#23-8110 (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 1 0 of buck
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 November 14, 2023, (Agenda Item 16.E.1) the County awarded an
Agreement No. 23-8110, "Filters for Fleet Vehicles & Equipment" 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
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5. The County hereby consents to J & K's assumption of the Agreement in order to
continue the services provided under Agreement No. 23-8110. 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)
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Assumption of Agreement No. 23-8110
IN WITNESS WHEREOF,the undersigned have eaecuied.and delivered this Assumption
Agreement effective as of the date first above written. .
ATTEST, BOARD OP COUNTY COMMISSIONERS
Crystal K.Kin } c erk COLLIER,COUNTY,FLORIDA
&Co tc • `"• .
.7 f` : +OL Attest as to Chairman s
By. . :,5 ^4r. 1411 A .
•1,5(‘ ,Deputy. Jerk By
" ; Ch a ,:Chairman
Approved as to Form and Le a ity:
By: / ----
De y Coun y Attorney
Witnesses: J & K Auto Parts, Inc. dlbfa Napa Auto
Parts of Fort Myers,FL
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Exhibit "A"
Agreement No. 23-8100
"Filters for Fleet Vehicles & Equipment"
TO FOLLOW THIS PAGE
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Assumption of Agreement No. 23-8110
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FIXED TERM SERVICE AGREEMENT
# 23-8110
for
Filters for Fleet Vechicles & Equipment
THIS AGREEMENT, made and entered into on this 1"l day of fro Ic""6cr 2023 ,
by and between Sunbelt Automotive, Inc.
authorized to do business in the State of Florida, whose business address is
3885 Radio Road, Naples, FL 34104 , (the
"Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"):
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period,
commencing F. upon the date of Board approval; or E I on and
terminating on three ( 3 )year(s)from that date or until all outstanding Purchase
Order(s) issued prior to the expiration of the Agreement period have been completed or
terminated.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for
two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the
Contractor written notice of the County's intention to renew the Agreement term prior to
the end of the Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Contractor
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon
issuance of a 0 Purchase Order ❑Notice to Proceed.
3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the
terms and conditions of LJ Request for Proposal (RFP) Invitation to Bid (ITB)
Other ( )# 23-8110 , including
all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to
herein and made an integral part of this Agreement.
EI The Contractor shall also provide services in accordance with Exhibit A — Scope of
Services attached hereto.
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3.1 This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the Parties,
in compliance with the County's Procurement Ordinance, as amended, and Procurement
Procedures in effect at the time such services are authorized.
4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of
this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price
methodology as defined in Section 4.1. Payment will be made upon receipt of a proper
invoice and upon approval by the County's Contract Administrative Agent/Project
Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local
Government Prompt Payment Act".
4.1 Price Methodology (as selected below):
(l Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks arc
transferred from the County to the contractor; and, as a business practice there arc no
satisfaction of the County's project manager before payment for the fixed price contract
is authorized.
n
time spent by the contractor's employees and subcontractors to pefform the work(number
ct (cost of
s expected
of hours worked and billing rate by—position (and not company (or subcontractor)
timekeeping or payroll rccor4c), material or equipment itveices, a other reimbursable
documentation for the project.
n Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs,
including labor, materials, equipment, overhead, etc.) for a repetitive product or service
delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The
invoice must identify the unit price and the number of units received (no contractor
inventory or cost verification).
4.2 Any County agency may obtain services under this Agreement, provided
sufficient funds are included in their budget(s).
4.3 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6) months
after completion of the Agreement. Any untimely submission of invoices beyond the
specified deadline period is subject to non-payment under the legal doctrine of "'aches"
as untimely submitted. Time shall be deemed of the essence with respect to the timely
submission of invoices under this Agreement.
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4.4 The County, or any duly authorized agents or representatives of the County, shall
have the right to conduct an audit of Contractor's books and records to verify the accuracy
of the Contractor's claim with respect to Contractor's costs associated with any Payment
Application, Change Order, or Work Directive Change.
47 Travel and
Reimbursable Expenses must be approved in advance in writing by the County. Travel
expenses shall be reimbursed as per Section 112.061 Fla. Stats.
Reimbursements shall be at the following rates:
$0744.5 perm+le
Breakfast $6.00
mac-# $1.6t
Dinner $4 9 99
---------------------Airfare Actual ticket cost limited te tourist or coach class fare
Rental car Actual rental cost limited te oempact or standard size
vehicles
Lodging Actual cost of lodging at single occupancy rate with a
cap of no more than $150.00 per night
Parking Actual cost of p k g
Taxi or Airport Limousine Actual cost of either taxi or airport limousine
items will be paid only after Contractor has previded all rooeipts. Contractor shall be
responsible for all other costs and expenses arfeeiated with activities and solicitations
undertaken pursuant to this Agreement.
5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance
of the Work. Collier County, Florida as a political subdivision of the State of Florida, is
exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida
Statutes, Certificate of Exemption # 85-8015966531 C.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or emailed to the Contractor at the following:
Company Name: Sunbelt Automotive, Inc.
Address: 3885 Radio Road
Naples, Florida 34104
Authorized Agent: JoAnn Jamieson
Attention Name &Title: Adolfo Baez, Manager
Telephone: (239) 430-6300
E-Mail(s): Adolfo.Baez@napasunbelt.com
JoAnn.Jamiesonnapasunbelt.com
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All Notices from the Contractor to the County shall be deemed duly served if mailed or
emailed to the County to:
Board of County Commissioners for Collier County, Florida
Division Name: Fleet Management Division
Division Director: John King
Address: 2901 County Barn Road
Naples, FL 34112
Administrative Agent/PM: Mario Menendez, Manager
Telephone: (239) 252-4170
E-Mail(s): Mario.Menendez@colliercountyfl.gov
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a
partnership between the County and the Contractor or to constitute the Contractor as an
agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. The County
will not be obligated to pay for any permits obtained by Subcontractors.
Payment for all such permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely responsible
for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons employed
by the Contractor.
9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect
or hereafter enacted or adopted. In the event of such violation by the Contractor or if the
County or its authorized representative shall deem any conduct on the part of the
Contractor to be objectionable or improper, the County shall have the right to suspend the
Agreement of the Contractor. Should the Contractor fail to correct any such violation,
conduct, or practice to the satisfaction of the County within twenty-four (24) hours after
receiving notice of such violation, conduct, or practice, such suspension to continue until
the violation is cured. The Contractor further agrees not to commence operation during
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the suspension period until the violation has been corrected to the satisfaction of the
County.
10. TERMINATION. Should the Contractor be found to have failed to perform his services in
a manner satisfactory to the County as per this Agreement, the County may terminate
said Agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of the
non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the
County shall be limited to that portion of the Agreement Amount earned through the date
of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions
of the services not performed.
11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin or any other class protected by federal or Florida
law.
12. INSURANCE. The Contractor shall provide insurance as follows:
A. • Commercial General Liability: Coverage shall have minimum limits of
$ 1,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability
and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply
per project. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. U Business Auto Liability: Coverage shall have minimum limits of$ 500,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. • Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of$ 500,000
for each accident.
Professional Liabilit}L Shall be maintainod by the Contractor to ensure its legal
liability for claims arising out of the performance of profcs Tonal services under this
Agreement. Contractor waives its right of recovery against County as to any claims under
this insurance. Stich insurancc shall have limits of not less than $ each
E., ❑ Cyber Liabilit ram: Coverage shall have minimum limits of $ per
claim.
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: Coverage
: Coverage
ehall have minimum limits of$ per claim/Occurrence.
: Coverage
shall have minimum limits of$ per claim/Occurrence.
Special Requirements: Collier County Board of County Commissioners, OR, Board of
County Commissioners in Collier County, OR, Collier County Government shall be listed
as the Certificate Holder and included as an "Additional Insured" on the Insurance
Certificate for Commercial General Liability where required. This insurance shall be
primary and non-contributory with respect to any other insurance maintained by, or
available for the benefit of, the Additional Insured and the Contractor's policy shall be
endorsed accordingly.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County thirty (30) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire until
the greater of: thirty (30) days prior written notice, or in accordance with policy provisions.
Contractor shall also notify County, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non-renewal or material change in
coverage or limits received by Contractor from its insurer, and nothing contained herein
shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that the Contractor is required to meet.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor
shall defend, indemnify and hold harmless Collier County, its officers and employees from
any and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Contractor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the
Contractor or anyone employed or utilized by the Contractor in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
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13.1 The duty to defend under this Article 13 is independent and separate from the duty to
indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor,
County and any indemnified party. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being provided to
Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive
the expiration or earlier termination of this Agreement until it is determined by final judgment
that an action against the County or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Fleet Management Division
15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following
component parts, all of which are as fully a part of the Agreement as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate(s), U Exhibit A Scope of Services,
Exhibit B Fee Schedule, RFP/ ITB/_Other
#23-8110 , including Exhibits, Attachments and Addenda/Addendum, n sttbsequont
quotes, and ■ Other Exhibit/Attachment: Federal Contract Provisions and Assurances .
17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to
the terms of this Agreement.
18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of County
Commissioners.
19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any employee of
the firm from contact with County staff for a specified period of time; b. Prohibition by the
individual and/or firm from doing business with the County for a specified period of time,
including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate
termination of any Agreement held by the individual and/or firm for cause.
20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Contractor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
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amended, as well as the requirements set forth in Florida Statute, §448.095; taxation,
workers' compensation, equal employment and safety including, but not limited to, the
Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law
Chapter 119, if applicable, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
Division of Communications, Government and Public Affairs
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest(c�colliercountyfl.gov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public
records required by the public agency to perform the service. If the Contractor
transfers all public records to the public agency upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,
the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon
request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
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21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful Contractor extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful Contractor.
22. PAYMENTS WITHHELD. The County may decline to approve any application for
payment, or portions thereof, because of defective or incomplete work, subsequently
discovered evidence or subsequent inspections. The County may nullify the whole or any
part of any approval for payment previously issued and the County may withhold any
payments otherwise due to Contractor under this Agreement or any other Agreement
between the County and Contractor, to such extent as may be necessary in the County's
opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party
claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of
Contractor to make payment properly to subcontractors or for labor, materials or
equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance
of the Contract Amount; (e) reasonable indication that the Work will not be completed
within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or
(g) any other material breach of the Contract Documents.
If any conditions described above are not remedied or removed, the County may, after
three (3) days written notice, rectify the same at Contractor's expense. The County also
may offset against any sums due Contractor the amount of any liquidated or unliquidated
obligations of Contractor to the County, whether relating to or arising out of this Agreement
or any other Agreement between Contractor and the County.
If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark-
up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary
of the Company and any business, corporation, partnership, limited liability company or
other entity in which the Company or Parent or a Subsidiary of the Company holds any
ownership interest, directly or indirectly.
23. It CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. At the completion of the Work,
Contractor shall remove all debris, rubbish and waste materials from and about the Project
site, as well as all tools, appliances, construction equipment and machinery and surplus
materials, and shall leave the Project site clean.
24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES.
The Contractor shall employ people to work on County projects who are neat, clean,
well-groomed and courteous. Subject to the American with Disabilities Act, Contractor
shall supply competent employees who are physically capable of performing their
employment duties. The County may require the Contractor to remove an employee it
deems careless, incompetent, insubordinate or otherwise objectionable and whose
continued employment on Collier County projects is not in the best interest of the County.
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25. [ WARRANTY. Contractor expressly warrants that the goods, materials and/or
equipment covered by this Agreement will conform to the requirements as specified, and
will be of satisfactory material and quality production, free from defects, and sufficient for
the purpose intended. Goods shall be delivered free from any security interest or other
lien, encumbrance or claim of any third party. Any services provided under this Agreement
shall be provided in accordance with generally accepted professional standards for the
particular service. These warranties shall survive inspection, acceptance, passage of title
and payment by the County.
Contractor further warrants to the County that all materials and equipment furnished under
the Contract Documents shall be applied, installed, connected, erected, used, cleaned
and conditioned in accordance with the instructions of the applicable manufacturers,
fabricators, suppliers or processors except as otherwise provided for in the Contract
Documents.
If, within one (1) year after final completion, any Work is found to be defective or not in
conformance with the Contract Documents, Contractor shall correct it promptly after
receipt of written notice from the County. Contractor shall also be responsible for and pay
for replacement or repair of adjacent materials or Work which may be damaged as a result
of such replacement or repair. These warranties are in addition to those implied
warranties to which the County is entitled as a matter of law.
26. C TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws,
ordinances, rules or regulations of any public authority having jurisdiction over the Project
requires any portion of the Work to be specifically inspected, tested or approved,
Contractor shall assume full responsibility therefore, pay all costs in connection therewith
and furnish to the County the required certificates of inspection, testing or approval. All
inspections, tests or approvals shall be performed in a manner and by organizations
acceptable to the County.
27. U .
A. Contractor shall fully protect the Work from loss or damage and shall bear the cost
of any such loss or damage until final payment has beat mode. If Contractor or
anyone for whom Contractor is legally liable k—responcible for any loss or damage
to the Work, or other work or materials of the Ceo-ety or County's separate
contractors, Contractor shall be charged with the same, and any monies necessary
to replace such loss or damage shall be deducted frem any amounts due Contractor.
B. Contractor shall not load nor permit any part of any structure to be loaded in any
manner that will endanger the structure, nor shall Contractor-subject any part of the
Work or adjacent property to stresses or pressures that will endanger-it:-
C. Contractor shall not disturb any benchmarl+eetalalie#ao4El by tt e Cettaty with respect
to the Project. If Contractor, or its subcontractefe, agents-or anyone, for whom
Contractor is legally liable, disturbs the Ce c eeftchmarks, -Contractor shall
immediately notify the County. The County shall re establish the benchmarks and
Contractor shall be liable for all costs incurred by the County associated therewith.
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28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from
specifications shall be approved in writing by the County in advance.
29. CHANGES IN THE WORK. The County shall have the right at any time during the
progress of the Work to increase or decrease the Work. Promptly after being notified of a
change, Contractor shall submit an estimate of any cost or time increases or savings it
foresees as a result of the change. Except in an emergency endangering life or property,
or as expressly set forth herein, no addition or changes to the Work shall be made except
upon modification of the Purchase Order by the County, and the County shall not be liable
to the Contractor for any increased compensation without such modification. No officer,
employee or agent of the County is authorized to direct any extra or changed work orally.
Any modifications to this Agreement shall be in compliance with the County Procurement
Ordinance and Procedures in effect at the time such modifications are authorized.
30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall
remain in effect.
31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this
Agreement in compliance with the Procurement Ordinance, as amended, and
Procurement Procedures.
32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by
this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be attended
by representatives of Contractor with full decision-making authority and by County's staff
person who would make the presentation of any settlement reached during negotiations
to County for approval. Failing resolution, and prior to the commencement of depositions
in any litigation between the parties arising out of this Agreement, the parties shall attempt
to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator
certified by the State of Florida. The mediation shall be attended by representatives of
Contractor with full decision-making authority and by County's staff person who would
make the presentation of any settlement reached at mediation to County's board for
approval. Should either party fail to submit to mediation as required hereunder, the other
party may obtain a court order requiring mediation under section 44.102, Fla. Stat.
33. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction
on all such matters.
34. n
this project shall be keowledgoable in their areas of expertise. The County reserves the
right to perform investigations as may be dccmeel eecescary to ensure that competent
persons will be utilized in the performance of the Agfeernent. The Contractor shall assign
a&signed shall be available for on amount of time adequate to meet the required service
Page 11 of 17
Fixed Term Service Agreement 12023_Ver.11
CAL)
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dates. The Contractor shall not change Key Personnel unlces thc folaewic--eeFtd+tions are
met: (1)—Proposed replacements have substantially thc same or better qualifications
and/or experience. (2)that the County is notified in writing as far in advenee-as-posciblc.
seven (7)days of thc change. The County retains final approval of proposed replacement
personnel.
for this Agreement shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that
competent persons will be utilized in the performance of thc Agreement. The Contractor
asis,
and each person assigned shall be available for an amour{ time adoq at to .. t
required services.
35. _
of any of the Contract Documents, the terms of solicitation the Contractor's Proposal,
take precedence.
• ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or
among the terms of any of the Contract Documents and/or the County's Board approved
Executive Summary, the terms of the Agreement shall take precedence over the terms of
all other Contract Documents, except the terms of any Supplemental Conditions shall take
precedence over the Agreement. To the extent any conflict in the terms of the Contract
Documents cannot be resolved by application of the Supplemental Conditions, if any, or
the Agreement, the conflict shall be resolved by imposing the more strict or costly
obligation under the Contract Documents upon the Contractor at County's discretion.
36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without the County's consent, shall be void. If Contractor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contractor has assumed toward the County.
37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as
amended. Background checks are valid for five (5) years and the Contractor shall be
responsible for all associated costs. If required, Contractor shall be responsible for the
costs of providing background checks by the Collier County Facilities Management
Division for all employees that shall provide services to the County under this Agreement.
This may include, but not be limited to, checking federal, state and local law enforcement
records, including a state and FBI fingerprint check, credit reports, education, residence
and employment verifications and other related records. Contractor shall be required to
maintain records on each employee and make them available to the County for at least
four(4)years. All of Contractor's employees and subcontractors must wear Collier County
Government Identification badges at all times while performing services on County
facilities and properties. Contractor ID badges are valid for one (1) year from the date of
Page 12 of 17
Fixed Term Service Agreement[2023 Ver.1]
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issuance and can be renewed each year at no cost to the Contractor during the time
period in which their background check is valid, as discussed below. All technicians shall
have on their shirts the name of the contractor's business.
The Contractor shall immediately notify the Collier County Facilities Management Division
via e-mail (DL-FMOPS a(�colliercountyfl.gov) whenever an employee assigned to Collier
County separates from their employment. This notification is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four (4)
hours of separation may result in a deduction of$500 per incident.
Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being
performed in any of their locations. This will be coordinated upon award of the contract. If
there are additional fees for this process, the Contractor is responsible for all costs.
38. SAFETY. All Contractors and subcontractors performing service for Collier County are
required and shall comply with all Occupational Safety and Health Administration (OSHA),
State and County Safety and Occupational Health Standards and any other applicable
rules and regulations. Also, all Contractors and subcontractors shall be responsible for
the safety of their employees and any unsafe acts or conditions that may cause injury or
damage to any persons or property within and around the work site.
Collier County Government has authorized the Occupational Safety and Health
Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way
for the purpose of inspection of any Contractor's work operations. This provision is non-
negotiable by any division/department and/or Contractor. All applicable OSHA inspection
criteria apply as well as all Contractor rights, with one exception. Contractors do not have
the right to refuse to allow OSHA onto a project that is being performed on Collier County
Property. Collier County, as the owner of the property where the project is taking place
shall be the only entity allowed to refuse access to the project. However, this decision
shall only be made by Collier County's Risk Management Division Safety Manager and/or
Safety Engineer.
(Intentionally left blank -signature page to follow)
Page 13 of 17
Fixed Term Service Agreement [2023_Ver.1]
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IN WITNESS WHEREOF, the parties hereto,by an authorized person or agent, have executed
this Agreement on the date and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA
Court and.Comptroller
(.....-7-2. ---' ---- ,..,
B By:
RICK LOCASTRO , Chairman
Dated. ti D 2 D A 1 halrYilai't•$
(SEA ).' .,3,,�ti +n-Ol f.
Sunbelt Automotive, Inc.
Contractor's Witnesses: Contractor
By: ki.-----
Contra S'gnatu 1. r
p\c Q A . azkez TTypelprint signature and titleT
TTyp int witness name
a.,...,,,,e
Contractor's Second Witnesgi
titiAaelo...
TTypeiprint witne 1
s name
3ed rro Legality:
County Attorney '
rint ame
Page 14ofV/
Fixed Tenn Service Agreement[2023_Ver.1] qO
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Exhibit A
Scope of Services
❑� following this page (containing 2 pages)
E this exhibit is not applicable
Page 15 of 17
Fixed Term Service Agreement[2023_Ver.1] CAO
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Invitation to Bid (TTB) 23-8110
"Filters for Fleet Vehicles & Equipment"
EXHIBIT A
SCOPE OF SERVICES
Collier County Fleet Management Division maintains all County-owned vehicles and equipment. In order to have
these vehicles and equipment performing at their optimum capacity, it is critical to have a reliable vendor to provide
the filters upon request.
The terms"Contractor"and"Vendor"may be used interchangeably throughout this Agreement.
DETAILED SCOPE OF WORK
.. .... ......
1.1. The list of filters provided on the Exhibit B Fee Schedule ("Fee Schedule") is based on the most common
filters used by the County and is not inclusive of all types and sizes required under this agreement. Delivery
and standard shipping costs is included in the pricing of each item,with the exception of overnight shipping
for urgent requests as outlined below. The County currently utilizes Napa Gold brand filters, and they are
listed by Napa stock number on the Fee Schedule.
1.1.1.Fixed Percentage Discount off Catalog Items listed. The fixed percentage discount shall remain firm
for the initial term of this agreement.
1.1.2.Fixed Percentage Discount off Catalog Items not listed.The County reserves the right to purchase any
product from the catalog. The fixed discount percentage shall remain firm for the initial term of this
agreement.
2. Catalog Price Adjustments
2.1. All adjusted catalog pricing must be provided to the County thirty(30)days prior to the effective date of the
price adjustment.Retroactive price adjustments are not authorized.
2.1.1. At the time of submission, one (1) copy of a new catalog price list must be provided to the County if
there are price changes.
2.1.2. If approved, the Procurement Director or designee will notify the vendor in writing with the effective
date of any approved price adjustments.The new prices will he effective on orders made by the County
after approval of the price changes.
3. Equivalents
3.1. The manufacturer's name, brand name, and/or model number are used in these specifications for the sole
purpose of establishing the minimum requirement of level of quality, standards of performance, and design
required. It is in no way intended to prohibit the use of other manufacturers' items of equal or similar material.
An equal or similar product may be used, provided that the product is found to be equal or similar in quality,
the standard of performance,design, etc.to the item specified.The Filters provided must meet or exceed the
original manufacturer's specifications. The County shall he the sole judge when determining the quality of
filters.
3.2. When an equal or similar product is used,the County may request a complete set of factory information sheets
(specifications,brochures,etc.)and may request samples to verify specifications and quality.
Page 1 of 2
Exhibit A—Scope of Services
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Invitation to Bid (ITB) 23-8110
"Filters for Fleet Vehicles & Equipment"
4. Delivery/Shipping
4.1. County stock orders, non-stock orders, as well as special order filters shall he delivered by the vendor
within twenty-four(24) hours after being ordered by the County, between the hours of 7:00 a.m. and 5:00
p.m., Monday through Friday except for County-observed holidays. If an item is not available for delivery,
then the item(s)will be shipped via standard shipping, at no additional cost to the County.
4.1.1.Urgent Requests
Urgent orders shall be delivered within four (4) hours of the order. The Fleet Management Division
shall determine when an urgent condition exists and shall notify the vendor of such. If an item is not
available for urgent delivery, then the item(s) shall be shipped via overnight delivery to the County.
The vendor may charge the County shipping/freight charges when overnight delivery is required. The
overnight charge shall be billed at cost with documentation of proof of shipping expense. The vendor
shall not establish minimum order criteria as a delivery condition on urgent requests.
4.2. The County reserves the right to purchase filters from other vendors when delivery/shipping times cannot
be met by the awarded vendor or when Original Equipment Manufacturer(OEM)filters are required.
4.3.Delivery/shipping locations will be the Collier County Government Fleet Management Department parts
rooms located at the following addresses:
• 2901 County Barn Road,Naples, Florida 34112.
• 4800 Davis Boulevard,Naples,Florida 34104.
• 402 SGT Joe Jones Road, Immokalee, FL 34142
• 8300 Radio Road,Naples,Florida 34104
4.4. Additional delivery/shipping times and locations may be requested by other governmental entities if they
purchase from this Agreement.
4.5.When stated delivery/shipping times cannot be met, the vendor shall notify the Fleet Management Division
(or another buyer) immediately. No fuel or transportation charges, or other surcharges, shall be added for
delivery. All costs and charges shall be figured into the bid submission pricing.
5. Returns
5.1. Filters found to be of inferior quality,defective, or damaged in transit shall be replaced at the expense of the
vendor. Filters ordered in error and unused by the County shall be returned to the vendor and the vendor
shall refund/credit the original purchase price to the County. No restocking fees will be charged to the
County.
Page 2 of 2
Exhibit A—Scope of Services
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^AD
Exhibit B
Fee Schedule
following this page (containing 1 pages)
Page 16 of 17
Fixed Term Service Agreement[2023 Ver.11 CAO
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Invitation to Bid (ITB)23-8110
Filters for Fleet Vechicles&Equipment
EXHIBIT B FEE SCHEDULE
Item Manufacturer Equivalent Manufacturer/DescriptIon Fixed Percentage
NAPA Part# Manufacturer Number Stock tr (If applicable) (°r6)Discount
1 7502 NAPA NAPA GOLD OIL FILTER 78%
2 1748XD NAPA NAPA GOLD OIL FILTER 78%
• 3 1372 NAPA NAPA GOLD OIL FILTER 78%
4 9883 NAPA NAPA GOLD AIR FILTER 78%
5 7151 NAPA NAPA GOLD OIL FILTER 78%
6 230266 NAPA NAPA CABIN AIR FILTER 18%
7 3763 NAPA NAPA GOLD FUEL FILTER 78%
8 9666 NAPA NAPA GOLD AIR FILTER 78%
9 3001 NAPA .NAPA GOLD FUEL FILTER 78%
10 230266 NAPA NAPA CABIN AIR FILTER 78%
11 1394 NAPA NAPA GOLD OIL FILTER 78% __
12 1348 NAPA NAPA GOLD OIL FILTER 78%
13 6438 NAPA NAPA GOLD AIR FILTER 78%
14 300458 NAPA NAPA GOLD FUEL FILTER 78%
15 6418 NAPA NAPA GOLD AIR FILTER 78%
16 3936 NAPA NAPA GOLD FUEL FILTER 78%
17 4419 NAPA NAPA CABIN AIR FILTER 78%
18 6449 NAPA NAPA GOLD FUEL FILTER 78%
19 7182 NAPA NAPA GOLD OIL FILTER 78%
20 4071 NAPA NAPA GOLD COOLANT FIL 78% _
21 7035 NAPA NAPA GOLD OIL FILTER 78%
22 1056 NAPA NAPA GOLD OIL FILTER 78%
23 3615 NAPA NAPA GOLD FUEL FILTER 78%
24 7202MP NAPA NAPA GOLD OIL FILTER 78%
25 9082 NAPA NAPA CABIN AIR FILTER 78%
26 9902 NAPA NAPA GOLD AIR FILTER 78%
27 200316 NAPA NAPA GOLD AIR FILTER 78%
28 9017 NAPA NAPA GOLD AIR FILTER 78%
29 200679 NAPA NAPA GOLD AIR FILTER 78%
30 200679 NAPA NAPA GOLD AIR FILTER 78%
31 1064 NAPA NAPA GOLD OIL FILTER 78%
32 1358 NAPA NAPA GOLD OIL FILTER 78%
33 2985 NAPA NAPA GOLD AIR FILTER 78%
34 7708 NAPA NAPA GOLD OIL FILTER 78%
35 6935 NAPA NAPA GOLD AIR FILTER 78%
36 3960XE NAPA NAPA GOLD FUEL NITER 78%
37 4068 NAPA NAPA CABIN AIR FILTER 78%
38 600568 NAPA NAPA GOLD FUEL FILTER 78%
39 9154 NAPA NAPA GOLD AIR FILTER - 78%
40 600122 NAPA NAPA GOLD FUEL FILTER 78%
41 1365 NAPA NAPA GOLD OIL FILTER 78%
42 77505 NAPA NAPA GOLD OIL FILTER 78%
43 7317 NAPA NAPA GOLD OIL FILTER 78%
44 3011 NAPA NAPA GOLD FUEL FILTER 78%
45 230266 NAPA NAPA CABIN AIR FILTER 78%
46 4006 NAPA NAPA GOLD FUEL FILTER 78%
47 500428 NAPA NAPA GOLD AIR FILTER 78%
48 600149 NAPA NAPA GOLD FUEL FILTER 78%
49 200316 NAPA NAPA GOLD AIR FILTER _ 78%
50 4466 NAPA NAPA CABIN AIR FILTER 78%
51 1334 NAPA NAPA GOLD OIL FILTER 78%
52 6489 NAPA NAPA GOLD AIR FILTER 78%
53 2809 NAPA NAPA GOLD AIR FILTER 78% CAO
1 of 2 AO
S
54 3966 NAPA NAPA GOLD FUEL FILTER 78%
55 7259 NAPA NAPA GOLD OIL FILTER 78%
56 7430 NAPA NAPA GOLD OIL FILTER 78%
57 7503 NAPA NAPA GOLD OIL FILTER 78%
58 9161 NAPA NAPA CABIN AIR FILTER 78%
59 1553 NAPA NAPA HYDRAULIC FILTER 78%
60 2611 NAPA NAPA GOLD AIR FILTER 78%
61 3002 NAPA NAPA GOLD FUEL FILTER 78%
62 3965 NAPA NAPA GOLD FUEL FILTER 78%
63 5652 NAPA NAPA GOLD AIR FILTER 78%
64 7076 NAPA NAPA GOLD OIL FILTER 78%
65 1551 NAPA NAPA HYDRAULIC FILTER 78%
66 6490 NAPA NAPA GOLD AIR FILTER 78%
67 230084 •NAPA NAPA CABIN AIR FILTER 78%.
68 550160 NAPA NAPA CABIN AIR FILTER 78%
69 2443 NAPA NAPA GOLD AIR FILTER 78%
70 3243 NAPA NAPA GOLD FUEL FILTER 78%
71 3830 NAPA NAPA GOLD FUEL FILTER 78% _
72 4029 NAPA NAPA GOLD FUEL FILTER 78%
73 6672 NAPA NAPA GOLD AIR FILTER 78%
74 7356 NAPA NAPA GOLD OIL FILTER 78%
75 200048 NAPA NAPA GOLD AIR FILTER 78%
76 200095 NAPA NAPA GOLD AIR FILTER 78%
77 200832 NAPA NAPA GOLD AIR FILTER 78%
78 500804 NAPA NAPA GOLD AIR FILTER 78%
79 500925 NAPA NAPA GOLD AIR FILTER 78%
80 3752 NAPA NAPA GOLD FUEL FILTER 78%
81 1311 NAPA NAPA GOLD OIL FILTER 78%
82 1759 NAPA NAPA GOLD OIL FILTER 78%
83 2444 NAPA NAPA GOLD AIR FILTER 78%
84 9560 NAPA NAPA GOLD AIR FILTER 78%
85 3700 NAPA NAPA GOLD FUEL FILTER 78%
86 7137 NAPA NAPA GOLD OIL FILTER 78%
87 7669 NAPA NAPA GOLD OIL FILTER 78%
88 7701 NAPA NAPA GOLD OIL FILTER 78%
89 9462 NAPA NAPA GOLD AIR FILTER 78%
90 400043 NAPA NAPA HYDRAULIC FILTER — 78%
91 550186 NAPA NAPA CABIN AIR FILTER 78%
92 550188 NAPA NAPA CABIN AIR FILTER 78%
93 600176 NAPA NAPA GOLD FUEL FILTER 78%
94 7176099 N/A N/A N/A
95 FA1902 NAPA 9902 NAPA GOLD AIR FILTER 78%
96 400109 NAPA NAPA GOLD OIL FILTER 78%
97 1361 NAPA NAPA GOLD OIL FILTER 78%
98 3740 NAPA NAPA GOLD FUEL FILTER 78%
99 7214 NAPA NAPA GOLD OIL FILTER 78%
100 9463 NAPA NAPA GOLD AIR FILTER 78%
101 For items not listed above please provide a fixed percentage discount off the entire catalog. 78%
Fixed percentage discount off catalog items shall remain firm for the initial term of this Agreement
Catalog Price-A catalog must be provided to substantiate pricing.
A 2%discount will also be applied per invoice for Collier County Fleet
Page 2 of 2 CAO
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Other Exhibit/Attachment
Description:
Federal Contract Provisions and Assurances
U following this page (containing 7 pages)
[ I this exhibit is not applicable
Page.17of17
Fixed Term Service Agreement[2023_Ver.l]
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
Acceptance of FEDERAL Clauses
Federal Transit Administration
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law
requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of
federal awards(2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract(including a
purchase order).
ACCESS TO RECORDS AND REPORTS(Applies to Subcontracts at every tier)
a. Record Retention. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and
readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents,
reports,statistics,sub-agreements,leases,subcontracts,arrangements,other third-party agreements of any type,and
supporting materials related to those records.
b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2
C.F.R.§200.333.The Contractor shall maintain all books, records,accounts and reports required under this Contract
for a period of at not less than three(3)years after the date of termination or expiration of this Contract, except in the
event of litigation or settlement of claims arising from the performance of this Contract,in which case records shall be
maintained until the disposition of all such litigation, appeals,claims or exceptions related thereto.
c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and
audit records and information related to performance of this contract as reasonably may be required.
d. Access to the Sites of Performance.The Contractor agrees to permit FTA and its contractors access to the sites of
performance under this contract as reasonably may be required.
CLEAN AIR AND WATER POLLUTION CONTROL ACTS
The Contractor agrees:
1)It will not use any violating facilities;
2)It will report the use of facilities placed on or likely to be placed on the U.S.EPA"List of Violating Facilities;"
3)It will report violations of use of prohibited facilities to FTA;and
4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§7401 —
7671q);and the Federal Water Pollution Control Act as amended,(33 U.S.C.§§ 1251-1387).
5) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in
whole or in part with Federal assistance provided by FTA.
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor shall comply and
facilitate compliance with U.S. DOT regulations,"Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200,
which adopts and supplements the U.S. Office of Management and Budget(U.S. OMB) "Guidelines to Agencies on
Governmentwide Debarment and Suspension (Nonprocurement),"2 C.F.R. part 180.These provisions apply to each
contract at any tier of$25,000 or more,and to each contract at any tier for a federally required audit(irrespective of the
contract amount),and to each contract at any tier that must be approved by an FTA official Irrespective of the contract
amount. As such,the Contractor shall verify that its principals,affiliates,and subcontractors are eligible to participate
in this federally funded contract and are not presently declared by any Federal department or agency to be:
a)Debarred from participation in any federally assisted Award;
b)Suspended from participation in any federally assisted Award;
c)Proposed for debarment from participation in any federally assisted Award;
d)Declared ineligible to participate in any federally assisted Award;
e)Voluntarily excluded from participation in any federally assisted Award;or
f)Disqualified from participation in ay federally assisted Award.
By signing and submitting its bid or proposal,the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by the COUNTY. If it is later determined
by the COUNTY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies
available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180,
subpart C, as supplemented by 2 C.F.R.part 1200,while this offer is valid and throughout the period of any contract
that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance
in is lower tierosr- -
FEDERAL PROVISIONS-1
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t
Cif)
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
DOMESTIC PREFERENCE FOR PROCUREMENTS
a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition,or use of goods, products, or
materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). The requirements of this section must be included in all subawards including all contracts
and purchase orders for work or products under this award. (b) For purposes of this section: (1) "Produced in the
United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage
through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and
construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer
based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and
lumber.
ENERGY CONSERVATION(Applies to subcontracts at every tier)The contractor agrees to comply with mandatory
standards and policies relating to energy efficiency which are contained in the state energy conservation plan Issued
in compliance with the Energy Policy and Conservation Act.
FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations,policies,procedures and
directives,including without limitation those listed directly or by reference in the Master Agreement between Purchaser
and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's
failure to so comply shall constitute a material breach of this contract.
FEDERAL TAX LIABILITY AND FELONY CONVICTIONS
(1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a
certification that the Contractor—(A)Does not have any unpaid Federal tax liability that has been assessed, for which
all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely
manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B) Was not
convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor
cannot so certify, the County agrees to refer the matter to the FTA and not to enter into any agreement with the
Contractors without FTA's written approval. (2)The County agrees to require all Contractors to flow this requirement
down to participants at all lower tiers,without regard to the value of any subagreement.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS
The preceding provisions include,in part,certain Standard Terms and Conditions required by DOT,whether or not
expressly set forth in the preceding contract provisions.All contractual provisions required by DOT,as set forth in FTA
Circular 4220.1F,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,or refuse to comply with any COUNTY requests which
would cause the COUNTY to be in violation of the FTA terms and conditions.
LOBBYING
Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20,
"New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall
also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on
its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352.
Such disclosures are forwarded from tier to tier up to the recipient.
Executive lobbying costs, Costs incurred in attempting to improperly influence either directly or indirectly, an employee
or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award
or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a
Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis
other than the merits of the matter.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES(Applies to subcontracts at every tier)
(1) The County and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written consent
by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any
obligations or liabilities to the Recipient,Contractor,or any other party(whether or not a party to that contract)pertaining
to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause In each subcontract financed in whole or in part with Federal
FEDERAL PROVISIONS-2
CAC
(A)
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the
subcontractor who will be subject to Its provisions.
PROCUREMENT OF RECOVERED MATERIALS(1) In the performance of this contract, the Contractor shall make
maximum use of products containing recovered materials that are EPA-designated items unless the product cannot
be acquired—i.Competitively within a timeframe providing for compliance with the contract performance schedule;
Meeting contract performance requirements;or iii.At a reasonable price.(2)Information about this requirement,along
with the list of EPA-designate items, is available at EPA's Comprehensive Procurement Guidelines web site,
https://www.epa.eov/smm/comprehensive-procurement-guideline-cp4-program
PROGRAM FRAUD OR FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The contractor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract."
NOTIFICATION TO FTA
If a current or prospective legal matter that may affect the Federal Government emerges, the County must promptly
notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the County is located. The Recipient
must include a similar notification requirement in its Third Party Agreements and must require each Third Party
Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a "covered
transaction"according to 2 C.F.R.§§180.220 and 1200.220.
(1)The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default,
litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any
reason.
(2)Matters that may affect the Federal Government Include, but are not limited to, the Federal Government's interests
in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government's
administration or enforcement of federal laws,regulations,and requirements.
(3)The County must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional
Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or
abuse occurring on a Project receiving assistance from FTA.The notification provision applies if a person has or may
have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq.,or has or may have committed a
criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar
misconduct.This responsibility occurs whether the Project is subject to this Agreement or another agreement between
the Recipient and FTA,or an agreement involving a principal, officer,employee, agent, or Third-Party Participant of the
Recipient.It also applies to subcontractors at any tier.Knowledge,as used in this paragraph,includes, but is not limited
to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative
agency,a criminal indictment or civil complaint,or probable cause that could support a criminal indictment,or any other
credible information in the possession of the Recipient.
DHS SEAL, LOGO,AND FLAGS
The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency
officials without specific FTA pre-approval.
TRAFFICKING IN PERSONS
The contractor agrees that it and its employees that participate in the Recipient's Award,may not: (a)Engage in severe
forms of trafficking in persons during the period of time that the Recipient's Award is in effect; (b)Procure a commercial
sex act during the period of time that the Recipient's Award is in effect;or (c)Use forced labor in the performance of
the Recipient's Award or subagreements thereunder.
SAFE OPERATION OF MOTOR VEHICLES Seat Belt Use The Contractor is encouraged to adopt and promote on-
the-job seat belt use policies and programs for its employees and other personnel that operate company-owned
vehicles, company rented vehicles, or personally operated vehicles. The terms "company-owned" and "company-
leased"refer to vehicles owned or leased either by the Contractor or Agency.Distracted Driving The Contractor agrees
to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to
ban text messaging while using an electronic device supplied by an employer,and driving a vehicle the driver owns or
rents,a vehicle Contactor owns,leases,or rents,or a privately-owned vehicle when on official business in connection
with the work performed under this Contract.
TERMINATION (Applies to subcontracts at every tier in excess of $10,000) Unless otherwise provided in this
contract,should the Contractor be found to have failed to perform his services in a manner satisfactory to the County
as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this
Agreement for convenience with a thirty(30)day written notice.The County shall be sole judge of non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to
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that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to
any other or further recovery against the County,including, but not limited to,any damages or any anticipated profit on
portions of the services not performed.
CIVIL RIGHTS LAWS AND REGULATIONS (Applies to subcontracts at every tier) The COUNTY is an Equal
Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and
implementing regulations.Apart from inconsistent requirements imposed by Federal laws or regulations,the COUNTY
agrees to comply with the requirements of 49 U.S.C.§5323(h)(3) by not using any Federal assistance awarded by
FTA to support procurements using exclusionary or discriminatory specifications.
Under this Agreement,the Contractor shall at all times comply with the following requirements and shall include these
requirements in each subcontract entered into as part thereof.
1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will
not discriminate against any employee or applicant for employment because of race,color,religion,national origin,sex,
disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
2. Race,Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act,as amended,42
U.S.C.§2000e et seq.,and Federal transit laws at 49 U.S.C.§5332,the Contractor agrees to comply with all applicable
equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and
Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment,"September 24, 1965,42 U.S.C.
§2000e note,as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C.§2000e
note.The Contractor agrees to take affirmative action to ensure that applicants are employed,and that employees are
treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual
orientation and gender identity). Such action shall include,but not be limited to,the following:employment, promotion,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
3.Age. In accordance with the Age Discrimination in Employment Act,29 U.S.C.§§621-634, U.S.Equal Employment
Opportunity Commission (U.S. EEOC)regulations,"Age Discrimination in Employment Act,'29 C.F.R.part 1625,the
Age Discrimination Act of 1975,as amended,42 U.S.C.§6101 et seq.,U.S.Health and Human Services regulations,
"Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R.
part 90,and Federal transit law at 49 U.S.C.§5332,the Contractor agrees to refrain from discrimination against present
and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C.§794, the
Americans with Disabilities Act of 1990,as amended,42 U.S.C.§12101 et seq.,the Architectural Barriers Act of 1968,
as amended,42 U.S.C.§4151 et seq.,and Federal transit law at 49 U.S.C.§5332,the Contractor agrees that it will
not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Transportation by Ocean Vessel or Air(as applicable)
FLY AMERICA REQUIREMENTS(Applies to subcontracts)
The Contractor agrees to comply with the following:
a)Definitions.As used in this clause--
. "International air transportation"means transportation by air between a place in the United States and a place
outside the United States or between two places both of which are outside the United States.
• "United States"means the 50 States,the District of Columbia,and outlying areas.
• "U.S.-flag air carrier"means an air carrier holding a certificate under 49 U.S.C.Chapter411.
b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive
Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors,recipients,and others use U.S.-flag air
carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or
property, to the extent that service by those carriers is available. It requires the Comptroller General of the United
States,in the absence of satisfactory proof of the necessity for foreign-flag air transportation,to disallow expenditures
from funds, appropriated or otherwise established for the account of the United States, for international air
transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for International air
transportation of personnel(and their personal effects)or property.
d)In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation,
the Contractor shall include a statement on vouchers involving such transportation essentially as follows:
Statement of Unavailability of U.S.-Flag Air Carriers
International air transportation of persons(and their personal effects)or property by U.S.-flag air
carrier was not available or it was necessary to use foreign-flag air carrier service for the following
reasons. See FAR§47.403.(State reasons]:
e) The Contractor shall include the substance of this clause,including this paragraph(e),in each subcontract or
purchase under this contract that may involve international air transportation.
CARGO PREFERENCE REQUIREMENTS(Applies to subcontracts)Use of United States-Flag Vessels—
The contractor agrees:
a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage
(computed separately for dry bulk carriers,dry cargo liners,and tankers)involved,whenever shipping any equipment,
material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and
reasonable rates for United States-Flag commercial vessels;
b.to furnish within 20 working days following the date of loading for shipments originating within the United States or
within 30 working days following the date of leading for shipments originating outside the United States,a legible copy
of a rated,"on-board"commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding
paragraph to the Division of National Cargo,Office of Market Development,Maritime Administration,Washington,DC
20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.);and
c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve
the transport of equipment,material,or commodities by ocean vessel.
Certification
On behalf of my firm,I acknowledge,the grant requirements identified in this document.
Vendor/Contractor Name �^`bGW /41-1-0M4974`e-
Date
Signature — ��
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COLLIER COUNTY
Certification Regarding Debarment, Suspension, and Other Responsibility Matters
_Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and
its principals:
(a) Are not presently debarred, suspended, proposed-for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State or
• , local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
• destruction of records, making false statements, or receiving stolen property;
' (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity'(Federal, State or local) with commission of any of the offenses enumerated in
paragraph (I)(b) of this certification; and
(d) Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State or local)terminated for cause or default.
(2) Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
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Tit e Tax ID Number
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Street Address, City, State, Zip •
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COLLIER COUNTY 4~
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, , 11Y,uf./,jigli f, 1>-tG , certifies or affirms the truthfulness and accuracy of
each statement of its certification and disclosure, if any. In addition, the Contractor understands and
agrees that the provisions of 31 U.S.C. § 3801 et seq.,apply to this certification and disclosure,if any.
In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply
to th' c ion and disclosure,if any.
n _Signature of Contractor's Authorized Official
G!uC l,--r/rn4..CZ Name of Authorized Official and Title
Date
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Exhibit "B"
Asset Purchase Agreement between Sunbelt Automotive, Inc. and .I & K Auto Parts, Inc.
TO FOLLOW THIS PAGE
Page 5 of 6
Assumption of Agreement No. 23-8110
1
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").
WITNESETH:
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 T 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."Acquired 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"Inventory");
(ii) All usable furniture,fixtures,equipment and signage(the"FF&E")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"Computer Equipment")listed on the schedules to be
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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(a),including,but not
limited to,the following:
(i) all cash(),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, "Actions"
and each, an "Action");
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(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 Thousand 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 after 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($350,000.00)•
(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 CAO
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 axe 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 11,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 12:01 a.m. Eastern Time on SEPTEMBER 3,2024, but
with an effective date of S ptember 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 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 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, CAO
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.
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(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
C70)„_
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
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 the 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.
S
(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
51,000,000/$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 J 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:
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(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(o) (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(a).
(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(a)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
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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 of 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(b1 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 rights,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 terminated 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 mariner herein set
forth.
If to Purchaser: JOHN MURDZA
1820 Boyscout Drive
Fort Myers,Florida 33907
Telephone: 860-490-7001
Email:jmurd7R@cox.net
If to Seller Parties: MARK T.JAMIESON
3885 Radio Road
Naples,Florida 34104
Telephone: 860-614-0861
Email:mark.jamieson@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
CRC
(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 party intends to seek arbitration, the party must first send to the other a written Notice
of Claim ("Notice") in accordance with Section 14(h). 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.
(l) 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 each 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.
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(p) No demand for arbitration may be made after the date when the institution of legal or equitable
proceedings based on sucb 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.
IN 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 AUTOMOITVE,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
(CAO
Exhibit "C"
EXHIBIT I: FEDERAL CONTRACT PROVISIONS AND ASSURANCES
TO FOLLOW THIS PAGE
Page 6 of 6
Assumption of Agreement No. 23-8110
�Cfi�
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
Acceptance of FEDERAL Clauses
Federal Transit Administration
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law
requires that the Applicants contracts relating to the project include certain provisions. Per uniform requirements of
federal awards(2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract(including a
purchase order).
ACCESS TO RECORDS AND REPORTS(Applies to Subcontracts at every tier)
a. Record Retention. The Contractor will retain and will require Its subcontractors of all tiers to retain, complete and
readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents,
reports,statistics,sub-agreements,leases, subcontracts,arrangements,other third-party agreements of any type,and
supporting materials related to those records.
b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2
C.F.R.§200.333.The Contractor shall maintain all books,records, accounts and reports required under this Contract
for a period of at not less than three(3)years after the date of termination or expiration of this Contract,except in the
event of litigation or settlement of claims arising from the performance of this Contract,In which case records shall be
maintained until the disposition of all such litigation,appeals,claims or exceptions related thereto.
c.Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and
audit records and Information related to performance of this contract as reasonably may be required.
d.Access to the Sites of Performance.The Contractor agrees to permit FTA and its contractors access to the sites of
performance under this contract as reasonably may be required.
CLEAN AIR AND WATER POLLUTION CONTROL ACTS
The Contractor agrees:
1)It will not use any violating facilities;
2)It will report the use of facilities placed on or likely to be placed on the U.S.EPA'List of Violating Facilities:*
3)It will report violations of use of prohibited facilities to FTA;and
4)It will comply with the inspection and other requirements of the Clean Air Act, as amended,(42 U.S.C. §§7401 —
7671q);and the Federal Water Pollution Control Act as amended,(33 U.S.C.§§1251-1387).
5)The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in
whole or in part with Federal assistance provided by FTA.
DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor shall comply and
facilitate compliance with U.S. DOT regulations,'Nonprocurement Suspension and Debarment,'2 C.F.R. part 1200,
which adopts and supplements the U.S. Office of Management and Budget(U.S. OMB)"Guidelines to Agencies on
Governmentwide Debarment and Suspension(Nonprocurement),'2 C.F.R. part 180.These provisions apply to each
contract at any tier of$25,000 or more,and to each contract at any tier for a federally required audit(irrespective of the
contract amount),and to each contract at any tier that must be approved by an FTA official irrespective of the contract
amount.As such,the Contractor shall verify that its principals, affiliates,and subcontractors are eligible to participate
In this federally funded contract and are not presently declared by any Federal department or agency to be:
a)Debarred from participation in any federally assisted Award;
b)Suspended from participation in any federally assisted Award;
c)Proposed for debarment from participation in any federally assisted.Award;
d)Declared Ineligible to participate in any federally assisted Award;
e)Voluntarily excluded from participation in any federally assisted Award;or
f)Disqualified from participation in ay federally assisted Award.
By signing and submitting its bid or proposal,the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by the COUNTY. If it is later determined
by the COUNTY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies
available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment,The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180,
subpart C, as supplemented by 2 C.F.R. part 1200,while this offer is valid and throughout the period of any contract
that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance
in rig IowprtiPr couprpd transactions
FEDERAL PROVISIONS-1
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
DOMESTIC PREFERENCE FOR PROCUREMENTS
a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products,or
materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). The requirements of this section must be included in all subawards including all contracts
and purchase orders for work or products under this award. (b) For purposes of this section: (1)"Produced in the
United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage
through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and
construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer
based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber, and
lumber.
ENERGY CONSERVATION(Applies to subcontracts at every tier)The contractor agrees to comply with mandatory
standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued
in compliance with the Energy Policy and Conservation Act.
FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations,policies,procedures and
directives,Including without limitation those listed directly or by reference in the Master Agreement between Purchaser
and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's
failure to so comply shall constitute a material breach of this contract.
FEDERAL TAX LIABILITY AND FELONY CONVICTIONS
(1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a
certification that the Contractor—(A)Does not have any unpaid Federal tax liability that has been assessed,for which
all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid In a timely
manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B) Was not
convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor
cannot so certify, the County agrees to refer the matter to the FTA and not to enter into any agreement with the
Contractors without FTA's written approval. (2)The County agrees to require all Contractors to flow this requirement
down to participants at all lower tiers,without regard to the value of any subagreement.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS
The preceding provisions include,in part,certain Standard Terms and Conditions required by DOT,whether or not
expressly set forth in the preceding contract provisions.All contractual provisions required by DOT,as set forth In FTA
Circular 4220.1F,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,or refuse to comply with any COUNTY requests which
would cause the COUNTY to be in violation of the FTA terms and conditions.
LOBBYING
Contractors who apply or bid for an award of S100,000 or more shall file the certification required by 49 CFR part 20,
"New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U,S.C. 1352. Each tier shall
also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on
its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352.
Such disclosures are forwarded from tier to tier up to the recipient.
Executive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly,an employee
or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award
or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to Induce a
Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis
other than the merits of the matter.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES(Applies to subcontracts at every tier)
(1) The County and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written consent
by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any
obligations or liabilities to the Recipient,Contractor,or any other party(whether or not a party to that contract)pertaining
to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or In part with Federal
FEDERAL PROVISIONS-2
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the
subcontractor who will be subject to its provisions.
PROCUREMENT OF RECOVERED MATERIALS (1) In the performance of this contract, the Contractor shall make
maximum use of products containing recovered materials that are EPA-designated items unless the product cannot
be acquired—i.Competitively within a timeframe providing for compliance with the contract performance schedule;ii.
Meeting contract performance requirements;or iii.At a reasonable price.(2)Information about this requirement,along
with the list of EPA-designate items, is available at EPA's Comprehensive Procurement Guidelines web site,
https:/lwww.epa.00v/smmlcomprehensive-procurement-guideline-cpo-program
PROGRAM FRAUD OR FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The contractor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.'
NOTIFICATION TO FTA
If a current or prospective legal matter that may affect the Federal Government emerges, the County must promptly
notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the County is located. The Recipient
must include a similar notification requirement in its Third Party Agreements and must require each Third Party
Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a"covered
transaction'according to 2 C.F.R.§§180.220 and 1200.220.
(1)The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default,
litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any
reason.
(2)Matters that may affect the Federal Government include, but are not limited to, the Federal Government's interests
in the Award,the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government's
administration or enforcement of federal laws,regulations,and requirements.
(3)The County must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional
Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or
abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may
have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has or may have committed a
criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar
misconduct,This responsibility occurs whether the Project is subject to this Agreement or another agreement between
the Recipient and FTA,or an agreement involving a principal,officer, employee,agent, or Third-Party Participant of the
Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph,Includes,but is not limited
to, knowledge of a criminal or civil investigation by a Federal, state, or focal law enforcement or other investigative
agency,a criminal indictment or civil complaint, or probable cause that could support a criminal indictment,or any other
credible information in the possession of the Recipient.
DHS SEAL,LOGO,AND FLAGS
The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency
officials without specific FTA pre-approval.
TRAFFICKING IN PERSONS
The contractor agrees that it and its employees that participate in the Recipient's Award,may not: (a)Engage in severe
forms of trafficking in persons during the period of time that the Recipient's Award is in effect; (b)Procure a commercial
sex act during the period of time that the Recipient's Award is in effect;or (c)Use forced labor in the performance of
the Recipient's Award or subagreements thereunder.
SAFE OPERATION OF MOTOR VEHICLES Seat Belt Use The Contractor is encouraged to adopt and promote on-
the-job seat belt use policies and programs for its employees and other personnel that operate company-owned
vehicles, company rented vehicles, or personally operated vehicles. The terms "company-owned' and "company-
leased'refer to vehicles owned or leased either by the Contractor or Agency.Distracted Driving The Contractor agrees
to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers,including policies to
ban text messaging while using an electronic device supplied by an employer,and driving a vehicle the driver owns or
rents,a vehicle Contactor owns,leases, or rents,or a privately-owned vehicle when on official business in connection
with the work performed under this Contract.
TERMINATION (Applies to subcontracts at every tier in excess of$10,000} Unless otherwise provided in this
contract, should the Contractor be found to have failed to perform his services in a manner satisfactory to the County
as per this Agreement,the County may terminate said Agreement for cause; further the County may terminate this
Agreement for convenience with a thirty(30)day written notice.The County shall be sole judge of non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to
FEDERAL PROVISIONS-3
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to
any other or further recovery against the County,including,but not limited to,any damages or any anticipated profit on
portions of the services not performed.
CIVIL RIGHTS LAWS AND REGULATIONS (Applies to subcontracts at every tier) The COUNTY Is an Equal
Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights lays and
implementing regulations.Apart from inconsistent requirements imposed by Federal laws or regulations,the COUNTY
agrees to comply with the requirements of 49 U.S.C. §5323(h)(3) by not using any Federal assistance awarded by
FTA to support procurements using exclusionary or discriminatory specifications.
Under this Agreement,the Contractor shall at all times comply with the following requirements and shall include these
requirements in each subcontract entered into as part thereof.
1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. §5332, the Contractor agrees that it will
not discriminate against any employee or applicant for employment because of race,color,religion,national origin,sex,
disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
2. Race,Color,Religion, National Origin,Sex.In accordance with Title VII of the Civil Rights Act,as amended, 42
U.S.C.§2000e et seq.,and Federal transit laws at 49 U.S.C.§5332,the Contractor agrees to comply with all applicable
equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and
Executive Order No.11246,"Equal Employment Opportunity in Federal Employment,"September 24,1965,42 U.S.C.
§2000e note,as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S,C.§2000e
note.The Contractor agrees to take affirmative action to ensure that applicants are employed,and that employees are
treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual
orientation and gender identity). Such action shall include,but not be limited to,the following:employment, promotion,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
3.Age.In accordance with the Age Discrimination in Employment Act,29 U.S.C.§§621-634, U.S.Equal Employment
Opportunity Commission(U.S. EEOC)regulations,'Age Discrimination in Employment Act,`29 C.F.R. part 1625,the
Age Discrimination Act of 1975,as amended,42 U.S.C.§6101 et seq.,U.S. Health and Human Services regulations,
°Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,*45 C.F.R.
part 90,and Federal transit law at 49 U.S.C,§5332,the Contractor agrees to refrain from discrimination against present
and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C.§ 794,the
Americans with Disabilities Act of 1990,as amended,42 U.S.C.§12101 et seq.,the Architectural Barriers Act of 1968,
as amended,42 U.S.C.§4151 et seq.,and Federal transit law at 49 U.S.C. §5332,the Contractor agrees that it will
not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any
implementing requirements FTA may Issue.
FEDERAL PROVISIONS-4
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Transportation by Ocean Vessel or Air las applicable)
FLY AMERICA REQUIREMENTS(Applies to subcontracts)
The Contractor agrees to comply with the following:
a)Definitions.As used in this clause—
• "International air transportation'means transportation by air between a place in the United States and a place
outside the United States or between two places both of which are outside the United States.
• 'United States"means the 50 States,the District of Columbia,and outlying areas.
• "U.S.-flag air carrier means an air carrier holding a certificate under 49 U.S.C.Chapter411.
b)When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive
Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors,recipients,and others use U.S.-flag air
carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or
property, to the extent that service by those carriers is available. It requires the Comptroller General of the United
States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation,to disallow expenditures
from funds, appropriated or otherwise established for the account of the United States, for international air
transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
c)If available,the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air
transportation of personnel(and their personal effects)or property.
d)In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation,
the Contractor shall include a statement on vouchers involving such transportation essentially as follows:
Statement of Unavailability of U.S.-Flag Air Carriers
International air transportation of persons(and their personal effects)or property by U.S.-flag air
carrier was not available or it was necessary to use foreign-flag air carrier service for the following
reasons. See FAR§47.403.[State reasons]:
e) The Contractor shall Include the substance of this clause, including this paragraph(e),in each subcontract or
purchase under this contract that may involve international air transportation.
CARGO PREFERENCE REQUIREMENTS(Applies to subcontracts)Use of United States-Flag Vessels—
The contractor agrees:
a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage
(computed separately for dry bulk carriers,dry cargo liners,and tankers)involved,whenever shipping any equipment,
material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and
reasonable rates for United States-Flag commercial vessels;
b.to furnish within 20 working days following the date of loading for shipments originating within the United States or
within 30 working days following the date of leading for shipments originating outside the United States,a legible copy
of a rated,"on-board"commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding
paragraph to the Division of National Cargo,Office of Market Development, Maritime Administration,Washington,DC
20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.):and
c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve
the transport of equipment, material,or commodities by ocean vessel.
Certification
On behalf of my firm, I acknowledge,the grant requirements identified in this document
Vendor/Contractor Name k\/(1
Signature Date 10 ez)
FEDERAL PROVISIONS-5
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief,that it and
its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public(Federal, State or
local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State or local) with commission of any of the offenses enumerated in
paragraph (l)(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.
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FEDERAL PROVISIONS-6
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FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
Certification Regarding Lobbying
The undersigned certifies,to the best of his or her knowledge,that:
(1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to
any person for influencing or attempting to influence an officer or employee of an agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,
loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any
person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000
and not more than$100,000 for each such failure.
The Contractor, SPA- , certifies or affirms the truthfulness and accuracy of
each statement of its certification and disclosure, if any. In addition, the Contractor understands and
the provisions of 31 U.S.C. §3801 et seq., apply to this certification and disclosure,if any.
In addition, t r ontractor understands and agrees that the provisions of 11.062, Florida Statutes., apply
to this certificatio and disclosure,if any.
tt Signature of Contractor's Authorized Official
C0Nei cJtiin Ho r9 Name of Authorized Official and Title
DJ I T` Da ly Date
FEDERAL PROVISIONS-7
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