European_SOW_6_PAGSES.pdf

U. S. DEPARTMENT OF JUSTICE

United States Marshals Service

Asset Forfeiture Division

STATEMENT OF WORK FOR BUSINESS BROKER

A. PARTIES AND PURPOSE

1. This agreement is between the Contractor and the U.S. Marshals Service (the “USMS”) for the exclusive listing rights for a period of 180 days to solicit offers for the purchase of the operating business known as “European Autohaus,” located at 1105 E. Bearss

Avenue, Tampa, FL 33549 (the “Business”). The sale will be an all cash transaction with no seller financing.

2. The purpose of this agreement is to provide an organized marketing plan, professional marketing and advertising expertise and ensure the orderly and timely sale of the

Business through a brokered transaction in a manner that maximizes the sales proceeds.

B. DEFINITIONS AND TERMS

The following terms and acronyms are provided to facilitate understanding of the requirements:

1. Compensation: An agreed upon percentage commission paid to the Contractor for services performed in the sale of the Business.

2. Contracting Officer (CO): A person authorized to enter into, administer, and /or terminate contracts and make related determinations and findings.

3. Contracting Officer’s Representative (COR): A Government staff member designated in writing by the CO. The COR responsibilities are also delineated in writing by the CO, and will be provided to the Contractor upon award of the contract.

4. Sub-Contractor: Any supplier, distributor, vendor, professional, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.

C. CONTRACTOR REQUIREMENTS

1. The Contractor must be legally licensed as a business broker under the laws of the State of Florida at all times during this contract.

2. The Contractor shall provide documentation of at least five (5) years’ experience in selling operating businesses and have brokered at least one (1) sales transaction of an ongoing automotive repair business. For the avoidance of any doubt, liquidation auction sales of business assets will not be considered as relevant experience in selling operating business. Documentation shall include at minimum:

a. Type of business

b. Date of listing agreement

c. Date of sale transaction

d. Listing price

e. Sale price

3. The Contractor must present a marketing plan for the sale of the business that maximizes public exposure and specifically identifies all sources of advertising, which can include the internet, newspapers, trade publications and journals, press releases, and other targeted media and/or proprietary sources of prospects (i.e. direct solicitations). At a minimum, the Contractor must advertise the sale on a vendor operated website, but the

Contractor is expected to take proactive measures (e.g. phone calls, meetings with interested parties, etc) to solicit offers for the purchase of the Business.

4. The Contractor must make onsite visits to the Business location as necessary in order to show the Business premises and operations to prospective purchasers and facilitate the sales process. All onsite visits must be coordinated in advance with the COR. Travel expenses will not be compensated separately.

5. The Contractor (and its subcontractors) must execute and abide by a confidentiality agreement that restricts access to and distribution of proprietary and confidential information related to the Business and this contract. In addition, all persons performing work under this contract shall protect and safeguard information in accordance with DOJ and USMS directives, instructions, and procedures in accordance to DOJ 2640.2f. These same persons shall immediately report any deviation or violation of this guidance, or any unusual or suspicious activity to the USMS Security Office. These same persons will provide assistance and full cooperation in any subsequent investigations or inquiries conducted by USMS or other governmental agencies.

D. PREPARE A MARKETING PLAN

1. Upon award of this contract, the Contractor will be provided with all documents necessary to review and analyze the Business and its operations. Within twenty (20) days of the award of the contract, the Contractor must provide:

a. A technical recommendation as to (i) the value of the Business and its components,

(ii) the most effective sales approach (asset sale vs. stock sale) to maximize proceeds and (iii) the minimum acceptable bid amount;

b. A final marketing plan that is tailored to the Business, and that includes an offering brochure identifying the strengths of the Business and its operations in support of the offering price, and a detailed schedule of planned marketing stages and estimated closing date; and

c. A list of all locations where advertisements will be placed.

2. All recommendations and marketing plans must be approved by the COR before proceeding with any solicitations. The Government will review the draft Marketing Plan and provide comments within seven (7) days of receipt. The Contractor shall revise the subject plan in accordance with the Government’s comments and submit a final

Marketing Plan to the COR within seven (7) days of receiving the Government’s comments

3. Upon review and approval by the COR, the Contractor shall immediately implement the marketing plan. Any deviations from the marketing plan must receive prior approval from the COR. In addition, all significant strategic, tactical and substantive decisions shall be discussed in advance with the COR, either via telephone or email.

E. EXECUTE THE MARKETING PLAN

1. Contractor’s Responsibilities to the USMS

a. The Contractor will act as a liaison between prospective purchasers and the COR.

b. The Contractor will provide to the COR a complete list of all prospective purchasers who express interest in the sale. The list will include the names, addresses, phone numbers, how the prospective purchaser became aware of the sale, and the offered purchase price. The list will be updated, and the COR will be notified, each time a new prospective purchaser is encountered.

c. For each prospective purchaser, the Contractor will gather the following required information, as set forth in standardized forms provided to the Contractor upon award of this contract, and deliver the original signed documents to the COR within five (5) days of receipt:

i. Buyer Questionnaire;

ii. Confidentiality Agreement;

iii. Proof of Financial Ability (defined as a signed letter from bank stating that the prospective purchaser has enough liquid funds to cover anticipated purchase price ); and

iv. Securities Questionnaire (if applicable as determined by the COR)

d. The Contractor will make every effort to maximize the sales proceeds.

e. The Contractor is not authorized to respond to media inquiries without the prior approval of the COR. All media contacts with the Contractor shall be referred to the COR.

2. Contractor’s Responsibilities to the Prospective Purchasers

a. The Contractor must be available to meet with prospective purchasers to show the

Business premises and operations and generally promote the sales effort.

b. Within two business days, the Contractor will respond to questions from prospective purchasers concerning the sale process, document all questions and responses, and provide those questions and responses to the other prospective purchasers.

c. The Contractor will not give any individual prospective purchaser an undue advantage in the sales process by providing additional information that is not provided to all prospective purchasers.

d. The Contractor will make every effort to provide a fair sales process to all prospective purchasers.

F. DISPOSAL

1. To qualify as a prospective purchaser, a person or entity must:

a. Be ready, willing and able to purchase all of the assets or stock of the Business on terms deemed acceptable by the USMS in its sole and absolute discretion, as provided to the Contractor after acceptance of the marketing plan;

b. Have submitted an offer that meets the minimum bid price requirement and is not contingent on any outside financing terms;

c. Comply with USMS Policy Directive 13.7 (Persons Prohibited from Purchasing

Forfeited Property), as provided to the Contractor;

d. Be authorized under federal, state and local laws to purchase, own and operate the

Business; and

Provide a cashier’s check for five percent (5%) deposit of the offered price directly to the

United States Marshals Service.

2. The Contractor will not be entitled to receive any compensation unless all of the assets or stock of the Business are sold to a qualified prospective purchaser procured by the

Contractor. It is noted that the sale transaction does not need to be closed within the 180 day period as long as the Contractor delivers a qualified prospective purchaser within the

180 day period. Compensation will not be provided unless the sale transaction is finalized between the Government and a qualified prospective purchaser provided by the

Contractor.

3. The USMS will be responsible for all legal and transactional work related to the closing of the sale. Upon approval of the Contractor’s marketing plan, the USMS will provide a sales document to the Contractor for use in soliciting prospective purchasers.

4. Upon the closing of the sale and receipt of funds from the purchasers, the USMS will pay the Contractor the contractually agreed broker’s commission.

5. The Contractor will pay its own expenses involved in performance of its duties under this contract. For the avoidance of any doubt, the Contractor is not entitled to any expenses or fees other than the compensation agreed under this contract.

6. The Contractor agrees to release and hold harmless the United States, its agencies, officers, employees, agents, and/or contractors from any and all demands, rights, and causes of action arising from, or to arise from, or by reason of, the conduct of staff during auction and release to purchasers, except for willful conduct and/or gross negligence, as permitted under applicable law.

7. The following persons shall be prohibited from purchasing property through the U.S.

Department of Justice Asset Forfeiture Program and are also, therefore, barred from placing bids to buy such property:

a. U.S. Department of Justice employees, including U.S. Marshals Service employees, as further restricted below;

b. Employees of the Asset Forfeiture Division, U.S. Marshals Service, and other

U.S. Marshals Service employees directly involved with the Asset Forfeiture

Program, and their immediate family members, defined as any persons residing in the same household as the employee, whether or not related by blood or marriage;

spouses; parents; parents‐in‐law; grandparents; siblings; aunts and uncles; first cousins; and all their spouses;

c. Employees of any state or local governmental agency who, directly or indirectly, perform duties associated with the seizure and forfeiture of property by the U.S.

Department of Justice, and/or which participates in the U.S. Department of Justice

Equitable Sharing Program;

d. Contractors, sub‐contractors and the employees of contractors and sub‐contractors of the Asset Forfeiture Division, U.S. Marshals Service, who provide contract/management services for personal and real properties and complex assets;

e. Anyone acting in concert with or on behalf of any of the above persons.

Special circumstances may rebut the presumption, i.e., supersede the above determination, that someone is or is not a prohibited purchaser in one or more of the above categories, as determined by the USMS and the relevant U.S. Attorney’s

Office (USAO), with the concurrence of its Ethics Officer, Office of General Counsel.

G. DELIVERABLES

1. The Contractor must report to the COR on the first (1 st ) and fifteenth (15 th ) of every month. The report shall include summaries of work-related activities and updates of communications with potential purchasers and due diligence efforts.

2. The Contractor must deliver to the COR all original signed documents as part of the marketing plan process (See Section E.1.c).

3. The Contractor must deliver at least one qualified prospective purchaser to the COR within the 180 day time period to be eligible for compensation.