemented by Department of Labor regulations(29 C.F.R. part 5,"Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. (1) Minimum wages- (i)All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)), the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii)of this section)and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics, including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guided(or Procurement;DOT FTA FY18 Master Agreement Generally Applicable Provisions;FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-9 5/7/2019 11:45 AM 0 .Cq0 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions,including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) (B)or(C)of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate,the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv)If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A)The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1)The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions,including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a CFDA 20.507 (Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guide for Procurement;DOT FT.4 FY18 Master Agreement Generally Applicable Provisions;PTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-10 5/7/2019 11:45 AM pq0 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v) (B)or(C)of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor,sponsor,applicant,or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records-(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable,that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B)Each payroll submitted shall be accompanied by a"Statement of Compliance,"signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5 and that such information is correct and complete; (2)That each laborer or mechanic(including each helper,apprentice,and trainee)employed on the contract CFDA 20.507(Urbanized Area Formula Program) Sources ref.ETA PY18 Comp.Review Guide for Procurement;DOT ITA PY18 Master Agreement Generally Applicable Provisions;PTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-11 5/7/2019 11:45 AM pr't.2 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B)of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph(a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. CFDA 20.507 (Urbanized Area Formula Program) Sources ref.FTA FY18 Comp.Rerieuc Guide for Procurement;DOT ETA FY18 Master Agreement Generally Applicable Provisions;FTA Rest Practices Procurement Oct.2016 Revised 1-4-19 FCP-12 5/7/2019 11:45 AM p• C4O Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity-The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5)Compliance with Copeland Act requirements- The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment- A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8)Compliance with Davis-Bacon and Related Act requirements-All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10)Certification of eligibility-(i) By entering into this contract, the contractor certifies that neither it(nor he or she)nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). CFDA 20.507(Urbanized Area Formula Program) Sources re(:FTA FY18 Comp.Review Guide fur Procurement;DOT PTA FY18 Master Agreement Gerreralty Applicable Frovisimrs;FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-13 5/7/2019 11:45 AM P' Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) (ii)No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 13. DEBARMENT AND SUSPENSION (Applies to Subcontracts of Any Tier) 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 AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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. 14. DEPARTMENT OF LABOR EEO CONDITIONS The contractor shall comply, with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. chapter 60, and (b) Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246, Relating to Equal Employment Opportunity,"42 U.S.C. §2000e note. These goals are applicable to all of the contractor's construction work(whether or not it is Federal or federally-assisted) performed in the covered area. Goals for minority participation for each trade: 17.1% Goals for female participation in each trade: 6.9% 15. DISADVANTAGED BUSINESS ENTERPRISE (Applies to Subcontracts at Every Tier) It is the policy of the Collier County Board of County Commissioners (BCC) to ensure that Disadvantaged Business Enterprises (DBE)s are defined in 49 C.F.R. part 26, have an equal opportunity to receive and participate in Department of Transportation (DOT)—assisted contracts. It is also the County's policy to: 1. Ensure nondiscrimination in the award and administration of DOT—assisted contracts; 2. Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE Program is narrowly tailored in accordance with applicable law; CFDA 20.507(Urbanized Area Formula Program) Sources re::FTA FY18 Comp.Review Guide for Procurement:DOT ETA FY18 Muster Agreement Generally Applicable Provisions:ETA Beet Practices Procurement Oct.201 h Revised 1-4-19 FCP-14 5/7/2019 11:45 AM P.RAO Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. Assist the development of firms that can compete successfully in the market place outside the DBE Program. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, gender identity or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the COUNTY deems appropriate. DBE Participation For the purpose of this Contract, the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or, 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation is 1.6%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List. Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs. These reports shall provide the following details: • DBE utilization established for the Contract; •Total value of expenditures with DBE firms for the period; •The value of expenditures with each DBE firm for the period by race and gender; CFDA 20.507(Urbanized Area Formula Program) Sources ref.FTA FY18 C'onip.Review Guide/br Procurement.DOT FTA FYI8 Master Agreement Generally Applicable Provisions;FTA Bert Practices Procurement Oct 2016 Revised 1-4-19 FCP-15 5/7/2019 11:45 AM P•a'AO Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) •Total value of expenditures with DBE firms from inception of the Contract; and • The value of expenditures with each DBE firm from the inception of the Contract by race and gender. The Contractor shall not terminate DBE subcontractor(s)without the COUNTY's prior written consent.The COUNTY may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the COUNTY in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below. Recordkeeping The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract. The records will be made available for inspection upon request by any authorized representative of the COUNTY or DOT. This reporting requirement also extends to any certified DBE subcontractor. DBE Program and Directory Information The combined statewide directory, identifying all firms eligible to participate as a certified DBE, may be located at the Florida Department of Transportation website. https://fdotxwp02.dot.state.fl.us/EqualOpportu nityOfficeBusinessDirectory/CustomSearch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website http://www.colliergov.net/your-government/divisions-f-r/public-transit-neighborhood-enhancement/our- services-/col l ier-a rea-trans it-cat/d be 16. DRUG AND ALCOHOL TESTING The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the Florida Department of Transportation, or the COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341.061, and Rule 14-90 Florida Administrative Code before January 20m to the Public Transit& Neighborhood Enhancement Division Director. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. The certification will also include compliance with its adopted System Safety and Security Program Plan pursuant to Florida Rule Chapter 14-90. 17. EMPLOYEE PROTECTIONS (AWARDS INVOLVING CONSTRUCTION) The Contractor shall comply with U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses,"29 C.F.R. part 1904; "Occupational Safety and Health Standards," 29 C.F.R. part 1910. 18. ENERGY CONSERVATION (Applies to Subcontracts at Every Tier) CFDA 20.507 (Urbanized Area Formula Program) Sources ref:ETA FY18 Comp.Review Guide for Procurement,;DOT PTA FY18 Master Agreement Generally Applicable Provisions.FTA Best Practices Procurement Oct 2016 Revised 1-4-19 FCP-16 5/7/2019 11:45 AM 6f37<.�;, Collier County Solicitation 19-7584 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) 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. 19. 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. 20. FLY AMERICA(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. Chapter 411. 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. \ 21. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS (Applies to Subcontracts1 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 4220.1F, 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, CFDA 20.507(Urbanized Area Formula Program) Sources re(:FTA FY1 R Comp.Review Guide%or Procurement;DOT FTA FYI R Master Agreement Generally Applicable Provisions;FTA Ben!Practices Procurement Oct.2016 Revised 1-4-19 FCP-17 5/7/2019 11:45 AM / p,38' Collier County Solicitation 19-7584 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. 22. ITS STANDARDS Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 23. 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,grantor award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 24. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES BY USE OF A DISCLAIMER The Contractor shall 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. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions 25. PRE-AWARD AND POST DELIVERY AUDITS OF ROLLING STOCK PURCHASES The Contractor agrees to comply with 49 U.S.C. §5323(m)and FTA's implementing regulation at 49 C.F.R. part 663. The Contractor shall comply with the Buy America certification(s) submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 26. PATENT RIGHTS, RIGHTS IN DATA AND COPYRIGHTS REQUIREMENTS (Applies to Subcontracts at Every Tier) Intellectual Property Rights This project is funded through a Federal award with FTA for experimental, developmental, or research work purposes.As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the COUNTY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall, at a minimum, include the following restrictions: Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or CFDA 20.507 (Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guide lot Procurement:DOT PTA FY18 Master Agreement Generally Applicable Provisions;PTA Bet Practices Procurement Oct.2016 Revised 1-4-19 FCP-18 5/7/2019 11:45 AM 39" Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of"subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for"Federal Government Purposes," any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government.Without the copyright owner's consent,the Federal Government may not extend its Federal license to any other party.a.Any subject data developed under the Contract,whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance. 27. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to subcontracts at every tier) (i)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guide for Procurement;DOT PTA FYI8 Master Agreement Generally Applicable Provisions,1 TA Beet Practices Procurement Oct.20/6 Revised 1-4-19 FCP-19 5/7/2019 11:45 AM P.40 CAO Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (ii)The Contractor also acknowledges that if it makes,or causes to be made,a false,fictitious,or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C.§5323(I)on the Contractor,to the extent the Federal Government deems appropriate. (iii) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 28. PROVISIONS FOR RESOLTUION OF DISPUTES, BREACHES, OR OTHER LITIGATION BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts at every tier over$150,000) Disputes-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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER 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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'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. Stats. 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. 29. PROMPT PAYMENT AND RETURN OF RETAINAGE (49 C.F.R. part 26) Prompt Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. 30. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases$10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.) Recovered Materials.The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, CFDA 20.507(Urbanized Area Formula Program) Sources re(:ETA FY1 R C'omp.Review Guide/br Procurement;DOT ETA FY18 Master Agreement Gerrerall u Applicable Provisions,ETA Rest Practice.,Procurement Oct.2016 Revised 1-4-19 FCP-20 5/7/2019 11:45 AM P' CAC Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. 31. SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at Every Tier) 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 agreement. 32. SCHOOL BUS OPERATIONS The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: i. Federal transit laws, specifically 49 U.S.C. § 5323(f); ii. FTA regulations, "School Bus Operations,"49 C.F.R. part 605; iii. Any other Federal School Bus regulations; or iv. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: i. Bar the Contractor from receiving Federal assistance for public transportation; or ii. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 33. SEISMIC SAFETY REQUIREMENTS (Applies to subcontractors) The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 34. SPECIAL DEPT. OF LABOR EEO CLAUSE FOR CONSTRUCTION CONTRACTS (Applies to contracts and subcontracts >$10,000) Equal Employment Opportunity Requirements for Construction Activities. The Contractor will comply, when undertaking "construction" as recognized by the U.S. Department of Labor(U.S. DOL), with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. chapter 60, and CFDA 20.507(Urbanized Area Formula Program) Sources ref.ETA FY18 Comp.Review Guide for Procurement;DOT FTA FY18 Masser Agreement Generally Applicable Provisions;ETA Best Practice,Procurement Oct.2016 Revised 1-4-19 FCP-21 5/7/2019 11:45 AM p.0 Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) (b) Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. §2000e note. [(FTA Master Agreement(24), 10-1-2017;§ 12.d(3)] 35. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES (STATE GRANT PROVISIONS) Equal Employment Opportunity:The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to,the following: Employment upgrading,demotion,or transfer;recruitment or recruitment advertising;layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions, Prohibits, Controls, and Labor Provisions: During the performance of this contract, the following provisions are to be included in each subcontract entered into pursuant to this contract: a)A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the County. d) Neither the County nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the County or the locality during tenure CFDA 20.507(Urbanized Area Formula Program) Sources ref.:FTA TY18 Comp.Review G,,u/r lot Procurement.DOT FTA FY18 Master Agreement Generally Applicable Prorisions.FTA Be,!Practices Procurement Oct.2016 Revised 1-4-19 FCP-22 5/7/2019 11:45 AM P• AQ Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) or for two (2) years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the County, the County, with prior approval of the Florida Department of Transportation, may waive the prohibition contained in this paragraph provided that any such present member,officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The County shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." Inspector General Cooperation.The Parties agree to comply with Section 20.055(5), Florida Statutes,for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Employment Eligibility (Using E-Verify) a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and b) Shall expressly require any contractors and subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. 36. TERMINATION PROVISIONS (Applies to Subcontracts at Every Tier in Excess of$10,000) All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement. i. Termination for Convenience(General Provision)The COUNTY may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the COUNTY's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY to be paid the Contractor. If the Contractor has any property in its possession belonging to the COUNTY, the Contractor will account for the same, and dispose of it in the manner the COUNTY directs. ii. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the COUNTY may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the COUNTY that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the COUNTY,after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guide for Procurement:DOT FTA FY18 Master Agreement Generally Applicable Provisions:ETA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-23 5/7/2019 11:45 AM p.44 CA O Collier County Solicitation 19-7584 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) iii. Opportunity to Cure (General Provision) The COUNTY in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to COUNTY's satisfaction the breach or default of any of the terms,covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from COUNTY setting forth the nature of said breach or default, COUNTY shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude COUNTY from also pursuing all available remedies against Contractor and its sureties for said breach or default. iv. Waiver of Remedies for any Breach In the event that COUNTY elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract, such waiver by COUNTY shall not limit the COUNTY's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. v. Termination for Convenience(Professional or Transit Service Contracts)The COUNTY, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the COUNTY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. vi. Termination for Default(Supplies and Service)If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. vii. Termination for Default(Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of COUNTY goods, the Contractor shall, upon direction of the COUNTY, protect and preserve the goods until surrendered to the COUNTY or its agent. The Contractor and COUNTY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. viii. Termination for Default(Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In CFDA 20.507 (Urbanized Area Formula Program) Sources ref:FTA FY18 Comp.Review Guide for Procurement;DOT ETA FY18 Master Agreement Generally Applicable Provisions;ETA Best Practices Procurement Oct 2016 Revised 1-4-19 FCP-24 5/7/2019 11:45 AM p.4 �,�� Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) this event, the COUNTY may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the COUNTY resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the COUNTY in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- a. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the COUNTY, acts of another Contractor in the performance of a contract with the COUNTY, epidemics, quarantine restrictions, strikes, freight embargoes; and b. The contractor, within [10] days from the beginning of any delay, notifies the COUNTY in writing of the causes of delay. If in the judgment of the COUNTY, the delay is excusable, the time for completing the work shall be extended. The judgment of the COUNTY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the COUNTY. ix. Termination for Convenience or Default (Architect and Engineering)The COUNTY may terminate this contract in whole or in part, for the COUNTY's convenience or because of the failure of the Contractor to fulfill the contract obligations. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the COUNTY, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations,the COUNTY may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the COUNTY. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. x. Termination for Convenience of Default (Cost-Type Contracts) The COUNTY may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the COUNTY or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the COUNTY,or property supplied to the Contractor by the COUNTY. If the termination is for default, the COUNTY may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY and the parties shall negotiate the termination settlement to be paid the Contractor. CFDA 20.507 (Urbanized Area Formula Program) Sources re/..PTA FY10 Comp.Review Guide for Procurement,DOT FTA FY18 Master Agreement General/v Applicable Provisions;1'TA Best Practices Procurement Oct 2016 Revised 1-4-19 FCP-25 5/7/2019 11:45 AM P. GAO Collier County Solicitation 19-7584 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) If the termination is for the convenience of the COUNTY, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the COUNTY determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the COUNTY, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 37.TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS The Contractor agrees to comply with the following protective arrangement of 49 U.S.C. § 5333(b): i. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract. ii. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program.The U.S. DOL Special Warranty is a condition of the Contract. iii. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by- case determinations of the applicability of 49 U.S.C. § 5333(b)for all transfers of funding authorized under title 23, United States Code(flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required. 38. FEDERAL PRIVACY ACT REQUIREMENTS Applicability—When a grantee maintains files on drug and alcohol enforcement activities for FTA,and those files are organized so that information could be retrieved by personal identifier,the Privacy Act requirements apply to all contracts except micropurchases ($10,000 or less, except for construction contracts over $2,000) The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1)The Contractor agrees to comply with,and assures the compliance of its employees with,the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2)The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. CFDA 20.507 (Urbanized Area Formula Program) Sources ref.:ETA FY18 Comp.Review Guide for Procurement;DOT FTA FY18 Master Agreement Generally Applicable Provisions;FTA Best Practices Procurement Oct.2016 Revised 1-4-19 FCP-26 5/7/2019 11:45 AM p.47 ' 0 Collier County Solicitation 19-7584 EXHIBIT I.B GRANT CERTIFICATIONS 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(1)(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. Adolfo Baez OEM &Aftermarket Parts for Collier County Fleet Name Project Name Store Manager 19-7584 Title Project Number Sunbelt Automotive/Napa 45-3200882 Firm Tax ID Number 063441379 DUNS Number 3885 Radio Rd, Naples Fl. 34104 Street Address,City, State,Zip 4a 2LP 7 34q Signature GCA-2 5/7/2019 11:45 AM P'4Cop Collier County Solicitation 19-7584 EXHIBIT LB GRANT CERTIFICATIONS 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, Sunbelt Automotive/Napa , 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 this certification and disclosure, if any. / O.L.PD 5,4c' Signature of Contractor's Authorized Official Adolfo Baez / Store Manager Name of Authorized Official and Title 05/14/2019 Date GCA-3 5/7/2019 11:45 AM 5�� Collier County Solicitation 19-7584 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 19-7584 Collier County Solicitation No. I, Adolfo Baez ,hereby certify that to the best of my knowledge,neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also,to the best of my knowledge,no member of my household;no relative with whom I have a close relationship; no one with whom my spouse,parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I,or anyone noted above,has in any person or organization that does become involved in,or is affected at a later date by, the conduct of this matter. Adolfo Baez /WD,LP0 54q Name Signature Store Manager 05/14/2019 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena;(3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4)to the National Archives and Records Administration or the General Services Administration in records management inspections;(5)to the Office of Management and Budget during legislative coordination on private relief legislation; and(6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding,if the information is relevant to the subject matter.This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA-4 5/7/2019 11:45 AM P• Collier County Solicitation 19-7584 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status wit be',:erif.ed. Unvereable statuses 1 require toe PR ME to either procAe a reAsed statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FE'D NUMBER CONTRACT DOLLAR ANIOUNT Sunbelt Automotive/Napa 45-3200882 :5 THE PRIME A FLORIDA-CERTIFIED IY:SADVANTAGED. ,,ETEP AN Y ei '5 THE ACTIVITY OF THIS CONTRACT._ MINOR-11,0R WOMEN BUSIN ESS ENTER PRISE? DBE? 'r CONSTRUCTION? 1>BE0.1151',615E) OR HA'vE A Sr sl ALL IDISADVitilkG£0 ? 0 N BLIS#NESS SA CERTIFiCAT M MB E CO SU iTATON7 ION FRO THE.'AVALL EUSIf'dESS ADMINISTRATION? A SERATCE DISABLED VETERAN' ../BE? YQ OTHER? SD5 BA? 0 IS TH S .VMISS ON A REVISION, It F VES,REV SION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE MN/BE SUBCONTRACTOR OR SUPPLIER TYPE OF WORX OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY iSee Below) DOLLAR AMOUNT DOLLARS TOTALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Mark T. Jamieson 05/14/2019 Owner EMAIL ADDRESS Of PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER mark.jamieson@napasunbelt.com 239-430-6000 239-430-6074 NOTE:INs information is used to track and report anticipated DBE or MBE participation in federaBv-funded contracts The antiopated DBE or MBE amount is'iloluntare and will not become part of the contractual terms. This form rriut be submitted at time of response to a sal citation 4 and venal,awarded a County contract,the prime MI be asked to update the information for the grant compliance B les. ETHNICITY CODE Black Amencan BA hispanic A trentan native American NA subcont.Asian Arrercan SAA &San-Pacific American APA N on-Minority Women other not of any other group listed D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COW EF CONTRACT#fIFB:RFP or O RED PANT PROGPANIXONTF.ACT ACCEPTED BY: DATE GCA - 5 5/7/2019 11:45 AM p5© Collier County Solicitation 19-7584 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES : .14F:- 7'.4:4.:4-',slNycry./P,....olcE FOt pID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES et is the policy of Coiher County that disadvontaged businesses and minority ventsots..as defined in the Code Cl Federal Reguidtions jCFR)or Florida Statutes(FS),must have the opportunity to participate on contracts with fecierol arid/or state gent assistance. Prime contractor/Prime Consultant Sunbelt Automotive/Napa Address&Did Phone Number: 3885 Raclin Rd Naples Fl 34104 239-430-6000 Procurement Number/Advertisement Number: 19-7584 The list beiovy is intended to be a fisting of firms that are,or attempting to,participate on the project numbered above. The list must include the firm bolding or quoting as prime,as ivell as subs and suppliers quoting for participation. Prime contractors and consultants must provide information for Numbers 1,2,3,and 4,and,should provide any information they have for Numbers 5,6,7,and 3. This form must be submitted with the bid package 1. Federal Tax ID Number: N/A 6. DBE 3. Annual Gross lteceipts 2. Firm Name: Non-DBE Less than 5 1 million 3. Phone Number. Between$1-5 million —. 4. Address Between$3-10 million 7. Subcontractormillion _Between$10-13 E Sul3oonsultant More than$.15 million 5. Year Firm Established 1. Federal Tax ID Number: N/A 6 Ei DBE Z. Annual Gross Receipts —. 2. Firm Name Non-DBE Less than$1 million 3. Phone Number: Between$1-5 million 4. Address — Between$5-10 million — Subcontractor Between 5 10-15million Subconsultant More than$15 million — — 5. tear Firm Established: 1. Federal Tax ID Number: N/A 6.Ei DBE 3. Annual Gross Receipts 2. Firm Name: Non-DBE Less than$1 million — 3. Phone Number Between S 1-5 million 4. Address Between$5-10 million 7. lSubcontractor Between$10-15 million Suboonsultant More than$15 million 5. Year Firm Established: 1. Federal Tax ID Number N/A 6. DBE a Annual Gross Receipts 2. Firm Name Non-DBE Less than$1 million — 3. Phone Number Between 5 1-5 million — 4. Address Between$5-10 million ..--. —. Subcontractor Between 5 10-15million — — Subconsultant More than$15 million — — 5. Year Firm Established: GCA- 6 5/7/2019 11:45 AM p.53 ' 0 10 Collier County Solicitation 19-7584 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703,Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Sunbelt Automotive/Napa Date 05/14/2019 Authorized Signature 4Z7DLP-C7 5'4q Address 3885 Radio Rd, Naples Fl. 34104 Solicitation/Contract# 19-7584 GCA - 7 5/7/2019 11:45 AM p• Exhibit "B" Asset Purchase Agreement between Sunbelt Automotive, Inc. and J & K Auto Parts, Inc. TO FOLLOW THIS PAGE Page 5 of 6 S ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of day of August, 2024,by and among J & K AUTO PARTS, INC., a Florida Corporation (hereinafter referred to as"Purchaser"), SUNBELT AUTOMOTIVE, INC., a Georgia Corporation (hereinafter referred to as "Seller"),MARK T.JAMIESON (the"Shareholder"and,together with the Seller,the"Seller Parties" and each,a"Seller Party"). WITNESETII: WHEREAS,Seller is engaged in the business of the wholesale and retail sale of parts and accessories for automobiles and other motor vehicles(the"Business")at the stores located at the following addresses(each a"Store''and,collectively,the"Stores"): (a) Store#670: 19420 South Tamiami Trail,Fort Myers,Florida 33908 (b) Store#668: 300 Leonard Boulevard North,Suite 11,Lehigh Acres,Florida 33971 (c) Store#671: 1860 J and C Boulevard,Naples,Florida 34109 (d) Store#669: 3885 Radio Road,Naples,Florida 34104 WHEREAS, Seller desires to sell,assign,transfer and otherwise convey to Purchaser,and Purchaser desires to purchase from Seller,substantially all of the assets of the Stores used in the operation of the Business as set forth herein,on the terms and subject to the conditions of this Agreement;and WHEREAS, Shareholder owns all of the issued and outstanding capital stock of Seller and will derive substantial benefits from the transactions contemplated by this Agreement. NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by the parties,it is agreed as follows: 1. PURCHASE AND SALE OF ASSETS. (a) At the Closing(as defined below), Seller agrees to sell,transfer,assign,convey and deliver to Purchaser,and Purchaser agrees to purchase and acquire from Seller,all right,title and interest in and to the Acquired Assets,free and clear of all pledges,liens,mortgages,charges,options, rights of first refusal,rights of first offer,security interests or other encumbrances of any kind (collectively,"Liens"),subject to the terms and conditions set forth herein."Ac Assets" means the following assets used in the operation of the Business,but specifically excluding the Excluded Assets(as defined below): (i) All currently listed, non-obsolete (i.e., part numbers are listed on the applicable manufacturer's current price sheet)and saleable(and in the case of application parts,also changeable)stock-in-trade,merchandise and inventories(collectively,the"litto "); (ii) All usable furniture,fixtures,equipment and signage(the"FF84E")listed on the schedules to be attached to the Bill of Sale(as defined below)prior to Closing(as defined below); (iii) All usable computer equipment(the"Com ment.")listed on the schedules to be attached to the Bill of Sale prior to Closing; (iv) All vehicles (excluding personal vehicles) (the"Vehicles") listed on the schedules to be attached to the Bill of Sale prior to Closing;and (v) All shop equipment(the"Shop Equipment")listed on the schedules to be attached to the Bill of Sale prior to Closing(collectively,with the assets set forth in Sections 1(a)(ii)-(a)(iv) above,the"Fixed Assets"). (vi) All accounts receivables with all counts adjusted as to the close of business on August 31, 2024 and stated on the verified report #116, and listed on the schedules to be attached to the Bill of Sale prior to Closing. (b) Notwithstanding anything in this Agreement to the contrary(including Section 1(a)),Purchaser will not purchase from Seller, and Seller will not sell to Purchaser, any Excluded Assets. "Excluded Assets"means any assets not expressly set forth in Section 1(al,including,but not limited to,the following: (i) all cash 0,cash equivalents,short-term investments and marketable securities of Seller; (ii) all contracts that Seller is a party to or that are otherwise used in the operation of the Business (as defined below); (iii) Seller's fee title interest in the real property located at 300 Leonard Boulevard North, Lehigh Acres,FL 33971; (iv) all other assets of Seller not used in the operation of the Business. 2. EXCLUDED LIABILITES It is specifically understood and agreed by and between the parties that, Purchaser shall not assume or be liable for any liabilities,obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise(collectively"Liabilities")of the Seller,the Business or any of the Stores, including, without limitations,the following(such unassumed Liabilities,the"Excluded Liabilities"): (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation or performance of this Agreement and the transactions contemplated hereby, including,without limitation,fees and expenses of counsel,accountants,consultants,advisers and others; (b) any Liability of Seller(or any current or former shareholder or affiliate of Seller)for unpaid U.S. federal, state, local or non-U.S. taxes, assessments or other governmental charges, including any income,sales or employment taxes or withholdings(collectively, "Taxes"); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities of the Business (to the extent related to the operation of the Business prior to the Closing Date) or the Seller in respect of any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, judgement, orders, decrees, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (collectively, "Action and each,an"Action"); - I - (e) any Liabilities of Seller arising under or in connection with any employee benefit plan providing benefits to any present or former employee of Seller; (f) any Liabilities of Seller to or for any present or former employees,officers, directors,retirees, independent contractors or consultants of Seller,including,without limitation,any Liabilities related to or arising from any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments accruing prior to the Closing Date; (g) any Liabilities to indemnify,reimburse or advance amounts to any present or former officer, manager employee or agent of Seller (including with respect to any breaches of fiduciary obligations)accruing prior to the Closing Date; (h) any Liabilities for any indebtedness of Seller or the Business accruing prior to the Closing Date; (i) any Liabilities arising out of,in respect of or in connection with the failure by Seller to comply with any applicable U.S. federal,state,local or non-U.S.statute,laws,ordinances,regulations, or governmental orders including, but not limited to, any employment, labor, licensing, environmental or health and safety statutes, laws, ordinances, regulations or governmental orders(collectively,"Laws"); (j) any other Liabilities of Seller arising out of the operation of the Business or any of the Stores prior to the Closing Date. 3. PURCHASE PRICE. The purchase price of the Acquired Assets shall be an amount equal to the total of Sections 3(a)through 3(e)below(collectively,the"Purchase Price"). (a) The purchase price of the Inventory,estimated at Three Million Nine Hundred Thoosand Dollars (S3,900,000.00),shall be determined by joint physical inspections and counts of the Inventory at the Stores,which will be taken by personnel designated by both Purchaser and Seller, with all counts adjusted as to the close of business on August 31, 2024, and stated on the verified report #027 (the "Close of Business"). All NAPA Inventory shall be valued at Purchaser's Jobber Net(also known as"replacement cost"or"Jobber cost". Any non-NAPA Inventory, shall be valued at Seller's actual acquisition price, or the current sale price, whichever is lesser. Any inventory which is obsolete, not currently listed, damaged, used, missing component parts, not in original packaging when such packaging is necessary for resale,or otherwise not in saleable condition,shall not be purchased by Purchaser hereunder, and shall be removed from the Stores within fourteen (14) days alter the Closing Date. Normal and non-consequential damage to NAPA Packaging shall not render any item of NAPA inventory to be deemed"obsolete". (b) The purchase price of the FF&E,Computer Equipment,Vehicles&Shop equipment is agreed to be THREE HUNDRED FIFTY THOUSAND DOLLARS(S350,000.00). (c) The purchase price of the Accounts Receivables shall as follow: (i) Eighty Percent(80%)of the total amount of the accounts receivables shall be paid at the Closing, (ii) The remaining Twenty Percent(20%)of the total amount of the accounts receivable shall be held in Escrow by Purchaser's attorney and paid to Seller within ninety(90)days after the Closing,upon Purchaser collecting cleared funds on the accounts receivable.Purchaser shall remit payment only for the accounts receivable actually collected within ninety(90) days of Closing. Seller/Shareholder shall participate in Buyer's efforts to collect the accounts receivable and shall be entitled to weekly reports as to the status of such C,10 collections. As to any receivables not collected by Buyer within 90 days of Closing, Seller shall retain the rights to pursue and receive collection of same. (d) The parties hereto understand and agree that the purchase price of the Fixed Assets is based on the assumption that on the Closing Date, all of such items are sold in their as-is, where-is condition, but shall be in good and operable condition. If, on the Closing Date, any item included in the Fixed Assets is not in a good and operable condition, such item will be deemed an Excluded Assets,and the individual price of that item shall not be included in the calculation of the Purchase Price. 4. CLOSING. Subject to the satisfactions of the closing conditions set forth in Section I 1,the closing of the transactions contemplated by this Agreement(the"Closing")shall take place remotely via the electronic exchange of documents and shall be effective at 1201 a.m. Eastern Time on SEPTEMBER 3,2024, but, with an effective date of September 1, 2024, or on such other date and time as the Parties may mutually agree(such date,the"Closing Date"). 5, PAYMENT OF PURCHASE PRICE. Purchaser shall pay,at Closing,by wire transfer of immediately available funds: (a) to Seller,the amount of the Purchase Price less the amount of any Seller indebtedness secured by a security interest in the Acquired Assets("Seller Indebtedness");and (b) to the holders of any Seller Indebtedness,the amount of such indebtedness set forth in payoff and release letters in form and substance satisfactory to Purchaser(each such letter,a"Payoff Letter"). 6. REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER. Seller and Shareholder,jointly and severally,represent and warrant to Purchaser as follows: (a) Seller is a corporation,duly incorporated,validly existing,and in good standing under the laws of the State of Georgia, but also authorized to do business and in good standing with the State of Florida. Seller is duly qealified or licensed to do business and is in good standing in each jurisdiction in which the property owned., leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,except where the failure to be qualified or licensed would not have a material effect on the Business,the Acquired Assets, or any Seller Party's ability to consummate the transactions hereby contemplated. (b) Seller and Shareholder have the requisite power and authority to execute and deliver this Agreement and any other agreements or documents contemplated hereby and to perform its obligations hereunder and thereunder. Seller's board of directors has duly authorized the execution, delivery, and performance of this Agreement and each other agreement or document contemplated hereunder to which Seller is party, and no further proceedings are required by Seller to authorize the same. This Agreement, and each other agreement or document contemplated hereunder to which any Seller Party is a party does,or upon execution and delivery will, constitute the valid and legally binding obligation of such Seller Party, enforceable in accordance with its terms and conditions. (c) Neither the execution and delivery of this Agreement,nor the consummation of the transactions contemplated hereby by any Seller Party will: (i) with respect to Seller, violate or breach of any provision of the Seller's governing documents; (ii)contravene, conflict with, or result in a violation of any Law; or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller Party is a party or by which it is bound or to which any of its assets is subject(or result in the imposition of any Lien upon any of its assets),except, in the cases of clause (ii) and (iii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice,or Lien would not be material to the Business or any Acquired Asset or to any Seller Party's ability to consummate the transactions contemplated hereby. (d) The execution, delivery and performance of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby by each Seller Party do not and will not require any consent,approval,authorization or permit of,action by,filing with or notification to, any third party, including any governmental authority. (e) Seller has,or at Closing will have,good and marketable title to and the unqualified right to sell, convey,assign and transfer the Acquired Assets,free and clear of all Liens. (f) Seller has no Liabilities with respect to the Business except(i)those reflected on such Seller's balance sheet,dated June,2024(the"Balance Sheet Date"),or (ii)those which have been incurred in the ordinary course of business since the Balance Sheet Date, (g) Seller is not insolvent nor will be rendered insolvent by any of the transactions contemplated hereby.As used in this Section,"insolvent"means that the sum of the debts and other probable liabilities of Seller exceeds the present fair saleable value of such Seller's assets. (h) Seller has filed all the Tax returns required by law and paid all Taxes required by all U.S.federal, state,local or non-U.S.governmental authorities when due.Neither the Seller nor any affiliate of the Seller has claimed the employee retention credit pursuant to Section 2301 of the CARES Act or Section 3234 of the United States Code. (i) During the past three(3)years,Seller has complied in all material respects with all applicable Laws. (j) There are no judgments unsatisfied against Seller or consent decrees or injunctions to which Seller is subject,and there are no Actions pending or threatened in writing against Seller or the Business that would have a material effect on the Business or Acquired Assets. (k) All Fixed Assets included in the Acquired Assets consist of items usable in the ordinary course of Seller's business, (1) The Shareholder owns One Hundred Percent(100%)of the issued and outstanding capital stock of the Seller,and no other individual or entity has any interest in or claim to any equity,option, right or warrant,or other ownership right in or relating to Seller's capital stock. (m)The Seller has performed all obligations required of it,and is not in default, under the Seller's employee benefit plans. The Seller does not currently have, and has never had, a pension or defined benefit plan. (n) During the past three(3)years,there have been no Actions or written notice of any threat of any Action concerning potential or alleged product liability involving the Business or Seller's products or services. The Seller has never been named in,nor is the Seller currently a defendant in,any Action related to asbestos,silica,benzene,or welding rod exposure. (o) No Seller Party has any Liability or obligation to pay any fees or commissions to any broker, finder,or agent with respect to the transactions contemplated by this Agreement. CA 0 (p) Except for the representations and warranties contained in this Section 6,no Seller Party has made or makes any other express or implied representation or warranty,either written or oral,on behalf of any Seller Party,including any representation or warranty as to the accuracy or completeness of any information regarding the Business or the Acquired Assets furnished or made available to Purchaser and its representatives (including any information, documents or material delivered or made available to via management presentations or in any other form in expectation of the transactions contemplated hereby)or the future revenue,profitability or success of the Business. 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to Seller Parties as follows: (a) Purchaser is a corporation duly incorporated,validly existing,and in good standing under the laws of the state of Florida,Purchaser is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned,leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,except where the failure to be qualified or licensed would not have a material effect on Purchaser's ability to consummate the transactions hereby contemplated. (b) Purchaser has the requisite power and authority to execute and deliver this Agreement and any other agreements or documents contemplated hereby and to perform its obligations hereunder and thereunder.Purchaser's Investment Committee has duly authorized the execution,delivery, and performance of this Agreement and each other agreements or documents contemplated hereunder to which Purchaser is party,and no further proceedings are required by Purchaser to authorize the same. This Agreement, and each other agreement or document contemplated hereunder to which Purchaser is a party does,or upon execution and delivery will,constitute the valid and legally binding obligation of Purchaser,enforceable in accordance with its terms and conditions. (c) Neither the execution and delivery of this Agreement,nor the consummation of the transactions contemplated hereby by Purchaser will (i) violate or breach of any provision of Purchaser's governing documents;(ii)contravene,conflict with,or result in a violation of any Law;or(iii) conflict with,result in a breach of,constitute a default under,result in the acceleration of,create in any party the right to accelerate,terminate,modify,or cancel or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which Purchaser is a party or by which it is bound or to which any of its assets is subject(or result in the imposition of any Lien upon any of its assets),except,in the cases of clause(ii)and(iii)where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a material effect on the Purchaser's ability to consummate the transactions contemplated hereby. (d) Except for the representations and warranties contained in this Section 7,neither Purchaser nor any person acting on behalf of Purchaser makes any representation or warranty of any,kind, nature or description, express or implied, and any such other representation or warranties are hereby disclaimed. 8, INDEMNIFICATION (a) Indemnification of Purchaser, Seller and Shareholder hereby agree to,jointly and severally, indemnify and hold harmless at all times after the date hereof Purchaser and its directors,officers, employees and agents against any and all Actions,Liabilities, damages,dues,penalties,fines, costs, amounts paid in settlement, Liens, losses, expenses and fees, including court costs and CAO reasonable attorneys'fees and expenses(collectively"Claims")resulting from,arising out of,or relating to any of the following: (i) any misrepresentation,inaccuracy or breach of any representation or warranty of any Seller Party under this Agreement; (ii) any breach or non-fulfillment of any covenant,agreement or obligation to be performed by either Seller pursuant to this Agreement or document delivered by or on behalf of either Seller pursuant to this Agreement; or (iii) any Excluded Asset or any Excluded Liability. (b) Indemnification of Seller Parties. Purchaser hereby agrees to indemnify and hold harmless at all times after the date hereof each Seller Party and its respective directors,officers,employees and agents(the"Seller Indemnified Parties") against any and all Claims resulting from,arising out of,or relating to any of the following: (i) any misrepresentation,inaccuracy or breach of any representation or warranty of Purchaser under this Agreement; (ii) any breach or non-fulfillment of any covenant,agreement or obligation to be performed by Purchaser pursuant to this Agreement or document delivered by or on behalf of Purchaser pursuant to this Agreement; or (iii) any claim related to any Acquired Asset or the Business accruing on or after the Closing date,or any Assumed Liability. (c) Survival.All representations.warranties,and covenants made in this Agreement or in connection with the transactions contemplated in this Agreement shall survive the Closing until the two(2) year anniversary of the Closing Date; provided, however, that (i) the representations and warranties set forth in Sections 6(a),6(b),6(e),6(o),7(a)and 7(b)shall survive indefinitely and (ii)the representations and warranties set forth in Sections 6(h)and 6(m)shall survive until the expiration of the applicable statute of limitations. All other covenants and agreements set forth in this Agreement will survive until performed, unless a shorter period of survival is specifically set forth in this Agreement. (d) Indemnification Procedures. (i) Notwithstanding anything in this Agreement to the contrary,no party hereto will be entitled to recovery for any Claim pursuant to this Section 8 unless written notice is delivered no later than the expiration of the applicable survival period.Any claims asserted in good faith with reasonable specificity(to the extent known at such time)and in writing by notice from the party seeking recovery prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation, warranty or covenant and such claims shall survive until finally resolved. (ii) As used herein,(A)"Indemnified Party"means the party hereto claiming indemnification under this Section 8,(B)'Indemnifying Party"means the party hereto that such Indemnified Party is seeking indemnification from hereunder,and(C)"Third Party Claim"shall mean any Claim by a third party which an Indemnified Party believes may result in a demand for indemnification pursuant to this Section 8.In the event that any Indemnified Party becomes aware of any Third Party Claim, such Indemnified Party shall provide prompt written notification to the Indemnifying Party specifying the nature of such Third Party Claim, together with copies of all notices and documents(including court papers)served on or CAO received by such Indemnified Party.The failure to provide such notification,however,shall not release the Indemnifying Party from any of its obligations under this Section 8 except to die extent that the Indemnifying Party is materially prejudiced by such failure. An Indemnifying Party shall have the right,upon written notice to the Indemnified Party, to assume the defense of any Third Party Claim, at the Indemnifying Party's expense with counsel selected by the Indemnifying Party;provided that, the Indemnifying Party shall not be entitled to assume the defense if such Third Party Claim involves or is related to(I) a material customer or material supplier of the Business or(2)asbestos or any other material environmental-related matter.If the Indemnifying Party elects to assume such defense,the Indemnified Party shall reasonably cooperate with Indemnifying Party in such defense and make available to the Indemnifying Party, during normal business hours at reasonable locations, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of any Third Party Claim,no Indemnified Party shall admit any liability with respect to,or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent.The Indemnifying Party shall not,without the Indemnified Party's prior written consent(which may be withheld by the Indemnified party in its sole discretion),settle,compromise,or offer to settle or compromise any Third Party Claim. 9. COVENANTS (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser,Seller Parties shall(i)conduct the Business in the ordinary course of business consistent with past practice,including by maintaining in full force and effect all insurance policies relating to the Business or insuring the Acquired Assets; (ii)maintain and preserve intact its current Business,organization,operations and franchise and preserve the rights, franchises,goodwill and relationships of its employees,customers,lenders,suppliers,regulators and others parties having relationships with the Sellers;and(iii)not disclose the existence of this Agreement or the fact that Seller and Purchaser have engaged in negotiations with respect to the subject matter contemplated by this Agreement to any of Seller's customer, vendors or employees. (b) After the Effective Date hereof, Purchaser shall make written request for the limited financial reports Purchaser requires in order to proceed with making the Escrow Deposit (as referenced in Paragraph 9(c). These limited financial reports shall provide Purchaser with a cursory understanding of Seller's revenues but will exclude specific details such as customer lists. Upon receipt of the requested limited financial reports from Seller, Purchaser shall have three (3) days to inspect same ("Limited Due Diligence Period"). If Purchaser elects to proceed with the purchase of the Acquired Assets, Purchaser shall pay the Escrow Deposit required of Paragraph 9(c). Once this Escrow Deposit is paid to Seller's Counsel, Purchaser shall coordinate with Shareholder pre-closing activities, such as specific times in which Purchaser and its agents may conduct any physical inspections of the Stores and/or the FFRE/physical assets. Purchaser will also then be permitted to schedule with Shareholder, meetings with any of Seller's employees ("Pre-Closing Period"). Any and all information provided to Purchaser before or during the Limited Due Diligence Period, or between the Pre-Closing Period and Purchaser's completion of Closing shall be held by Purchaser in the strictest of confidence and Purchaser acknowledges all of same constitutes Seller's trade secrets, intellectual property and proprietary information. Should Closing not be completed for any reason, all such information will be returned to Seller and any digital copies of same shall be destroyed/permanently deleted in every form and fashion by Purchaser, Purchaser shall only receive full access to specific financial records including customer lists after Closing is completed. CAO (c) Prior to the conclusion of the Limited Due Diligence Period, Purchaser shall advise Seller Parties, in writing, as to Purchaser's intent to proceed with the purchase. If Purchaser elects to proceed, Purchaser shall place into escrow with Seller's counsel (See Paragraph 14(h)), the sum of One Hundred Thousand and no/100 US Dollars ($100,000.00) as an escrow deposit ("Escrow Deposit"). The Escrow Deposit will be non-refundable to Purchaser (except in the event of Seller's default), but will be applicable to the Purchase Price if Purchaser timely completes Closing. (d) Upon Purchaser paying to Seller's counsel the Escrow Deposit stated in Paragraph 9(c), Seller shall also pay to Seller's counsel, the sum of One Hundred Thousand and 00/100 US Dollars ($100,000.00) ("Seller's Deposit") to protect Purchaser from any failure of Seller to complete the Closing. (e) Following the Closing,Seller agrees to irrevocably provide Purchaser,its counsel,accountants and representatives immediate access to Seller's list of its customer accounts,for the purpose of assisting Purchaser in continuing in business with Seller's existing customers. (f) Following the Closing, Seller shall permit Purchaser to continue to operate any vehicles purchased hereunder with Seller's license plates until the earlier of(1)with respect to each such vehicle,the date that the title and registration to such vehicle are transferred to Purchaser or(2) the date that is ten (10) days following the Closing; For this applicable post-closing usage, Purchaser shall have bound insurance coverage in an amount equal to or greater than S1,000,000/$2,000,000.00 per occurrence and Seller shall be named as additional insured. Purchaser hereby agrees to indemnify and hold Seller harmless at all times after the Closing against and in respect of any and all liabilities incurred by Seller that arise from Purchaser's operation of any such vehicle prior to the effectiveness of the transfer or title and registration for such vehicle to Purchaser. (g) Following the Closing,the Parties will,and will cause their respective Affiliates to,execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. 10, CLOSING DELIVERABLES. At Closing, (a) Seller will deliver to Purchaser: (i) A Covenant Not to Compete substantially in the form attached hereto as Exhibit A (the "Covenant Not to Compete"),duly executed by Seller and each Shareholder; (ii) A Bill of Sale substantially in the form attached as Exhibit B (the"Bill of Sale"),duly executed by Seller; (iii) No later than three(3)business days prior to Closing,Payoff Letters in a form reasonably satisfactory to Purchaser;and (iv) Assignments of Leases executed by Seller and applicable Landlord for the properties located at 19420 South Tamiami Trail, Fort Myers,FL 33908, 1860 i and C Boulevard, Naples,FL 34109,3885 Radio Road,Naples,FL 34104, and the Seller's executed version of the mutually agreed upon Triple Net Lease Agreement for the property located at 300 Leonard Boulevard North,Lehigh Acres,FL 33971. (v) Such other documents or instruments as Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) Purchaser will deliver to Seller: CAO (i) Acceptance of Assignment of the Leases for the properties located at 19420 South Tamiami Trail, Fort Myers, FL 33908, 1860 J and C. Boulevard,Naples,FL 34109, and 3885 Radio Road,Naples,FL 34104; (ii) The Purchaser's executed version of the mutually agreed upon Triple Net Lease Agreement for the property located at 300 Leonard Boulevard North, Lehigh Acres,FL 33971; and (iii) Such documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement 11. CONDITIONS TO CLOSING. (a) The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser's waiver,at or prior to the Closing,of each of the following conditions: (i) Other than the Seller Parties'representations and warranties set for in Sections 6(a),6(b), 6(e), 6(h) and 6(ol(the "Seller Fundamental Representations"), the representations and warranties of the Sellers set forth in Section 6 of this of this Agreement shall be true and correct in all respects(in the case of any representation or warranty qualified by materiality) or in all material respects(in the case of any representation or warranty not qualified by materiality)on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.The Seller Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, (ii) Each Seller Party shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, each Seller shall have performed such agreements,covenants and conditions,as so qualified,in all respects. (iii) Each Seller Party shall have delivered to Purchaser duly executed counterparts to the documents and deliverables set forth in Section 10(al. (b) The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers'waiver,at or prior to the Closing,of each of the following conditions: (i) Other than the Purchaser's representations and warranties set forth in Section 7(al and 7(b) (the "Purchaser Fundamental Representations"), the representations and warranties of Purchaser set forth in Section 7 of this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects(in the case of any representation or warranty not qualified by materiality)on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.The Purchaser Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (ii) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements,covenants and conditions that are qualified by materiality,Purchaser shall have performed such agreements,covenants and conditions,as so qualified,in all respects. (iii) Purchaser shall have delivered to Sellers duly executed counterparts to the documents and deliveries set forth in Section 10(b). 12. TERMINATION.This Agreement may be terminated at any time prior to the end of the Due Diligence Period by Purchaser by delivery of written notice to Seller Parties of same. This Agreement may be terminated prior to Closing: (a) by the mutual written consent of Purchaser and Seller Parties; (b) by Purchaser by written notice to Seller Parties if: (i) by Purchaser by written notice to Seller Parties, with a directive to Seller and Escrow Agent to pay the Escrow Deposit to Seller as liquidated damages for Purchaser unilateral cancellation. (ii) Purchaser is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any material representation, warranty, covenant or agreement made by any Seller Party pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 11 and such breach, inaccuracy or failure has not or cannot be not been cured by such Seller within ten(10)days of such Seller Party's receipt of written notice of such breach from Purchaser;or (iii) any of the conditions set forth in Section 11(a) shall not have been, fulfilled by September 3, 2024, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by Sellers by written notice to Purchaser if (i) by Seller by written notice to Purchaser and Escrow Agent with a directive ot Escrow Agent to pay the Seller's Deposit to Purchaser as liquidated damages (ii) any Seller Party is then in material breach of any provision of this Agreement and there has been a breach,inaccuracy in or failure to perform any material representation,warranty, covenant or agreement made by Purchaser pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 11 and such breach,inaccuracy or failure has not been cured by Purchaser within ten(10) days of Purchaser's receipt of written notice of such breach from Seller Parties; or (iii) any of the conditions set forth in Section 11(b)shall not have been,fulfilled by September 3, 2024, unless such failure shall be due to the failure of any Seller Party to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing 13. MISCELLANEOUS. (a) Each party hereto will bear its own costs and expenses(including,without limitation, fees and disbursements of counsel,financial advisors and accountants)incurred in connection with this Agreement and the transactions contemplated hereby. (b) This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Neither this Agreement nor any of the fights,interests or obligations under this Agreement may be assigned or delegated,in whole or in part,by operation of law or otherwise,by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void;provided,that each party may assign any of its rights or interests in this Agreement to one or more of its Affiliates without the prior consent of the other parties; provided, further, that no assignment shall limit the assignor's obligations hereunder.Except at expressly set forth in Section 8,this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (c) This Agreement may be executed in counterparts,each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. (d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby,and may not be changed or temiinated orally.This Agreement supersedes all prior agreements, covenants, representations, warranties and understandings among or between any of the parties relating to the subject matter herein. The rights and remedies set out in this Agreement are cumulative and in addition to (and not in lieu of) any similar rights or remedies available to the parties through other contracts, agreements, law or equity. (e) This Agreement shall be governed by,interpreted and construed under the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule(whether of the State of Florida or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than the State of Florida. (f) No amendment of any provision of this Agreement will be valid unless the same is in writing and signed by each party hereto. Any party hereto may waive any of such party's rights under this Agreement without invalidating this Agreement. Notwithstanding the same,only waivers made in writing shall be valid and enforceable. (g) In the event that any terms of this Agreement are deemed to be unenforceable, the remaining provisions of the Agreement shall still be valid to the fullest extent of the law. (h) All notices,requests, demands,claims,and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder will be deemed duly given(i)when delivered personally to the recipient,(ii)one(1)business day after being sent to the recipient by reputable overnight courier service(charges prepaid),or(iii)four(4)business days after being mailed to the recipient by certified or registered mail,return receipt requested and postage prepaid,and addressed to the intended recipient as set forth below.Any party hereto may change the address to which notices,requests,demands,claims,and other communications hereunder are to be delivered by giving the other party hereto notice in the manner herein set forth, If to Purchaser: JOHN MURDZA 1820 Boyscout Drive Fort Myers,Florida 33907 Telephone: 860-490-7001 Email:jmurdza@cox.net If to Seller Parties: MARK T.JAMIESON 3885 Radio Road Naples,Florida 34104 Telephone: 860-614-0861 Email:markjarnieson@napasunbelt.com With a copy(which will not constitute notice)to: Frank J. Aloia,Jr.,Esq. Aloia,Roland,Lubell&Morgan, PLLC 2222 Second Street Fort Myers, FL 33901 E.70, (239)791-7950 Email: faloiaAlawdefined.com("Seller's counsel") (i) The parties agree to resolve any disputes through binding arbitration in accordance with the following procedures: (j) This agreement to binding arbitration shall survive the termination of this Agreement and includes any dispute: (1) arising out of or relating in any way to this Agreement or the relationship between Seller and Purchaser, whether based in contract, tort, statute, fraud, misrepresentation or otherwise;(2)that arose either before or after this Agreement was entered or that arises after this Agreement is terminated or expires. (k) If any parry intends to seek arbitration, the party must first send to the other a written Notice of Claim("Notice") in accordance with Section 14011. The Notice must describe the dispute and state the specific relief sought. Within thirty (30) days of one party sending a Notice, representatives of the parties will meet in person for the purpose of resolving the dispute. This meeting may be in the form of a mediation with a third party neutral selected by the parties. (1) If the parties do not resolve the dispute within forty-five (45) days of receipt of the Notice, either may initiate an arbitration proceeding with the American Arbitration Association ("AAA"). The arbitration shall be administered by the AAA in accordance with the Commercial Arbitration Rules in effect at the time the arbitration is initiated. (m)Any arbitration shall proceed before one (1) arbitrator; the arbitrator shall be a licensed attorney with at least fifteen (15) years of total experience and at least ten (10) years of commercial or business litigation experience. If the parties hereto are not able to agree upon the selection of an arbitrator within seven (7) days of commencement of an arbitration proceeding by service of a demand for arbitration, a qualified and neutral arbitrator shall be selected by AAA. (n) All issues are for the arbitrator to decide, including the scope of this arbitration agreement, with the exception of issues specified in this Section 14 and issues relating to the enforceability of the arbitration agreement(those may be decided exclusively by courts in Lee County,Florida or the U.S.D.C.for the Middle District of Florida.Only reasonable,necessary, relevant, non-privileged, non-burdensome and limited scope discovery shall be permitted. Pre-hearing discovery is limited to the following: (1) production by eaei party of all documents that will be introduced at the hearing; (2)production by each party of written or recorded statements that said party intends to introduce at the hearing;(3)production by each party of all expert reports that said party will introduce at the hearing; and(4)not more than two (2) depositions for each of Seller and Purchaser. The arbitration shall be conducted as soon as practical. Any arbitration proceeding will take place in Fort Myers, Florida. The arbitrator is not authorized to award any consequential, incidental, exemplary, punitive, or special damages; the arbitrator may only award, if warranted and substantiated by evidence, the prevailing party's actual damages. Each party shall bear its own costs, fees and expenses of arbitration (with the arbitrator's fees and costs to be split evenly between Purchaser,on the one hand, and the Seller Parties,on the other hand). (o) Purchaser and Seller Parties agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Unless the parties agree otherwise, the arbitrator may not consolidate the dispute of another person with your or our dispute and may not preside over any form of a representative or class proceeding. If this specific provision of this arbitration agreement is found to be unenforceable, then the entirety of this arbitration section shall be null and void but the remainder of this Agreement shall remain valid. (p) No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation any shorter period delineated in this Agreement. However, nothing herein shall prohibit a party from seeking a restraining order or temporary injunction from a court of competent jurisdiction (with the remaining issues to be decided by arbitration as set forth herein). (q) The arbitrator shall issue a reasoned award. Judgment upon the arbitrator's award may be entered in any court having jurisdiction. The arbitration proceedings and arbitrator's award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties' respective attorneys, tax advisors and senior management and to family members of a party who is an individual. 1-14 WITNESS WHEREOF,the parties hereto have caused this instrument to be duly executed under seal on the day and year first above written. SELLER: SUNBELT AUTOMOTIVE,INC.,a Georgia Corporation _ By: Mark T. 'eson,as President/Treasurer SHAREHOLDER: By: M k T. 'eson,as 100%Shareholder PURCHASER: J&K AUTO PARTS,INC.,a Florida Corporation By: John Murdza Exhibit"C" EXHIBIT I: FEDERAL CONTRACT PROVISIONS AND ASSURANCES TO FOLLOW THIS PAGE Page 6 of 6 S L — EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) FEDERAL TRANSIT ADMINISTRATION CONTRACTOR COMPLIANCE OVERVIEW AND REQUIREMENTS The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern. Per uniform requirements of federal awards(2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract. The services performed under 49 U.S.C.5307 by the awarded Contractor shall be in compliance with all applicable grantor regulations/requirements,and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts (e.g. subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. STATUTORY AUTHORITY Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 PROGRAM OVERVIEW The Urbanized Area Formula Program, codified at 49 U.S.C. 5307 ("Section 5307"), is authorized under the provisions set forth in the Moving Ahead for Progress in the 21st Century Act(MAP-21), Public Law 112-141. FTA OVERSIGHT The COUNTY may be subject to a triennial, state management or other regularly scheduled comprehensive review to evaluate performance to determine recipient program and certification compliance. CFDA 20.507(Urbanized Area Formula Program) Smorer rrf.:FTA FY18 Carp.Review Gutde for Procurement:DOT PTA FY18 MaAtrAtrmeott GeuraUyAppttn,hle P o siou:FTA Rest Practicer Peva:remelt Oct 1016 Revised 1-4-19 FCP-1 0 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) APPLICABLE FTA PROVISIONS APPLICABLE CONTRACT CLAUSE ASSURANCE ® 1. Access to Records and Reports 0 2._Accessibility(_Americans with Disabilities Act) ❑ -3. Bonding(Construction Exceeding$250,000) -' ❑ 4. Bus Testing Certification and Report ❑ 5. Buy America Certifications>$150K/Small Purchase Waiver ® 6. Cargo Preference ❑ 7. Charter Service Operations ® 8. Civil Rights Laws and Regulations(EEO,Title VI,&ADA) ® 9. Clean Air Act and Federal Water Pollution Control Act(>$150K) ❑ 10. Contract Work Hours and Safety Standards Act(>$100,000) O 11. Copeland Anti-Kickback Act Section 1 and 2(>$2,000) ❑ 12. Davis Bacon Act(Applies to Construction>$2,000 ® 13. Debarment and Suspension>$25,000 O 14. Department of Labor EEO Conditions ® 15. Disadvantaged Business Enterprises(DBEs) Complete(2)Forms List(An) ted g � DBE Form,Bidders LJst) ❑ 16. Drug and Alcohol Testing ❑ 17. Employee Protections (Awards Involving Construction) ® 18. Energy Conservation 19. Federal Changes ® 20. Fly America ® 21. Incorporation of Federal Transit Administration (FTA)Terms ❑ 22. ITS Standards(intelligent Transportation Systems) ® 23. Lobbying(>$100,000) Certification • 24. No Federal Government Obligation to Third Parties by Use of a Disclaimer ❑ 25. Pre-Award and Post Delivery Audits of Rolling Stock Purchases certiarations ❑ 26. Patent Rights,Rights in Data and Copyrights • 27. Program Fraud and False or Fraudulent Statements and Related Acts • 28. Provisions for Resolution of Disputes, Breaches,or Other LitigatIon ® 29. Prompt Payment and Return of Retainage (49 C.F.R. part 26§12. ® 30. Recycled Products(>$10K per Year) ® 31. Safe Operation of Motor Vehicles ❑ 32. School Bus Operations ❑ 33. Seismic Safety ❑ 34. Special DOL EEO CIause for Construction Contracts>$10,000 ® 35. Special Notification Requirements for States (State Grant Provisions) ® 36. Termination Provisions>$10,000 ❑ 37. Transit Employee Protective Arrangements ® 38. Federal Privacy Act>$10,000(and Construction>$2,000 CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA FYIS Comp,Review Guide/or Procsormaa;DOT FTA FPIB Muter Aymment Generally Applicable Provisions:FTA But Noakes Procurement Oct 2016 Revised 1-4-19 FCP-2 C40 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) APPLICABLE CONTRACT PROVISIONS (1-38) — 'I ILCESTO=RECORDS-AND-REPORTS (Applies to Subcontracts at Every Tier) — - -----y - 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. 2. ACCESSIBiLiTY(ADA) Facilities to be used in public transportation service must comply with the American with Disabilities Act,42 U.S.C.§ 12101 et seq.; DOT regulations, 'Transportation Services for Individuals with Disabilities(ADA)," 49 C.F.R. part 37; and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R.part 37 the Access Board's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49 C.F.R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the ADAAG and the DOT amendments. 3. BONDING REQUIREMENTS (Applies to Subcontracts at Every Tier) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder. - Rights Reserved • In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids,or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [one hundred twenty (120)1 days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [one hundred twenty(120)1 days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of 'COUNTY's damages occasioned by such withdrawal, or refusal,or inability to enter into an agreement,or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check,Treasurer's Check, and/or Official Bank Check(excluding any income generated thereby CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA FT18 Comp.Review Guide for Procurement:DOT FTA FY18 Matter Agreement Gene oDyAppUteu•Provisions;FTA Best Practicer Procurement Oct 2016 Revised I-4-19 FCP-3 C,10 EXHIBIT |'01 FEDERAL CONTRACT PROVISIONS UFTA\ which has been retained bythe COUNTYas provided in[item x"Bid Security"of the Instructionsto Bidders]) shall prove inadequate 10 fully recompense the COUNTY for the damages occasioned b dmYeuD then the | undersigned bidder agrees to indemnify the COUNTY and pay over to the COUNTY the difference between NhebidmenuhtVond (Raoipient'n)toto|dmma0eu. uoam0ornahetheCC)UNTYwho|e. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Pe �r��n��m� ��w�n��m��n� ��m��mnmw�*s ��mn��rm�Nmm) � A contractor or vendor mhmU provide m surety bond from o surety company ha guanantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever. and in such amounts, as na4u|oed by statute or ckhmmvine as deemed necessary by the Purchasing Director, An irrevocable letter of credit from a financial institution operating within the State of Florida(or other alternative forms of surety as permitted under Florida law)may be sufficient in place of the performance bond ifao providedfor in the bid and contract documents. All such bonds or Jeffers ofcredit shall be approved aob}form by the County Attorney. A. Contractor shall provide pmrfzmaooa and Payment Bonds in the amount of 10096 of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds mhm(| be underwritten b' �nbyaoun� authohzmdtodubuu6nessintheStataofF\ohdaendothamWm�mnm�ptybho to Owner;provided, however,the surety shall meet the requirements of the Department of the Treasury Fiscal Service,'Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" Circular. This circular may be accessed vie the web at fttos://v*ww.Osca|.(reaoury.qov/fmrepods/nefisumetyBnc/c57lUILrn. Should the Contract Amount beless than$6DU,OOO,the requirements of Section 287.0A35.F.&shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor iu declared bankru[t, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall,within five(5)calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owne s approval, Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and o performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility mf the Contractor im unknown o,doubtful. The COUNTY shall determine the amount of the patent indemnity hu protect the COUNTY. Warranty wf the Work and Maintenance Bonds 1, The Contractor warrants to the COUNTY,the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not aoconforming tu these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment, 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects, The Contractor hereby Qumnanbnao the Work against defective materials or faulty workmanship for m minimum period of one (1' year after Final Payment by the COUNTY and shall replace o, repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no costto the COUNTY. CFDA20.5O7 (Urbanized Area Formula Program) S-�a n1,FT4prIN"��G-Wkfio, 'To Uww* �CP4 Revmud ]4-]9 -- EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment[as provided in Item X below],furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair - _r defective materials and faulty workmanship for a minimum-period of one(1)-year--after Final-Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%)of the CONTRACT SUM, as adjusted(if at all). 4. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score.Upon completion of the testing,the contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the recipient. 5. BUY AMERICA REQUIREMENT(Applies to Subtracts.) The contractor agrees to comply with 49 U.S.C.5323(j)and 49 C.F.R.Part 661,which provide that Federal funds may not be obligated unless steel,iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers,or software,or other such devices,which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C)and 49 C.F.R. 661.11. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The small purchase waiver is now included in 49 U.S.0 5323(j)(13) and provides that the term "small purchase"means a purchase of not more than$150,000.The small purchase waiver applies to purchases of$150,000 or less, regardless of the size of the project. Therefore, purchases made with FTA financial assistance, including capital, planning,or operating assistance, are subject to the waiver. 6. CARGO PREFERENCE REQUIREMENTS (Applies to Subcontracts) Use of United States-Flag Vessels The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board"commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material,or commodities by ocean vessel. 7. CHARTER SERVICE The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r) and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using CFDA 20.507(Urbanized Area Formula Program) Sowed ref:FTA FY18 Camp.Bellew Guide for P ocwv"en$;DOT PTA FY18 Marto Agreement GeneranyApp11,4•/e Provisions:PTA Bert Practicer Procurement Oct.2016 Revised 1-4-19 FCP-5 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under. 1.Federal transit laws,specifically 49 U.S.C. §5323(d); 2. FTA regulations,"Charter Service,"49 C.F.R.part 604; 3.Any other federal Charter Service regulations;or - - 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of ETA's Charter Service regulations,FTA may require corrective measures or impose remedies on it.These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from ETA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3.Any other appropriate remedy that may apply. The contractor should also Include the substance of this clause in each subcontract that may involve operating public transit services. 8. CIVIL RIGHTS LAWS AND REGULATIONS The following requirements apply to the underlying contract and all subcontracts at every tier: CIVIL RIGHTS AND EQUAL OPPORTUNITY 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 Federal Civil Rights laws and regulations and shall include these requirements In each subcontract entered into as part thereof. i.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. II. Race, Color, Religion, Natlonal 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. III.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. CFDA 20.507(Urbanized Area Formula Program) Sources ref.:FTA FY18 Corny.Review Guide for Pronnemau:DOT FTA FYI8!lager Agreeet at CarerallyApp1 'bJtProeistoru:FTA Hut Practices Prnaocmtat Oct 2016 Revised 1-4-19 FCP-6 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) 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. iV. 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. 9. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (Applies to Subcontracts OVER$150,000 at Every Tier) 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. 10.CONTRACT WORK HOURS AND SAFETY SANDARDS ACT (Applies to Subcontracts at Every Tier) For all contracts in excess of$100,000 that involve the employment of mechanics or laborers,the Contractor shall comply with the Contract Work Hours and Safety Standards Act(40 U.S.C.§§3701- 3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C.§3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer,including watchmen and guards, on the basis of a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is compensated at a rata of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C.§3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein,the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition,the Contractor and subcontractor shall be Iiable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, Including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be CFDA 20.507(Urbanized Area Formula Program) Sanwa ref:FTA FY18 Comp.Review Guide for Procure-1.N;DOTFTA FY18 Nader Agreement GomroUyApplir^M Poith,.,FTA Best Racticer Procurement Oct 2016 Revised 1-4-19 FCP-7 CAO EXHIBiT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and - also a clause requiring the subcontractors to include these clauses In any lower tier subcontracts.The prime - -- - Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not involving Construction The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics,including guards and watchmen,working on the contract.Such records shall contain the name and address of each such employee,social security number, correct classifications, hourly rates of wages paid,daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the Inclusion of the language of this clause within subcontracts of all tiers. • 11.COPELAND ANTI•KiCKBACK ACT For all construction contracts>$2,000,the Contractor agrees to comply with the Copeland"Anti Kickback" Act(Copeland Act)provisions.The Contractor shall also comply with the Copeland"Anti-Kickback"Act(40 U.S.C.§3145),as supplemented by DOL regulations at 29 C.F.R.part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States." The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion,or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The Copeland"Anti Kickback"Act(Copeland Act)is divided into two sections. Section 1 of the Copeland "Anti-Kickback" Act, at 18 U.S.C. § 874, prohibits anyone from inducing, by any means, any person employed on construction,prosecution,completion,or repair of a federally assisted building or work,to give up any part of his or her compensation to which he or she is otherwise entitled.Section 2 of that Act,at 40 U.S.C. §3145, and implementing DOL regulations,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States,"29 C.F.R. part 3, Imposes record keeping requirements on all third party contracts for construction, alteration, or repair exceeding $2,000. Under Appendix II to 2 C.F.R. part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, recipients'third party contracts must include a provision for compliance with the Copeland"Anti-Kickback°Act,as amended, and implementing DOL regulations. 12.DAVIS BACON ACT For all prime construction,alteration or repair contracts in excess of$2,000 awarded by FTA,the Contractor shall comply with the Davis-Bacon Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The CFDA 20.507(Urbanized Area Formula Program) Sources ref:PTA fiY18 Comp.Review G"lde jar Procurement;UOT FTA FY18 A1attQAgreanent Generally Applicable Provlrlou:FTA Bat Prattkes Havrvrtent Oct 2016 Revised 1-4-19 FCP-8 GAO EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) Contractor will comply with the Davis-Bacon Act,40 U.S.C.§§3141-3144,and 3146-3148 as supplemented by Department of Labor regulations(29 C.F.R.part 5,"Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). In accordance with the statute,the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. (1)Minimum wages-(I)All laborers and mechanics employed or working upon the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project),will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)),the full amount of wages and bona fide fringe benefits (or cash equivalents thereof)due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv)of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or Incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed,without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work Is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph(1)(ii)of this section)and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics,including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination;and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4),such a classification prevails in the area in which the work is performed. (B)if the contractor and the laborers and mechanics to be employed in the classification(if known),or their representatives,and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of CFDA 20.507(Urbanized Area Formula Program) Sawrer ref.:FTA FY18 C.V.Review Guide forProcurement;DOT PTA FY18 Harter Agreement Gene laity Applicable Prostdo :ETA BestPracdeos Procweneo0 Oct 2016 Revised 1-4-19 FCP-9 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their -- representatives, and the contracting officer do not agree on the proposed classification and wage rate - — (including the amount designated for fringe benefits,where appropriate), the contracting officer shall refer the questions,Including the views of all Interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) (B)or(C)of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate,the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv)If the contractor does not make payments to a'trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor,that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A)The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1)The work to be performed by the classification requested Is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained In the wage determination. (B)If the contractor and the laborers and mechanics to be employed in the classification(if known),or their representatives,and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits,where appropriate), the contracting officer shall refer the questions,Including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a CFDA 20.507(Urbanized Area Formula Program) Smocer ref.;FTA FYIS Camp.Rwwisw G••ld for Pray's:no D07FTA FYISMaster Agreement Gaumlly.ipplkable Prot-Giant;FTA But Practice,Pnx. c,,j Oct10/6 Revised 1-4-19 FCP-10 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v) (B)or(C)of this section,shall be paid to all workers performing work in the classification under-this-contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices,trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project),all or part of the wages required by the contract,the Collier County may, after written notice to the contractor,sponsor,applicant,or owner,take such action as may be necessary to cause the suspension of any further payment,advance,or guarantee of funds until such violations have ceased. (3)Payrolls and basic records-(i)Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937, or under the Housing Act of 1949,in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic Include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable,that the plan or program is financially responsible,and that the plan or program has been communicated In writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees,and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(I)of Regulations,29 CFR part 5.This information may be submitted In any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office,Washington,DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B)Each payroll submitted shall be accompanied by a"Statement of Compliance,"signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i)of Regulations,29 CFR part 5 and that such information is correct and complete; (2)That each laborer or mechanic(including each helper,apprentice,and trainee)employed on the contract CFDA 20.507(Urbanized Area Formula Program) Solararef.:FTA FF18 Comp.Review Gwldefor Procurement;DOT PTA F918 Master Agreement Generally Applicable Fn. ons;FTA Rest Practicer Procurement Oct 2016 Revised 1-4-19 FCP-11 onto EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; -- (3)That each laborer or mechanic has been paid not less than the applicable wage=rates and fringe benefits - --.__-or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(li)(B)of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph(a)(3)(i)of this section available for Inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available,the Federal agency may,after written notice to the contractor,sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment,advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices -Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S.Department of Labor,Employment and Training Administration,Bureau of Apprenticeship and Training,or with a State Apprenticeship Agency recognized by the Bureau,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program,who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the Job site In any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate,who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which Its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified In the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program Is approved. CFDA 20.507(Urbanized Area Formula Program) Sources ref.:FTA FYld Comp.Review Guide far Procurement DOT FTA FY11 Muter Agreement GeerallyAppllmwr Prmidone:FTA Rut Practices Proacement Oct 2016 Revised 1-4-19 FCP-12 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) (II)Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and Individually registered In a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor,Employment and Training Administration. The ratio of trainees to journeymen on the jobsiteshall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity-The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended,and 29 CFR part 30. (5)Compliance with Copeland Act requirements- The contractor shall comply with the requirements of 29 CFR part 3,which are incorporated by reference in this contract. (6)Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses In 29 CFR 5.5. (7) Contract termination: debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8)Compliance with Davis-Bacon and Related Act requirements-All rulings and Interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards-Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract.Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause Include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10)Certification of eligibility-(i)By entering Into this contract,the contractor certifies that neither it(nor he or she)nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). CFDA 20.507(Urbanized Area Formula Program) Sources ref.:FTA FY18 Comp.Review Guide for Procurement:bOT FTA FY18 Mester A greement Generally Applicable Provisions;FTA Best Practices Procurement Oct 2016 Revised 1-4-19 FCP-13 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) (ii)No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). - -- (iii)The penalty for making false statements is prescribed in the U.S. Criminal-Code, 18 U.S.C. 1001. ——- = 13. DEBARMENT AND SUSPENSION (Applies to Subcontracts of Any Tierl 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 Govemmentwide 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 AGENCY. If it Is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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. 14. DEPARTMENT OF LABOR EEO CONDITIONS The contractor shall comply, with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R.chapter 60,and(b)Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246, Relating to Equal Employment Opportunity,"42 U.S.C.§2000e note. These goals are applicable to all of the contractor's construction work(whether or not it is Federal or federally-assisted)performed in the covered area. Goals for minority participation for each trade: 17.1% Goals for female participation in each trade: 6.9% 15. DISADVANTAGED BUSINESS ENTERPRISE(Applies to Subcontracts at Every Tier) It is the policy of the Collier County Board of County Commissioners (BCC)to ensure that Disadvantaged Business Enterprises (DBE)s are defined in 49 C.F.R. part 26, have an equal opportunity to receive and participate in Department of Transportation(DOT)—assisted contracts. It is also the County's policy to: 1. Ensure nondiscrimination in the award and administration of DOT—assisted contracts; 2. Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE Program is narrowly tailored in accordance with applicable law; CFDA 20.507(Urbanized Area Formula Program) Soya ref;FTA FY18 Camp.Re.ine Glade for Procurement;DOT FTA FY18 AtartaAgreement GenerallyApptmble Provisions,FTA Bat Practicer Procu en Oct.2016 Revised 1-4-I9 FCP-14 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. Assist the development of firms that can compete successfully in the market place outside the DBE Program. - - This Contract is subject to 49 C.F.R. part 26. Therefore,the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin,gender identity or sex in the performance of this Contract.The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 In the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract,which may result in the termination of this Contract or such other remedy as the COUNTY deems appropriate. DBE Participation Far the purpose of this Contract,the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or, 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation Is 1.6%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List. Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract,the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed.Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs.These reports shall provide the following details: • DBE utilization established for the Contract; •Total value of expenditures with DBE firms for the period; •The value of expenditures with each DBE firm for the period by race and gender; CFDA 20.507(Urbanized Area Formula Program) Sources rrf.:RA FY18 C .Review Go/dela.PYunormrnr,DOT FTA FY18 Maus Agreement GenerallyAppil:Me Prortr(au:FTA Bes F:etkes Procurement Oct 2016 Revised 1-4-19 FCP-15 Cf,O EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) ! | ,Total value ofexpenditures with DBE firms from inception of the Contract; and ° The value of expenditures with each DBE finn from the inception of the Contract by race and gander. The Contractor shall not terminate DBE subcontractor(s)without the COUNTY's prior written consent,The COUNTY may provide such written consent only if the Contractor has good cause bu terminate the DBE firm. Before transmitting a request bnterminate, the Contractor shall give notice io writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractorshall give the DBE five days to respond to the notice and advise of the reasons why /t objects to the proposed termination, When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts ho find another OBEaubmontnactortusubmbtute(ortheohQina| OBE and immediately notify the COUNTY inwriting of its efforts hz replace the original DBE. These good faith efforts mhmU be directed at finding another DBE to perform at least the same amount of work under the Contract emthe DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below, RwcordikwmpUwg The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract.The records will be made available for inspection upon request by any authorized mapraamnta0veoftheC{)UNTYorDOT. This reporting requirement also extends bzany certified DBE subcontractor. 0IBE Program and Directory Information The combined statewide dirednry, identifying all firms eligible to participate aua certified DBE. maybe located ed the Florida Department of Transportation websibe. ht¢»s�//fdotxwI)U2,dot,stabm,fl,um/Equa|OppmfmnkyOffi:eBuninmnmOin»ctorV/CuotomSmorch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website bttpr//w«ww.od||erqov.nmVymur-qovarnmendd|vio|onm-f-rlPgb|in-transit'nmiqhbodhmod~enhancmnwenVgur- se.rvices-/co|+iepa,n:o'tnanmit'oaUdbe 16. DRUG AND ALCOHOL TESTING The contractor agrees to establish and implement drug and o|oohn| testing program that complies with 49CFR padG55. produce any documentation necessary hoestablish its compliance with Part 655^ and permit any authorized representative of the United States Department of Transportation or its operating administrations, the Florida Department ofTransportation, or the C(]UNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 855 and review the testing process, The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341.061, and Rule 14-90 Florida Administrative Code before January 20t"to the Public Transit & Neighborhood Enhancement Division Director. Tn certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually |nthe Federal Register. The certification will also include compliance with its adopted System Safety and Security Program Plan pursuant ho Florida Rule Chapter 14-98. 17- EMPLOYEE PROTECTIONS (AWARDS INVOLVING CONSTRUCTION) The Contractor shall comply with U,S. DOL regulations, "Recording and Reporting Occupational Injuries � and |Uneooes^^29C.F.R part 1QU4; "Occupational Safety and Health Standmrds,^20C,F.R. part 1S1V, 18. ENERGY CONSERVATION (Applies to Subcontracts at EvervTierl ^�FK�A 2W.507 (0 /k r�mm��od �ru �wrmmuUm Program) ��.. �� mw Revised 1-4'19 FCP-l6 CAO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) 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. 19. 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. 20. FLY AMERICA(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.Chapter 411. 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.) 21. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS (Applies to Subcontracts) 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 4220.1F,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, CFDA 20.507(Urbanized Area Formula Program) Somarrf.:FTA FY18 Comp.Review GurdeforPrawn-m.DOTFTAFY18MuterAgmmmentGenerallyApplicablePrasittans;PTABeatPractkesProcvrcnrntpee2016 Revised 1-4-19 FCP-17 CAO - I EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. 22. ITS STANDARDS Section 5206(e)of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat.547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 23. 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. 24.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES BY USE OF A DISCLAIMER The Contractor shall 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.The Contractor agrees to include the above clause in each subcontract financed In whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified,except to Identify the subcontractor who will be subject to its provisions 25. PRE-AWARD AND POST DELIVERY AUDITS OF ROLLING STOCK PURCHASES The Contractor agrees to comply with 49 U.S.C.§5323(m)and FTA's implementing regulation at 49 C.F.R. part 663.The Contractor shall comply with the Buy America certification(s)submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 26. PATENT RIGHTS, RIGHTS IN DATA AND COPYRIGHTS REQUIREMENTS (Applies to Subcontracts at Every Tier) Intellectual Property Rights This project is funded through a Federal award with FTA for experimental,developmental, or research work purposes.As such,certain Patent Rights and Data Rights apply to all subject data first produced In the performance of this Contract.The Contractor shall grant the COUNTY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401,"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"and any implementing regulations issued by FTA or U.S. DOT.The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall, at a minimum, include the following restrictions: Except for its own internal use,the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so,without the written consent of FTA, until such time as FTA may have either released or CFDA 20.507(Urbanized Area Formula Program) Sources rcf.:FTA FY18 Comp.Review GuWe far Procurement;DOT FTA FY18 blaster Agroount GeneraUyAppUcabk Pro is1o".r:FTA Bert Practicer Procurement Oct.2016 Revised 1-4-19 FCP-18 rO EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) approved the release of such data to the public.This restriction on publication,however,does not apply to any contract with an academic institution. For purposes of this agreement,the term"subject data" means recorded information whether or not copyrighted,and that is delivered or specified to be delivered as required by the Contract. Examples of"subject data"include, but are not limited to computer software, standards,specifications,engineering drawings and associated lists,process sheets, manuals,technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses,or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for°Federal Government Purposes,"any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government.Without the copyright owner's consent,the Federal Government may not extend its Federal license to any other party.a.Any subject data developed under the Contract,whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise,the Contractor performing experimental, developmental,or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract,or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability,including costs and expenses,resulting from any willful or Intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract.The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee,official,or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated Into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance. 27. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to subcontracts at every tier) (i)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended,31 U.S.C.§3801 et seq.and U.S. DOT regulations,"Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,or causes to be made,pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,the Federal Government reserves the right to impose the penalties CFDA 20.507(Urbanized Area Formula Program) Sources ref:FTA 1718 Comp,Review Guide for Plnaurment:DOT FTA P718Matte Agreement GencredlyApplkabfProvsion:PTA ButPme& Procurement Oct 2016 CO Revised 1-4-19 FCP-19 I EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (II)The Contractor also acknowledges that if it makes,or causes to be made,a false,fictitious,or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with - a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C.§5323(I)on the Contractor,to the extent the Federal Government deems appropriate. (ill)The Contractor agrees to Include the above two clauses in each subcontract financed in whole or In part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 28.PROVISIONS FOR RESOLTUION OF DISPUTES,BREACHES, OR OTHER LITIGATION BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts at every tier over$150,000) Disputes-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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER 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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'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. Stats. 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. 29. PROMPT PAYMENT AND RETURN OF RETAINAGE(49 C.F.R.part 26) Prompt Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract,the prime contractor agrees further to return retalnage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed.Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. 30. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases$10,000 or more of one of these items in a fiscal year,or when the cost of such items purchased during the_previous fiscal year was$10,000.) Recovered Materials.The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, CFDA 20.507(Urbanized Area Formula Program) Sources ref.;FTA FY18 Comp.liniew Guide for Fo r,',ent;DOT FTA FYIB Masser Agreement Generally Applicable Provlri FTA Best ProUiccs P otronent Oct 2016 Revised 1-4-19 FCP-20 CAO EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) 42 U.S.C. § 6962, and U.S. Environmental Protection Agency(U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. 31. SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at Every Tier) 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 agreement. 32.SCHOOL BUS OPERATIONS The contractor agrees to comply with 49 U.S.C.5323(f),and 49 C.F.R.part 604,and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses,except as permitted under. i. Federal transit laws,specifically 49 U.S.C. §5323(f); ii. FTA regulations, "School Bus Operations,"49 C.F.R. part 605; iii.Any other Federal School Bus regulations; or iv. Federal guidance,except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: i. Bar the Contractor from receiving Federal assistance for public transportation;or II. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment,vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 33. SEISMIC SAFETY REQUIREMENTS(Applies to subcontractors) The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 34.SPECIAL DEPT.OF LABOR EEO CLAUSE FOR CONSTRUCTION CONTRACTS (Applies to contracts and subcontracts>$10,000) Equal Employment Opportunity Requirements for Construction Activities.The Contractor will comply, when undertaking"construction"as recognized by the U.S. Department of Labor(U.S. DOL),with: (a)U.S. DOL regulations,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,'41 C.F.R. chapter 60, and CFDA 20.507(Urbanized Area Formula Program) Snores rrf.FTA FY18 Comp.Bellew Guldef. Procurement;DOT FTA F118dianeAgraementGoioclly Applicable Pro.irie,u:FTA RmPractices Procwe"s"1Oee2016 Revised 1-4-19 F'CP-21 CA0 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) (b)Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment,"September 24, 1965,42 U.S.C.§2000e note(30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. §2000e note. [(RA Master Agreement(24), 10-1-2017;§ 12.d(3)J 35. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES (STATE GRANT PROVISIONS) Equal Employment Opportunity:The Contractor shall not discriminate against any employee or applicant for employment because of race, age,creed,color,sex or national origin.The Agency will take affirmative action to ensure that applicants are employed,and that employees are treated during employment,without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to,the following:Employment upgrading,demotion,or transfer;recruitment or recruitment advertising;layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contractor to any benefit arising there from. Interest of Public Officials: No member, officer,or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect,in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions, Prohibits, Controls, and Labor Provisions: During the performance of this contract, the following provisions are to be included In each subcontract entered into pursuant to this contract: a)A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b)In accordance with Section 287.134, Florida Statutes,an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity, and may not transact business with any public entity. c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the County. d) Neither the County nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement In connection with the Project or any property Included or planned to be included in the Project in which any member,officer or employee of the County or the locality during tenure CFDA 20.507(Urbanized Area Formula Program) Snorm ref::PTA FY18 Comp.Review Guide for Pronurment:1)OTFTA FY16 Master Agreement GeneruttyAppUesble Promtionr;FTA Bee:Prue:Ices Proamemmq Oct 2016 Revised 1-4-19 FCP-22 CAO EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) or for two (2)years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest Is immediately disclosed to the County, the County, with prior approval of the Florida Department of Transportation,may waive the prohibition contained in this paragraph provided that any such present member,officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The County shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts,the following provision: "No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any Interest, direct or indirect, in this contract or the proceeds thereof." Inspector General Cooperation.The Parties agree to comply with Section 20.055(5), Florida Statutes,for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Employment Eligibility(Using E-Verifv) a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement;and b) Shall expressly require any contractors and subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. 36.TERMINATION PROVISIONS (Applies to Subcontracts at Every Tier In Excess of$10,000) All contracts in excess of$10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement. i. Termination for Convenience(General Provision)The COUNTY may terminate this contract,in whole or in part, at any time by written notice to the Contractor when it is in the COUNTY's best interest. The Contractor shall be paid its costs,including contract close-out costs,and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY to be paid the Contractor. If the Contractor has any property in its possession belonging to the COUNTY, the Contractor will account for the same,and dispose of it in the manner the COUNTY directs. ii. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule,or,if the contract is for services,the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the COUNTY may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor Is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the COUNTY that the Contractor had an excusable reason for not performing, such as a strike,fire, or flood,events which are not the fault of or are beyond the control of the Contractor, the COUNTY,after setting up a new delivery of performance schedule,may allow the Contractor to continue work, or treat the termination as a termination for convenience. CFDA 20.507(Urbanized Area Formula Program) Sources ref.:FTA FY18 Comp.Review Guide for Procurement;DOT FTA FY18 Honer Agreement Generally ApplicableProvirbu;FTA But Practices Procurement Oct 1016 Revised 1-4-19 FCP-23 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS(FTA) III. Opportunity to Cure (General Provision) The COUNTY in its sole discretion may, in the case of a termination for breach or default, allow the Contractor[an appropriately short period of time] in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions • If Contractor fails to remedy to COUNTY's satisfaction the breach or default of any of the terms,covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from COUNTY setting forth the nature of said breach or default, COUNTY shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude COUNTY from also pursuing all available remedies against Contractor and its sureties for said breach or default. iv. Waiver of Remedies for any Breach In the event that COUNTY elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract,such waiver by COUNTY shall not limit the COUNTY's remedies for any succeeding breach of that or of any other term,covenant,or condition of this Contract. v. Termination for Convenience(Professional or Transit Service Contracts)The COUNTY,by written notice, may terminate this contract, in whole or in part, when it is in the Government's Interest. If this contract is terminated,the COUNTY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. vi. Termination for Default(Supplies and Service)If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth In this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not In default,the rights and obligations of the parties shall be the same as if the termination had been Issued for the convenience of the COUNTY. vii. Termination for Default(Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of COUNTY goods, the Contractor shall, upon direction of the COUNTY, protect and preserve the goods until surrendered to the COUNTY or its agent. The Contractor and COUNTY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default,the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. viii. Termination for Default(Construction)If the Contractor refuses or fails to prosecute the work or any separable part,with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract,the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. in CFDA 20.507(Urbanized Area Formula Program) Source'rrf.:FTA FY78 Comp,Review Guide for Prom-resent:DOT FTA F718 Master Agreement Generally Applicable Provinces;FTA Hest Practicer Procuronrnl Oct 2016 Revised 1-4-19 FCP-24 CAO EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) this event, the COUNTY may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the COUNTY resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's - right to proceed with the work is terminated. This liability includes any increased costs incurred by the COUNTY in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- a. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include:acts of God,acts of the COUNTY, acts of another Contractor in the performance of a contract with the COUNTY, epidemics, quarantine restrictions, strikes,freight embargoes; and b. The contractor,within[10j days from the beginning of any delay, notifies the COUNTY in writing of the causes of delay. If in the judgment of the COUNTY, the delay is excusable, the time for completing the work shall be extended. The judgment of the COUNTY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it Is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the COUNTY. ix. Termination for Convenience or Default(Architect and Engineering)The COUNTY may terminate this contract in whole or in part,for the COUNTY's convenience or because of the failure of the Contractor to fulfill the contract obligations. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,extent,and effective date of the termination. Upon receipt of the notice, the Contractor shall (1)immediately discontinue all services affected (unless the notice directs otherwise), and (2)deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination Is for the convenience of the COUNTY, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations,the COUNTY may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the COUNTY. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default,the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. x. Termination for Convenience of Default (Cost-Type Contracts) The COUNTY may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the COUNTY or for the default of the Contractor. If the termination is for default,the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the COUNTY,or property supplied to the Contractor by the COUNTY. If the termination is for default, the COUNTY may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY and the parties shall negotiate the termination settlement to be paid the Contractor. CFDA 20.507(Urbanized Area Formula Program) Soa+res ref.:FTA FY18 Comp.Review Guide for Procvmnmf:DOT FTA FY18 Master Agreement Generally Applicable Pra.i:ions;FTA Best Preetlm I -,,rent Oet.2016 Revised 1-4-19 FCP-25 S EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS(FTA) If the termination is for the convenience of the COUNTY,the Contractor shall be paid its contract close-out costs,and a fee,if the contract provided for payment of a fee,in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the COUNTY determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the COUNTY, after setting up a new work schedule, may allow the Contractor to continue work,or treat the termination as a termination for convenience. 37.TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS The Contractor agrees to comply with the following protective arrangement of 49 U.S.C.§5333(b): i.U.S. DOL Certification.Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification Issued by U.S. DOL is a condition of the Contract. • Ii. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award,including its Award of federal assistance under the Tribal Transit Program.The U.S. DOL Special Warranty is a condition of the Contract. ill. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by- case determinations of the applicability of 49 U.S.C. §5333(b)for all transfers of funding authorized under title 23, United States Code(flex funds),and make other exceptions as it deems appropriate,and,in those instances,any special arrangements required by FTA will be incorporated herein as required. 38. FEDERAL PRIVACY ACT REQUIREMENTS Applicability—When a grantee maintains files on drug and alcohol enforcement activities for FTA,and those files are organized so that information could be retrieved by personal identifier,the Privacy Act requirements apply to all contracts except micropurchases ($10,000 or less, except for construction contracts over $2,000) The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1)The Contractor agrees to comply with,and assures the compliance of its employees with,the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, Including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2)The Contractor also agrees to include these requirements In each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. CFDA 20.507(Urbanized Area Formula Program) Sarrrst ref:FTA FY18 Cony.Review Guide forProcurrment:DOT FTA FYI8 Marta Agreement ComnAy ApplinWe Provision.:FTA Rut Pmcrtcea Proaorment Oct,2016 Revised 1-4-19 FCP-26 CAO EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATI.ON DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE,M/WBE or VETERAN Participation Statement S. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions . 1 GCA- 1 CAO EXHIBIT I.B GRANT CERTIFICATIONS 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(1)(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. MunAL1 NAPA 1 Name Project Name otd iv Title Project Number 301. N APA- 4527ZLR 9 Firm Tax ID Number { DUNS Number j$ZO C2jo.t$�.. — '17� � M'( LS FC... g Str - : .• -ss,City, State,Zip S. 1111"."— GCA-2 CAO EXHIBIT LB GRANT CERTIFICATIONS 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, NAQA- , 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 seg.,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 this ce . n and disclosure,if any. Signature of Contractor's Authorized Official am„VN 1-z Name of Authorized Official and Title 1°11111011 Date GCA-3 ,CAC EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification Collier County Solicitation No. O i v M U r(117..9. ,hereby certify that to the best of my knowledge,neither I nor my sp , dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also,to the best of my knowledge,no member of my household;no relative with whom I have a close relationship;no one with whom my spouse,parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I,or anyone noted above,has in any person or organization that does become involved in,o er date by,the conduct of this matter. 1/1►'1 1_►v rc‘2,4k. Name Signature Iv er 1 D/q.Doz_,..V Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C.App.),Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information.The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations.Additional disclosures of the information on this report may be made: (1)to a federal, state or Iocal law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations;(2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena;(3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4)to the National Archives and Records Administration or the General Services Administration in records management inspections;(5)to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding,if the information is relevant to the subject matter.This confidential certification will not be disclosed to any requesting person unless authorized by law.See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA-4 CAO EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COWER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT tatas wPi vervorefave statuses.MI reqsrle tine PP ME to either proi4de re).qer:statement or provide source documentation that ye kiaties a 1 statut A. PRIME VENDOR/CONTRACTOR INFORMATION FIUME NAMt P Mt FE:0 riVMEEP CONTRACT E>OLLAP,AMOUNT LC' t\.) PO' A bit VIcks.koikt_023 5. , -1D cc.‘ 5 THE PP ME ft OattO.A.CEPTIIEV OWiaSANTAGEO. PAN *NE CTiViTY OF'1MS CONTRACT'. MINO1P,T'r OP WOMEN SLIS,N15.5 ENTER PRiSE! DISE CONSTRUCTION? N DM,Mint+FrIE OP,ii4v1 4 SMALL WADS WAGED CONSULTArOte N NESS EL CEATIFIC.STION FR OS/TN!;MAU.EVSiNE5'; '1 Aor,w ,AMO4, 4 SEPVICE 015AELED i:ETEPAN' r °THEP?. C) sot,sa? v TWS WS)A IS;'ON A PENIVON 7, "f (5) FIV1;ioN Nup,tate • 6, If PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION , DEE m/WEE TiusscoNTRAcsoR csR sUPPLIER TYPE OF sYCIW Kitt ETANiCITV COVE SUB/SLIPPUER PERCENT OF(CririlTR.Ac T VETERAN NAME sPEOALTY (See 64iow) DOLLAR AMOViiiT DOLLARS • C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBmiTrER OATE TITLE OF SUISMITTEP (54.) .P Prksz rYk' WAR ADDRESS Ot PRSME ISUEM MIR) TELEPHONE NUMBER tetneiet 0-VENLA.Cb:C4l. DCA ,r\re_t NO— td D -700 k NOTE 'Ks internal ion aseo to traci,and F.toori ant cipated 06E ce MBE participation kn fedese y,,l'unced corttracss, The antic peed dtE dr amou1 is and ANN not become pa tif the contractual terms. T1-,iistcrn rrs.ts t be sueirsirttec at t 'esixime to a 50,tint/on land when awarded a County contract,the prime 411 be asked to ispdaTe the Informatc/t,or the gram cc,ntiance fjcs tTritaciTY coot ack American SA Kspano:4rnencan HA Nine*Amencan NA Arnerican SAA Asian-Pacific American APA nOrk4A,ncettv Women Ns:NV other:not of arty other group kited D.SECTION TO BE COMPLETED BY COLLIER COUNTY EPkT1.1E.N7 NissisE COL.EP,CCI,TFrArT GRAN-7 PROGRAM CONTRACT !ACCEPTED BY !DATE GCA - 5 C,40 EXHIBIT LB GRANT CERTIFICATIONS AND ASSURANCES ........____.. _ _ pip OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL COFISULTANT SERVICES 3 the p.o.iic of CO,4:Cuntif V'tv diboriwcnt4ed bu.tmellfl ti..4 .t., 'e,-,,o,r.s 0$der,'£d,,,..74.,,.:..,.:e Zf fitclqro'e e,,,7,. .•.05 IC.,4•,c- Storotes I r',.:;.mor Ptelve the op porvaliv_t,',cortxto..Tre:i-:-..,-r'.acts vi;th Poe egt'.7r,.1,:.,V.,.7.:e;Tr,-,r,r.... e, Pr me ConraQr Ptn6 Colss,st ant a i V-.i u-S--C, Pa rt---- cV1).. NI C.ic"" (• 1 x.ddress and Phose Number 3 t c)' i ( 2,-+0 Q6‘• . N,\,0s.cle_, N— "3(4 1 oy i Preburetnent fiumber;Lblvemisernerst Nynoer. The list be,.;is trytended to be a lislin:rof Firms that are or atletrohnC t0,participate*n the PrO.i,KI nunnbereceteve The Ar must ittc.k.eie the ftrrn ty..1.bing or biottrK a prtrna as.vel:as subs and Suer5 C;f4ating for pa rVtipaton. Pnrre Sontractor:and boasts:tents must previrSernformanon for Numbers 1,2,3,and 4,and,thou pro.lde any,Morrnatices tha,;hve for Numbers 3 6,7,and 5' 'vs form must be submrfted with rue b-d pa r.1a ge 1 f•?ter 8 rtis.It`,Number t5 DSE 3 Annual,:ross Re<e=bts Z f rrn Name Neo•OCE _Less than 3 1 nsf hOn 5 PheneNornber t etv.eren:1-5 mition —. 4 4.C:tress IstiMIN be rre,een 5 -10 rmtlo trto ev:ten0mli. t ot n ucon . More than 3 13 m.ton --"Tf 5 Fear firm estabilifted 1 Feoera Tax;:0,,urrter 6. 4 Def. a 31,ntwe Gross 4ece.isti .— Z. F-rni flame Nors-DE,E Less than 31 me ion --a 3. Phone .umber rsere,een 5 1-5 trgflon .---, 4. .1041t.nS eitv.oen 5 3-10 ns,-Ition E Subcontractor Be rw,eten 5 10-13 milton ...—. Surxbnsuttar A P,I.a.e than,,-.,15 metion — -- 5 f rrn E.7ta7.>13".et 1, Fesara Tax 10 Number 6 Ei CBE „: .4nn4a1 C,ro ss 4ece-pts Z. F.,rm Name Ncn-013E Le:is Than 21 mOion __... 3. Phone Number Ber4een 5 1-3 rgiOitn 4 zonress 5ehOeen 5 5-10 rtv„itiort ' 15.02crrtr act:1 Between 5 10-13 mttinyt Str,ccnrultart More/hen 5,15 moon --. 5 rear F,rm Established -- — ------ - --- --- I. f eoe.ra Tar 2'.unsber 6 b a 5 Z AnnJai Gross Peceapts Z f rrn Name r.,),-65E Less than 2 1 mr”ton —. 5 Phone NurrbeY Eet'e,ean 4 1-3 rt,!;Iti ____. 4 4.,dartV. f,..t.r,K,en;5-10 miUon --.. E 5Jbcontra are.a.en;10-15,mtilon ...... 5il=rtSultarit Moe than 4 15 rn-on 5 ),ear f 4m ErtablIsheo GCA - 6 I,CAo 7 _ EXHIBIT LB GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses --- _ Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703,Fla.Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). N P Pr- 5 . Vendor/Contractor Date 1 1 12-0z-`-{ Authorize Address ,�! �LL_S SoIicitation/Contract# GCA-7 ( Ao