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HomeMy WebLinkAbout79-17 RESOLUTIONSs fy. 'a 1 FIIY1Ii� 1�' -0'�karls?'S 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 79-17 File Number: 2017-0085 GREEN CAB TAXI COMPANY: A RESOLUTION TO APPROVE THE SALE AND TRANSFER OF A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY TO GREEN CAB TAXI COMPANY WHEREAS, § 117.35 Transfer of Certificate of the Fayetteville Code requires "the consent of the City Council" for the sale, assignment or transfer of an existing Certificate of Public Convenience and Necessity; and WHEREAS, the Green Cab Taxi Company has requested such consent. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby consents to the sale, assignment and/or transfer of the Certificate of Public Convenience and Necessity as requested by the Green Cab Taxi Company. PASSED and APPROVED on 3/21/2017 Page 1 Attest: L-,�aw L 4z,-& Sondra E. Smith, City Clerk Tre r►i a'. oT.Y ©,*-11 C .. • .tn% F : FAYETTEVILLE#*x:` City of Fayetteville, Arkansas 113 West Mounta , AR in Street w72701 (479) 575-8323 Text File - File Number: 2017-0085 Agenda Date: 3/21/2017 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: C. 1 GREEN CAB TAXI COMPANY: A RESOLUTION TO APPROVE THE SALE AND TRANSFER OF A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY TO GREEN CAB TAXI COMPANY WHEREAS, § 117.35 Transfer of Certificate of the Fayetteville Code requires "the consent of the City Council" for the sale, assignment or transfer of an existing Certificate of Public Convenience and Necessity; and WHEREAS, the Green Cab Taxi Company has requested such consent. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby consents to the sale, assignment and/or transfer of the Certificate of Public Convenience and Necessity as requested by the Green Cab Taxi Company. PASSED and APPROVED this 21 st day of March, 2017. City of Fayetteville, Arkansas Page 1 Printed on 312212017 Greg Tabor Submitted By I City of Fayetteville Staff Review Form 2017--0085 Legistar File ID 3/21/2017 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 2/9/2017 Police / Police Department Submitted Date Division / Department Action Recommendation: Staff requests hearing for Certificate of Public Convenience and Necessity regarding taxi application filed by Green Cab Taxi Company. Green Cab is under new ownership. This request is pursuant to City Ordinance 117.32 regarding "Public Hearing for Certificate." Account Number Project Number Budgeted Item? Budget Impact: Current Budget Funds Obligated Current Balance Does item have a cost? Item Cost Budget Adjustment Attached? Budget Adjustment Fund Project Title {$ Remaining Budget 1 $ V20140710 Previous Ordinance or Resolution # Original Contract Number: Comments: Approval Date: Z "0 le -1 ayLARKAMSAS� TO: FROM DATE: RE: Mayor Lioneld Jordan and Members of the City Council Greg Tabor, Deputy Chief of PoliceN jk�, February 9, 2017 THE CITY OF FAYETTEVILLE, ARKANSAS POLICE DEPARTMENT 100-A West Rock Street Fayetteville, AR 72701 P (4791587-3555 F 1479) 587-3522 Request for Public Hearing on a Certificate of Public Convenience and Necessity for Green Cab. Recommendation: The council should schedule a public hearing to determine if a Certificate of Public Convenience and Necessity should be issued to Green Cab Taxi Company. Background: City Ordinance 117 article IV governs taxicabs and requires a public hearing to determine if there exists the further need for taxicab service. Discussion: Attached is the application for Green Cab Taxi Company. The application contains all information needed as listed in City Ordinance 117.32. Budget Impact: None. Telecommunications Device for the Deaf TDD(479)521-1316 113 West Mountain -Fayetteville, AR 72701 Certificate of Public Convenience & Necessity Page 1 of 3 Updated 02/26/14 Certificate of Public Convenience & Necessity Application/Renewal As required to comply with Chapter 117 of the Fayetteville Code of Ordinances Anthony McBride 1200 kensington DR. Centerton AR 72719 479-268-8074 Applicant Name Address Phone Number Green Cab Company 479-966-4111 Name of Business Phone Number Northwest Arkansas Airport 1 Airport Blvd, Bentonville, AR 72712 Business Location 24 Croston LN Bella Vista AR 72715 Mailing Address _Corporation Type of Business (Sole Proprietor, Corporation, LLC) Name and address of all owners, officers and stockholders: Anthony McBride 1200 Kensington DR. Centerton AR 72719 Ron Bobbitt 1200 Kensington DR. Centerton AR 72719 Name of person to whom complaints should be directed: William Threet Type of Permit Requested: Taxicab x Limousine Financial status of applicant (Attach financial statement or profit and loss statement) List any unpaid judgments against any of the owners, officers and stockholders and the nature or acts giving rise to said judgments: n Certificate of Public Convenience & Necessity Page 2 of 3 Updated 02/26/14 Describe the experience of all owners, officers and stockholders in the transportation of passengers: I have been running a taxi & Limousine company for almost two years_ I started with one April 1 2015 and now I run one of the most successful and largest taxi services in NWA Give any facts you believe tend to prove the necessity of granting a certificate: To provide a Taxi service to keep people from driving home drunk and to get people back and forth to work ETC. We are dedicated to serving the people of Fayetteville and all of NWA. List the number of vehicles that will be under your operation or control: _ 20 Minimum and Maximum number of vehicles to be permitted: 3 10 Minimum Maximum List the location of proposed depots and terminals: Northwest Arkansas Airport 1 Airport Blvd, Bentonville, AR 7271.2 Describe the color scheme or insignia to be used to designate your vehicle: Black and Green. List your days and hours of operation: We will be operationing 24/7 365 days a year. We may shut down due to inclement_ weather such as extreme icy road conditions. List any days you do not propose to provide taxicab service to the general public: None, Unless there is inclement Weather. List your proposed passenger rate schedule: Entrance Fee $3.75 $2.70 Per Mile. Signature of ppiicant State of Arkansas Certificate of Public Convenience & Necessity Page 3 of 3 Updated 02/26/14 Date County of Washington U On this the 1 I day of u +� 20� _ , before me, PC personally appeared _.. C f3 r, &� c� known to me (ol satisfactorily proven) to be the person whose name is subscribed to the within instrument and affirms that the statements in this document are true and complete. In witness whereof I hereunto set my hand and offci s al. ., r otary Public My Commission expires: UU �VV PAMELA SUE CENTER Notary Public - Arkansas Washington County Commission N 12348261 My Commission Expires Aug 1. 2026 \// Iq Police Department Representative Date /'Vr/ A 1200 Kensington Drive Centerton, AR 72719 Ron Bobbitt, Chief Operating Officer: (479) 224-9050 Anthony McBride, Chief Executive Officer: (479) 268-8074 Lamara Jones, Financial Officer: (479) 200-8282 Imam 25, 2017 2016 Y8411findflmmelfismmoiff Cash In Banks 18,000 Sales 470,000 Limousines 35,000 Green Cab 20,000 Abundant 115,000 Automobiles' 122,000 Ecus 10,000 Office Equipment 8,000 Asset Valuation Total $802,000 i il��ies Payroll 138,000 Loans on Vehicles 90,000 Acc•omil.'s Pnv;thlo 1().()0() Liability Valuation Total $238,0010 Valuation Net $664,000 A�vRr�� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 10/14/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTCarla Bachman NPM€: _ __ . Commercial Risk Service PRONE (479) 273-1376 ;FAX 1479)254-7075 WC. -No. ': {AeG, Ne)- 303 SW 16th St Ste 1 MAIL SS:Carla@villageinsurance.net P.O. Box 1827 IN SUP ER(SI_AFFORDING COVERAGE NAIC4 Bentonville AR 72712 INSURERA -.Progre_ssive County Mutual Ins Co INSURED INSURER B Presidential Limousine dba: Green Cab INSURERC! 1200 Kensington Drive INSURER D: INSURER E Centerton AR 72719 1 INSURER F COVERAGES CERTIFICATE NUMBERiCL1610704969 lQFVISI0N Nil 1MRFR° THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �I,15f! ItODLiSUpFI + CY L`fE%P- Lii{. TYPE OF INSURANCE POLICY NUMBER 'MM POLI7O F Y fa MrDiYPOLICY LIMITS COMMERCIAL GENERAL LIABILITY r OCCURRENCE 5 I-1 _EACH CLAIMS -MADE OCCUR PFR5 I$E5f%-qr _ MED EXP (Any one person) $ PERSONA L& ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ _--. 0 JE POLICY CT LOG PRODUCTS - COMPIOP AGG $ OTHER $ AUTOMOBILE LIABILITY i Mn ISINED I o -1 $ 1-,000,000 A _ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS X AUTOS 039529040 10/14/2016 10/14/2017 BODILY INJURY (Per acddent) $ NON -OWNED HIRED AUTOS AUTOS PROPERrY DAMAGE -� $ `{_ fA r GC_vjml}„ Uodomwrad molonal $ 500,000 J UMBRELLA LIAB OCCUR EACH OCCURRENCE $ f EXCESS LIAR1-1 CLAIMS -MADE .AGGREGATE ---. OCD RETENTION $ _ . .... _._ ._ .$ WORKERS COMPENSATION FM I, I ER..___ AND EMPLOYERS' LIABILITY YINTA7ur� _, ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N I A (Mandalory in NH) EL DISEASE - EA EMPLOYE $ If yes, describe under - DESCRIPTION OF OPERATIONS below E -L. C95EASE - POUCY LIMIT 1 $ i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more apace le required) 1) 2013 Toyota Prius #JTDZN3EU3D3201286 2) 2012 Toyota Prius #JTDZN3EUIC3036711 3) 2012 Toyota Prius #JTDZN3EU4C3128749 4) 2011 Toyota Prius #JTDKN3DU9B5315066 (877)450-0781 EVIDENCE OF INSURANCE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Beth Bowman/JAN © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS026 (201401) AC6 br CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODIVYM CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 10/14/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER C ACT Carla Bachman Commercial Risk Service PHONE-FF—AX i(479) 273-13..not (479)254-7075 - — 303 SW 16th St Ste 1 [MAIL Car1a@�villagainsurance.net ADDM SSp_ _-.. P.O. BOX 11127 .__.. INSURE �S) AFFORDING COVERAGE i NAIC# _.. Bentonville AR 72712 WSURERA Progressiva_County Mutual ins Co INSURED INSURER8: ' Presidential Limousine dba: Green Cab INSURERC: 1200 Kensington Drive INSURERD: _ INSURER E Centerton AR 72719 INSURER f COVERAGES CERTIFICATE NUMBER.-CL1610704969 REVISION NUMBER: THIS IS TO CERTIFY THAT THE 'POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1`13R40L SU9q. POLICYEFF POl1CY EXP L*ra TYPE OF INSURANCE i N n POLICYNUMBER LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE I E �RYOO - _ J CLAIMS -MADE L I OCCUR FRI;.Mi5F,5 i(i.R geeumrt�al E MED EXP (Any one person) S PERSONAL B ADV INJURY S G_EN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE EJECT E] _ POLICY LOC PRODUCTS--COMP/OP AGG -......_.. $ - O THER $ AUTOMOBILE LIABILITYCOMBI NE b StNGLC Ll MIT. (La 95c1,0anl) ___—__- $ 1,000,000 S ANY AUTO BODILY INJURY (Per person) p' _ ALL OWNED ISCHEDULED X 039529040 10/14/2016 10/14/2017 BODILY INJURY (Per accident) AUTOS 1 IAUTOS — — NON -OWNED - $ PRODAMAGE PERTY Ii HIRED AUTOS � AUTOS LP„or.ardhiwol_..._. . _,_ _ -. _ 1 Underinsured motarist S 500,000 UMBRELLA LIAB I EACH OCCURRENCE S _[jOCCUR EXCESS LIAB CLAIMS -MADE _AGGREGATE_- DED J RETENTION 5 WORKERS COMPENSATIONFR H" STATV'E I ` ER. AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNERIEXECUTIVE -V E.1, EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? NIA - - ---- V (Mandatory In NH) E.L. DISEASE - EA EMPLOYE __.... S - It yes, describe under --- -I L DESCRIPTION OF OPERATIONS below EASE -POMIT E.L DIS O LICY L S DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) 1) 2013 Toyota Prius #JTDZN3EU3D32012B6 2) 2012 Toyota Prius #JTDZN3EUIC3036711 3) 2012 Toyota Prius #JTDZN3EU4C3128749 4) 2011 Toyota Prius #JTDKN3DU9B5315068 Northwest Arkansas Airport 4Ar4L.r-1.LJ-%1lViY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Beth Bowman/JAN ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201400 I STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") made and entered into as of the dates noted below on the signature page, BETWEEN.- Matthew ETWEEN: Matthew Russell Powell, Sarah Sparks Diebold and Bradley Collins Audrain (collectively the "Seller") and Presidential Limousine, LLC of 1200 Kensington Dr., Centerton, Arkansas 72719 (the "Purchaser") and Green Cab Company, Inc. (the "Corporation") BACKGROUND A. The Seller owns all the outstanding shares of stock (the "Stock") of the Corporation, which carries on the business of Transportation under the operating name Green Cab Company Inc. in the State of Arkansas. B. The Seiler desires to sell all shares of the Stock, to the Purchaser. IN CONSIDERATION of the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: I efir►itions 1. The following definitions apply in the Agreement: f a. "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the y transfer of title to the Assets. b. "Parties" means both the Seller and the Purchaser and "Party" means any one of them. Sale 2. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, and conditions set out in this Agreement, the Seller agrees to sell all shares to the Purchaser and the Purchaser agrees to purchase said shares from the Seller. Purchase Price 3. The Parties agree that the Purchase Price for the Stock will be allocated among the shares as follows: Green Cab Company Inc. Stock Price Per Share $150.00 $7,125.00 $7,125.00 $750.00 $15,000.00 Matthew Russell Powell - 47.5 Shares Sarah Sparks Diebold - 47.5 Shares Bradley Collins Audrain - 5.0 Shares Total Outstanding 100.0 Shares Total Purchase Price $15,000.00. 4. The Parties agree to co-operate in the filing of elections under the Internal Revenue Code and under any other applicable taxation legislation, in order to give the required or desired effect to the allocation of the Purchase Price. iA Closine S. The Closing of the purchase and sale of the Stock will take place on October 14, 2016 (the "Closing Date") at the offices of the Seller or at such other time and place as the Parties mutually agree. 6. At Closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will deliver the Stock to the Purchaser. The Seller will deliver to the Purchaser possession of the Stock, free and clear of any liens, charges, rights of third parties, or any other encumbrances, except those attached as a result of the Purchaser's actions. 7. At Closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will provide the Purchaser with duly executed forms and documents evidencing transfer of the Stock. Pu anent 8. The Purchase Price for the Stock will be paid by the Purchaser at Closing in three separate cashier's checks to each of the Sellers named above in the amounts set forth above. 9. The Purchaser is responsible for paying all applicable taxes, including federal sales tax, state sales tax, duties, and any other taxes or charges payable that are necessary to give effect to the transfer of the Stock from the Seller to the Purchaser. Seller and Corporation's Representations anri Warranties 10. The Seller and Corporation represents and warrants to the Purchaser that: a. The Seller has full legal authority to enter into and exercise its obligations under this Agreement. b: The Corporation is a corporation duly incorporated or continued, validly existing, and in good standing and has all requisite authority to carry on business as currently conducted. 3 c. The Seller has all necessary power, authority and capacity to enter into this Agreement and to carry out their obligations. d. The Corporation is the absolute beneficial owner of the assets listed in Appendix A attached hereto (the "Assets"), with good and marketable title, free and clear of any liens, charges, encumbrances or rights of others. e. To the -best knowledge of the Seller there is no pending or anticipated claim against the Assets or against the Seller's ownership or title in the Assets. f. No third party contract is outstanding that could result in a claim against or affecting the Assets in whole or in part either now or in the future. Dispatch Software Gazoop is on a prepaid weekly basis. Proration is set at five days from the closing date at a rate of $99.00 per week. g. The Corporation does not have any outstanding contracts, agreements, or commitments of any kind, written or oral, with any third party regarding the Assets, except for the material contracts described in, and attached to this Agreement. The Corporation represents and warrants that no default or breach exists with regard to any presently outstanding material contract. h. Execution of this Agreement will not hinder or unfairly disadvantage any pre- existing creditor, i. There has been no actor omission by the Seller that would give rise to any valid claim relating to a brokerage commission, finder's fee, or other similar payment. j. The Seller is a resident of the United States for the purposes of the Internal Revenue Code. k. To the best of Seller's knowledge, the Corporation has withheld all amounts required to be withheld under income tax legislation and has paid all amounts owing to the proper authorities. 4 1. The Corporation is not bound by any written or oral pension plan or collective bargaining agreement or obligated to make any contributions under any retirement income plan, deferred profit sharing plan or similar plan. m. The Corporation will not hire any new employees, or substantially change the role or title of any existing employees, provide unscheduled or irregular increases in salary or benefits to employees, or institute any significant changes to the terms of any employees' employment, after signing this Agreement, unless the Purchaser provides written consent, n. There are no claims threatened or pending against the Corporation by any current or past employee relating to any matter arising from or relating to the employment of the employee. o. The Assets, while owned by the corporation, have been maintained at all times in accordance with standard industry practice. The Corporation further warrants that all tangible assets are in good working order, provided however, the four (4) Toyotas listed in Appendix A are "as is, where is, with all faults". p. The Corporation is operating in accordance with all applicable laws, rules, and regulations of the jurisdictions in which it is carried on. In compliance with such laws, the Seller has duly licensed, registered, or qualified the Corporation with the appropriate public authorities. The Purchaser will be responsible for all required insurance subsequent to the closing date. r. The Corporation will transfer ownership permissions of Gazoop and Square Register upon closing. s. The Corporation has filed all tax reports and returns required in the operation of the Corporation, and has paid all taxes owed to all taxing authorities, including foreign taxing authorities, except amounts that are being properly contested by the Seller, the details of this contest having been provided to the Purchaser. t. This Agreement has been duly executed and delivered by the Seller and Corporation and constitutes a legal and binding obligation of the Seller and Corporation, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction. 11. The representations and warranties given in this Agreement are the only representations and warranties. No other representation or warranty, either expressed or implied, has been given by the Seller to the Purchaser, including, without limitation, any representations or warranties regarding the merchantability of the Assets or their fitness for a particular purpose. 12. The Seller and Corporation warrant to the Purchaser that each of the representations and warranties made by each of them respectively are accurate and not misleading as of the Closing Date. The Seller acknowledges that the Purchaser is entering into this Agreement in reliance on each warranty and representation. 13. The Seller's representations and warranties will survive the Closing Date of this Agreement for a period not to exceed six (6) months. 14, Where the Purchaser has a claim against the Seller relating to one or more representations or warranties made by the Seller, the Seller will have no liability to the Purchaser unless the Purchaser provides notice in writing to the Seller containing full details of the claim on or before the six (6) month anniversary of the Closing Date. 15. Where the Purchaser has a claim against the Seller relating to one or more representations or warranties made by the Seller, and the Purchaser is entitled to recover damages from a third party then the amount of the claire against the Seller will be reduced by the recovered or recoverable amount less all reasonable costs incurred by the Purchaser in recovering the amount from the third party. Purchaser's ftr ntatiions and Warranties 16. The Purchaser represents and warrants to the Seller the following; a. The Purchaser has full legal authority to enter into and exercise its obligations under this Agreement. b. The Purchaser has funds available to pay the full Purchase Price and any expenses accumulated by the Purchaser in connection with this Agreement and the Purchaser has not incurred any obligation, commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement. These Considerations will be paid in the form of a Cashier's Check c. The Purchaser has not committed any actor omission that would give rise to any valid claim relating to a brokerage commission, finder's fee, or other similar payment. d. The Purchaser is a resident of the United States for the purposes of the Internal Revenue Code. e. This Agreement has been duly executed by the Purchaser and constitutes a legal and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction. f°. The Purchaser has no knowledge that any representation or warranty given by the - Seller in this Agreement is inaccurate or false. 17. The representations and warranties given in this Agreement are the only representations f and warranties. The Purchaser has given no other representation or warranty, either expressed or implied, to the Seller. 4 7 18, The Purchaser warrants to the Seller that each of the representations and warranties made by it is accurate and not misleading at the date of Closing. The Purchaser acknowledges that the Seller and Corporation are entering into this Agreement in reliance on each warranty and representation. 19. The Purchaser's representations and warranties will survive Closing Date of this Agreement. 20. Where the Seller has a claim against the Purchaser relating to one or more representations or warranties made by the Purchaser, the Purchaser will have no liability to the Seller unless the Seller provides notice in writing to the Purchaser containing full details of the claim on or before the first year anniversary of the Closing Date, 21. Where the Seller has a claim against the Purchaser relating to one or more representations or warranties made by the Purchaser, and the Seller is entitled to recover damages from a third party then the amount of the claim against the Purchaser will be reduced by the recovered or recoverable amount less all reasonable costs incurred by the Seller in recovering the amount from the third party. Conditions Precede Pe ed by. the Purchaser 22. The obligation of the Seller to complete the sale of the Stock under this Agreement is subject to the satisfaction of the following conditions precedent by the Purchaser, on or before the Closing Date, each of which is acknowledged to be for the exclusive benefit of the Seller and may be waived by the Seller entirely or in part: a. All of the representations and warranties made by the Purchaser in this Agreement will be true and accurate in all material respects on the Closing Date. b. The Purchaser will obtain or complete all forms, documents, consents, approvals, registrations, declarations, orders, and authorizations from any person or any governmental or public body, required of the Purchaser in connection with the execution of this Agreement. Conditions Precedent to erformed b the Seller 8 23. The obligation of the Purchaser to complete the purchase of the Stock under this Agreement is subject to the satisfaction of the following conditions precedent by the Seller, on or before the Closing Date, each of which is acknowledged to be for the exclusive benefit of the Purchaser and may be waived by the Purchaser entirely or in part: a. All of the representations and warranties made by the Seller and Corporation in this Agreement will be true and accurate in all material respects on the Closing Date. b. The Seller will cooperate with Purchaser in its obtaining and completing any and all forms, documents, consents, approvals, registrations, declarations, orders, and authorizations from any person or governmental or public body that are required of the Seller for the proper execution of this Agreement and transfer of the Stock to the Purchaser. c. No substantial damage to or alteration of the physical assets that would adversely affect their value will occur between the date this Agreement is signed and the Closing Date. d. The Seller will have obtained any necessary consents for assigning any leases to the Purchaser as well as providing estoppel certificates from such owners or - landlords that there are no arrears of rent, no breaches under such leases and the amount of the security deposits held by such third parties. e. Seller will not be held responsible for any employee or their actions after closing date. g. The Seller will provide the Purchaser with complete information concerning the operation of the Corporation, in order to put the Purchaser in a position to carry on in the place of the Seller. Disclosure 24. Upon the reasonable request of the Purchaser, the Seller will, from time to time, allow the Purchaser and its agents, counsel, accountant, employees, or other representatives to have restricted access to the premises of the Corporation and to all of the books, records, 9 documents, and accounts of the Corporation, during normal business hours, between the date of this Agreement and the Closing Date, in order for the Purchaser to confirm the representations and warranties given by the Seller in this Agreement. Conditions Precedent t Satisfied 25. If either Party fails to satisfy any condition precedent as set out in this Agreement on or before the Closing Date and the opposite Party does not waive that condition precedent, then this Agreement will be null and void and there will be no further liability as between the Parties. Employees 26. Subsequent to the Closing Date all employees of Corporation will be evaluated and assessed before continued employment under this agreement to protect Presidential Limousine LLC from any possible liabilities of said employment statuses. Subsequent to the Closing Date, Seller's understand that Purchaser will have access to pursue any public and private information such as background checks or driving records of employees. The Purchaser will"evaluate and assess all aspects of positions, titles, obligations, wages, and any possible gratuities of the position. Purchaser does not guarantee any continued employment status until after evaluation and upon the employees' agreement to the wage and job description provided. 27. The Purchaser will not offer employment to any employee of the Corporation who is receiving disability benefits under a disability plan of the Seller as of the Closing Date. 28. The Corporation will pay all employee compensation incurred by it up to and including the Closing Date and time including all salaries, benefits, bonuses including Share bonuses and Share options and any other compensation owing to all employees up to and including the Closing Date. The Corporation will be responsible for all severance benefits, vacation days, sick days, personal days and other compensated time off accrued by all employees up to and including the Closing Date and time. a. The Closing time will be determined prior to the signing of this document. 10 29. The Corporation is in compliance with all applicable foreign and domestic statutory rules and regulations respecting employment and employment practices and has withheld and reported all amounts required by law with respect to wages and salaries and the Corporation is not liable for any accrued taxes or penalties and is not liable or in arrears to any government or private pension, social security or unemployment insurance authority. The Corporation indemnifies the Purchaser for any future liabilities relating to employment and employment practices where the subject of the liability occurred up to and including the Closing Date. 30. To the best knowledge of the Seller, no labor dispute is currently in progress, pending or threatened involving the Transferred Employees of the Corporation that would interfere with the normal productivity or production schedules of the Corporation. 31. After the Closing Date, the Purchaser will adopt, assume, and become solely responsible for all Transferred Employee benefit plans including, but not limited to, all health and disability plans and pension plans currently administered by the Corporation. The Purchaser will collect and pay over to the Corporation any contributions of the Corporation's employees that relate to periods prior to and including the Closing Date. The Purchaser agrees to waive all waiting or qualification periods and pre-existing conditions and limitations of such plans for the Transferred Employees. on-Solicltatiurt 32. The Seller agrees that any attempt to encourage or induce employees, directors, agents or contractors to leave their jobs with the Corporation would be harmful and damaging to the Purchaser. The Seller further agrees that any attempt on the part of the Seller to interfere with the Purchaser's relationship with employees, directors, agents, contractors, vendors or service providers of the Corporation would be harmful and damaging to the Purchaser. 33. The Seller agrees that during the term of this Agreement and for a period of five (5) years (unless a specific shorter time period is stated below) after the Closing Date of this Agreement, the Seller will not in any way directly or indirectly: 11 a. Induce or attempt to induce any employee, director, agent, contractor or other service provider of the Purchaser to quit employment or retainer with the Purchaser; b. Otherwise interfere with or disrupt the Purchaser's relationship with its employees, directors, agents, contractors or other service providers; c. Discuss employment opportunities or provide information about competitive employment to any of the Purchaser's employees, directors, agents, contractors or other service providers. This provision is limited to two (2) years following the Closing Date of this Agreement, d. Solicit, entice, or hire away any employee, director, agent, contractor or another service provider of the Purchaser. on-CornKtitian 34. For a period of two (2) years (the "Non -Competition Period") after the Closing Date, the Seller will not, either individually or in conjunction with any other person or business entity or in any other manner whatsoever, have interest in, enter employment with, lend money to, advise or permit its name to be associated with any business similar to or in competition with the Purchaser within a 507mile radius of the Fayetteville, Arkansas. - 35. If the Non -Competition Period is determined to be void or unenforceable by a court of competent jurisdiction, then it is the intent of the Parties that the Non -Competition Period be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable. The Seller agrees that the Non -Competition Period is reasonable and all defenses to the enforcement of the Non -Competition P7iod are waived by the Seller. on-Assur Miort_of Liabilities 36. It is understood and agreed between the Parties that the Purchaser is not assuming and will not be liable for any of the liabilities, debts or obligations of the Seller arising out of the ownership or operation of the Corporation prior to and including the Closing Date. 12 37. The Seller will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against all costs, expenses, losses, claims, and liabilities, including reasonable legal fees and disbursements, or demands for income, sales, excise or other taxes, suffered or incurred by the Purchaser or any of the above mentioned persons arising out of the ownership or operation of the Corporation prior to and including the Closing Date. Transfer of Third Party Contracts 38. This Agreement should not be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of the third party contract. 39. The Purchaser will be solely responsible for acquiring any new contracts with third parties whereas the existing contracts are to be continued through this transfer of ownership of the Corporation and be retained for at least the remainder of existing contracted terms and or agreements. ie. Hotels, Airlines, Booths, Tours, Services Rendered. 40. Notwithstanding any other provision in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of the Corporation resulting from the failure of the Purchaser to acquire any third party contracts. atices 41. Any notices or deliveries required in the performance of this Agreement will be deemed completed when hand -delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing. ExpcnseaKo is 13 r 42. The Parties agree to pay all their own costs and expenses in connection with this Agreement. Confi,denlalit 43. The Seller and the Purchaser will hold confidential all information (the "Confidential Information") pertaining to this Agreement including, but not limited to, the terms of this Agreement, the Purchase Price, the Parties to this Agreement, and the subject matter of this Agreement as well as any written or oral information obtained 'about the respective Parties that is not currently in the public domain. Confidential Information will not include the following: a. Information generally known in the respective industries of the Purchaser and the Seller. b. Information that enters the public domain through no fault of the Purchaser or the Seller. c. Information that is independently created by the Purchaser or the Seller respectively without direct or indirect use of information obtained during the course of negotiations for this Agreement. d. Information that is rightfully obtained by the Purchaser or the Seller from a third party who has the right to transfer or disclose the information. 44, The Seller and the Purchaser may disclose any Confidential Information relating to this Agreement to any of its employees, agents and advisors where there is a need to know in relation to this Agreement and where the personnel agree to be legally bound by the same burdens of confidentiality. 45. The Corporation agrees to indemnify the Purchaser against any and all harm suffered by the Purchaser for any breach of confidentiality by the personnel of the Corporation. 46. The Purchaser agrees to indemnify the Seller against any and all harm suffered by the Seller for any breach of confidentiality by the personnel of the Purchaser. 14 47. The confidentiality restrictions in this Agreement will continue to apply after the Closing Date of this Agreement without any limit in time. Severability 48. The Parties acknowledge that this Agreement is reasonable, valid, and enforceable; however, if any part of this Agreement is held by a court of competent jurisdiction to be invalid, it is the intent of the Parties that such provision be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected or invalidated as a result. 49. Where any provision in this Agreement is found to be unenforceable, the Purchaser and the Seller will then make reasonable efforts to replace the invalid or unenforceable provision with a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the original invalid or unenforceable provision. Governing -Law 50. This Agreement will be governed by and construed in accordance with the laws of the State of Arkansas. Ltd7,tidiction, 51. The courts of the State of Arkansas are to have jurisdiction to settle any dispute arising out of or in connection with this Agreement. Gem, Pr'ovislons 52. This Agreement contains all terms and conditions agreed to by the Parties. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value to either Party. Only the written terms of this Agreement will bind the Parties. 15 LN 53. This Agreement may only be amended or modified by a written instrument executed by a]I of the Parties. 54. A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement. 55, This Agreement will not be assigned either in whole or in part by any Party without the written consent of the other Party. 56. This Agreement will pass to the benefit of and be binding upon the Parties' respective heirs, executors, administrators, successors, and permitted assigns. 57. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. 58. All of the rights, remedies and benefits provided in this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law or equity. 59. Time is of the essence in this Agreement. 60, This Agreement may be executed in counterparts. 61. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. [SIGNATURES ON THE FOLLO'W'ING PAGE] 16 IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on the dates adjacent to the their respective signature. SIGNED, SEALED, AND DELIVERED Matthew Russell Powell, Seller Date Sarah Sparks Diebold, Seller Date Rraey INIfins6Wdrain, Seller Data Green Cab Company, Inc., Corporation By: _ ._ � L Date pnes'� Printed Name and Title Presidential Limousine, LLC, Purchaser By: _ 101 / Z,/ Date c�'I,)c- �FU Printed Nam and Title 17 Appendix A Green Cab Assets Included in Sale 2011 Toyota Prius Trim Il 2012 Toyota Prigs V Trim II 2012 Toyota Prius V Trim II 2013 Toyota Prius V Trim II 1 multi use office bureau 1 Mini -fridge 2 Prius V Tire chains 1 la itech office monitoring system 4 Wad minis first generation 1 Whone 4 1 Whone 5s 1 RS money counter 1 standard desk lamp 1 corded mouse 1 corded keyboard 1 Ficus office tree Miscellanous bathroom toiletries and cleaning products 1 Gallon Rainx wiper fluid 2 2'x 4' Green Cab logo signs 1 Cosco child seat Variety of office supplies (paper reams, pens, dry erase, -staples, etc) 1 two hole punch 5 Prius seat covers in mixed condition 18