#P-23-030 (Gillig, LLC) Participating Addendum for Cooperative Agreement with Gillig, LLC. under
Master Agreement Number P-23-030
This Participating Addendum (the "PA") is made pursuant to that cooperative Agreement established by the
Jacksonville Transportation Authority, Master Agreement Number P-23-030 (the "Agreement"), and the
Participating Addendum between Gillig, LLC, a California Limited Liability Company whose principal business
address is 451 Discovery Drive, Livermore, California 94551 and Collier County Board of County
Commissioners, a subdivision of the State of Florida (the "County" or "Customer") as of the Effective Date set
forth below.
I. INCORPORATION OF AGREEMENT: The Parties agree to the terms and conditions set forth in the
Agreement, which are incorporated herein by this reference, except as modified by this PA. To the extent that
there is a conflict between the terms herein and the terms of the Agreement, this PA shall control. Gillig, LLC
and the Customer have agreed to modify certain terms and conditions contained in the Agreement (the
"Modifications"). The Modifications set forth below supersede, modify, and replace any contradicting terms
and conditions within the Agreement.
II. ADDITIONAL TERMS OF THE PARTICIPATING ADDENDUM.
By signing this PA, the parties acknowledge to have read, understand, and agrees to be bound by the following
terms and conditions of the PA.
1. BACKGROUND. The PA establishes the overall contractual framework and the
applicable terms and conditions. By entering into this PA, Customer will procure and
obtain heavy duty buses from Gillig, LLC through a Collier County issued Purchase
Order issued to Gillig, LLC that references the Master Agreement Number P-23-030.
Any Purchase Orders issued hereunder shall survive the expiration of the Agreement
through completion of the ordered services. The Purchase Order issued by Customer
will be entered into with Gillig, LLC.
In the event of any conflicts in the terms of the attached agreements, agreements/PA
incorporated by reference, or the Customer's Purchase Order, the terms of this PA
shall control.
2. GENERAL PROVISIONS.
(a) Assignment. Neither party may assign its rights and obligations under this PA
or transfer any of its rights or obligations hereunder to any person without the express
prior written consent of the other party.
(b) Entire Agreement. Customer acknowledges that this PA including all
Purchase Orders, SOW's, Quotes, and Agreement comprise the entire understanding
and agreement between parties regarding the Products and Services to be provided
hereunder and supersedes all prior written and oral agreements, purchase orders,
proposals, representations, understandings, promises, descriptions or other
communications between the parties regarding the same.
(c) Piggyback Cooperative Purchasing. It is understood and agreed by Customer
that a third party may purchase the goods specified herein in accordance with the
terms and conditions of this PA for the purposes of piggyback purchasing. It is also
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mutually understood and agreed the third party will issue its own purchasing
documents for the goods and services, be invoiced therefrom, and make its own
payments to Gillig, LLC in accordance with the terms of the contract established
between the third party and Gillig, LLC. Customer shall bear no responsibility or
liability to any contractual agreement made between Gillig, LLC and any other third
party.
(d) Enurement. This PA shall be binding upon and enure to the benefit of Gillig,
LLC, Customer and their respective successors and permitted assigns.
(e) Force Majeure. Neither party shall be liable for delay or failure in
performance (other than the making of payments) directly or indirectly resulting from
acts beyond the control of such party, including, but not limited to acts of God, acts of
war or terrorism, civil commotion, riot, fire, flood, pandemic or other disaster, acts of
government, strike, work stoppages, lockout, power failures, inability to secure or
delay in securing transportation, inability to obtain or delays in obtaining goods,
materials, or qualified labor, or the inability to use or the failure of any third party
telecommunications carrier or other services, which events or conditions prevent in
whole or in part the performance by such party of its obligations hereunder or which
renders the performance of such obligations so difficult or costly as to make
performance commercially unreasonable. In such event, the party affected shall be
excused from performance on a day-to-day basis to the extent of the delay, and the
other party shall likewise be excused from the performance of its obligations on a day-
to-day basis to the extent such party's obligations related to the performance are so
delayed. Where an Event of Force Majeure occurs, the party who is delayed or fails to
perform shall give prompt notice to the other party. Force Majeure events do not
include any failure as a result of political or social pressure, general economic or
market factors, and/or fear of or threat of a Force Majeure Event or other
circumstance.
(f) Independent Contractors. The parties are independent contractors. Nothing
herein shall be construed to create any legal partnership, joint venture, agency or any
other relationship between the parties.
(g) Notices. All communications and notices provided for herein shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, by email, or by registered or certified mail with return receipt requested,
postage prepaid, and addressed to the Customer at the address appearing on the
Purchase Order or at such other address as either party may designate by notice to the
other. Gillig, LLC from time to time may send general communications and/or notices
to all its customers and such notices shall be deemed to have been given when
delivered by email.
(h) Publicity. Except as expressly agreed in writing, neither party shall issue any
press release, or otherwise publicly identify the other as a customer or supplier, in any
marketing materials or otherwise, without the express prior written authorization of
the other party.
(i) Severability. If any provision contained in this PA is found by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect, it shall be
deemed severed from this PA and the remaining provisions of this PA shall not be in
any way affected or impaired thereby and shall continue in full force and effect.
(j) Amendment. This PA may be modified or amended only if the amendment is
made in writing and is signed by both parties.
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(k) Counterparts. This PA may be executed by the parties in counterparts with
the same effect as if they had signed the same document and all counterparts shall be
construed together and shall constitute one and the same agreement. This PA may be
executed by the parties and transmitted by electronic transmission, with the same
effect as if the parties had delivered an executed original.
(I) Compliance with Laws. Each party agrees to comply with all applicable
federal, state, provincial and local laws, regulations, and orders in fulfilling its
obligations under the PA, including as applicable laws relating to anticorruption of
public officials and anti-bribery laws and regulations and the Federal Fair Debt
Collection Practices Act.
(m) Authorization. The parties represent and warrant that they have the
authority to bind their respective agency, institution, or company, and that they are
authorized to sign this PA and any Addenda hereto.
(n) Governing Law, Jurisdiction, and Venue. The substantive and procedural
laws of the State of Florida will govern this PA. Venue for all legal proceedings arising
out of this Agreement, or its breach, must be brought in the appropriate state or
federal court in and for Collier County, Florida.
(o) Indemnity and Hold Harmless. Customer's liability under the
indemnifications provisions for in this PA shall be limited by its sovereign immunity
under Florida Statutes, Chapter 768.28, and other applicable law.
(p) Sales Tax. All fees are exclusive of all taxes, duties, and levies of any kind,
including any sales, use, excise, value-added and other applicable taxes, withholdings,
and governmental charges. Customer, as a political subdivision of the State of Florida,
is exempt from the payment of Florida sales tax to its vendors under Chapter 212,
Florida Statutes, Certificate of Exemption#85-8015966531C.
(q) Fees and Payment. All payments by Customer under this PA and Purchase
Order(s) issued hereunder shall be in accordance with Florida's Local Government
Prompt Payment Act, Chapter 218, Fla. Stats., and payments shall be made in
accordance therewith upon receipt of a proper invoice. Any late interest fees shall be
as provided in Section 218.74, Fla. Stat.
(r) Captions. The captions and section headings included in this PA and any
Addenda are for convenience only and shall not affect the scope, intent, meaning or
function of any provision of this PA or the applicable Addenda.
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IN WITNESS WHEREOF,the parties have executed this PA by a duly authorized representative thereof.
Gillig, LLC COLLIER COUNTY BOARD OF COUNTY
COMISSIO ERS
Per: I . •11:*4
Per: fr,„.4,40=4$4147•4
Print Name: WILLIAM F. FA`, ali b
Title: VICE PRESIDENT SAL Burt Saunders, Chairman
Date: AUGUST 15, 2025 Date: O/26/2,5 ATTE.)
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Approved as to form and legality
6iiityyt)05-6.6,_____ P[D
Assistant County Attorney U ICI
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AFFIDAVIT REGARDING LABOR AND SERVICES
AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED
Effective July 1, 2024, pursuant to § 787.06(13), Florida Statutes, when a contract is executed, renewed, or extended between a
nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an
affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the
nongovernmental entity does not use coercion for labor or services.
Effective January 1,2024,a governmental entity may not accept a bid on,a proposal for,or a reply to,or enter into,a contract with
an entity which would grant the entity access to an individual's personal identifying information unless the entity provides the
government with an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet
any of the following criteria: (a)the entity is owned by the government of a foreign country of concern;(b)the government of a
foreign country of concern has a controlling interest in the entity;or(c)the entity is organized under the laws of or has its principal
place of business in a foreign country of concern.
Effective July 1,2025,when an entity extends or renews a contract with a governmental entity which would grant the entity access
to an individual's personal identifying information,the entity must provide the governmental entity with an affidavit signed by an
officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in paragraphs
(2)(a)-(c),§287.138,Florida Statutes.
Nongovernmental Entity's Name: GILLIG LLC
Address: 451 DISCOVERY DRIVE, LIVERMORE, CA 94551
Phone Number: 800-735-1500
Authorized Representative's Name: WILLIAM F. FAY, JR.
Authorized Representative's Title: VICE PRESIDENT SALES
Email Address: SALES@GILLIG.COM
I, WILLIAM F. FAY, JR. (Name of Authorized Representative), as authorized representative attest under
penalty of perjury that GILLIG LLC (Name of Nongovernmental Entity) does not: (1) use
coercion for labor or services as defined in§787.06.Florida Statutes,and(21 the nongovernmental entity is not(a)owned by
a government of a foreign country of concern,(b)that a foreign country of concern does not have a controlling interest in the
entity, and(c) that the entity is not organized under the laws of or has its principal place of business in a foreign country of
conce , II as prohibited unde 3 ,F grida Statutes.
l.' er penal of perjury, •lar t at I aver ad the foregoing Affidavit and that the facts stated in it are true.
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JULY 16, 2025
(Signat of authorized reprt-e e► Date
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
Sworn to(or affirmed)and subscribed before me,by means off]physical presence or 0 online notarization this
16TH day of JULY ,20 25 by WILLIAM F. FAY,JR. (Name of Affiant),who produced his Florida Driver's License as
identification.
SEE ATTACHED
Notary Public
SEE ATTACHED
Commission Expires
Personally Known 0 OR Produced Identification 0
Type of Identification Produced: CALIFORNIA DRIVER LICENSE
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate j
is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of A tan-leda
Subscribed and sworn to (or affirmed) before me on this 140
day of JU ly , 20 r by Wi!ilafr -, F;poly jr.
proved to me on the basis of satisfactory evidence to be the
person(s) who appeared before me.
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