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Agenda 04/12/2022 Item #16E 2 (Assumption Agreement w/DeAngelo Contracting Servcices, LLC - Agmt. #18-7459)04/12/2022 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to DeAngelo Contracting Services LLC concerning Agreement #18 -7459 “Exotic Vegetation Removal”. OBJECTIVE: To continue access to exotic vegetation removal services for maintenance and compliance of County property. CONSIDERATIONS: On February 26, 2019 (Agenda Item 16.D.2) the County awarded Agreement No. 18-7459, “Exotic Vegetation Removal” to DeAngelo Brothers, LLC d/b/a Aquagenix, one of the qualified firms under contract for exotic vegetation removal throughout Collier County. Pursuant to the terms of a Purchase Agreement, dated as of December 13, 2021, by and among DeAngelo Contracting Services, LLC, a Delaware limited liability company registered to transact business in Florida, acquired all of DeAngelo Brothers, LLC’s assets; and further represents and warrants to the County that they are now the successor in interest to the Agreement with the County. Staff obtained documentation of the acquisition, along with other necessary business documents from DeAngelo Contracting Services LLC, which have been reviewed and accepted by the County Attorney’s Office. Staff is recommending approval of the attached Assumption Agreement with DeAngelo Contracting Services LLC, assigning all rights, duties, benefits, and obligations under Agreement, including any amendments thereto. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires majority vote for approval. -JAK RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties and benefits and obligations to DeAngelo Contracting Services LLC under Agreement #18-7459, “Exotic Vegetation Removal,” and authorize the Chairman to sign the attached Agreement. Prepared by: Sue Zimmerman, Procurement Contracts Manager, Procurement Services Division ATTACHMENT(S) 1. [Linked] 18-7459_Assumption Agreement_Vendor signed (PDF) 2. 18-7459 DCS Business Docs (PDF) 16.E.2 Packet Pg. 1343 04/12/2022 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.2 Doc ID: 21708 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to DeAngelo Contracting Services LLC concerning Agreement #18- 7459 “Exotic Vegetation Removal”. Meeting Date: 04/12/2022 Prepared by: Title: Planner – Procurement Services Name: Sue Zimmerman 03/15/2022 5:55 PM Submitted by: Title: Manager - Procurement – Procurement Services Name: Sandra Herrera 03/15/2022 5:55 PM Approved By: Review: Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Completed 03/16/2022 3:36 PM Agenda Clerk Preview Michael Cox Agenda Clerk Preview Completed 03/16/2022 4:24 PM Procurement Services Sue Zimmerman Additional Reviewer Completed 03/16/2022 5:12 PM Procurement Services Sandra Herrera Director Review Completed 03/18/2022 11:09 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 03/18/2022 11:15 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/21/2022 3:34 PM Office of Management and Budget Laura Wells Additional Reviewer Completed 03/22/2022 10:18 AM County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 03/24/2022 2:25 PM Board of County Commissioners Geoffrey Willig Meeting Pending 04/12/2022 9:00 AM 16.E.2 Packet Pg. 1344 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of 2022 by and between DEANGELO CONTRACTING SERVICES LLC ("Vendor") and Collier County, a political subdivision o£the State of Florida ("County") (collectively, the "Parties"). WHEREAS, on February 26, 2019 (Agenda Item 16.D.2) the County awarded Agreement No. 18-7459, "Exotic Vegetation Removal" to DeAngelo Brothers, LLC d/b/a Aquagenix ("DeAngelo Bros"), a copy of which is attached hereto as Exhibit "A" (hereinafter referred to as "Agreement"); and WHEREAS, on December 13, 2021, DeAngelo Contracting Services, LLC, a Delaware limited liability company registered to transact business in Flot-ida acquired all of DeAngelo Bros' assess as memorialized in attached Exhibit "B;" and WHEREAS, Vendor hereby represents to Collier County that by virtue of an acquisition of DeAngelo Bros' assets it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize Vendor's assumption of rights and obligations under the Agreement effective as of the date £rst above written. NOW THEREFORE, 1N 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. Vendor accepts and assumes all rights, duties, benefits, and obligations of DeAngelo Bros under [he Agreement, including al] existing and funtre obligations to pay and perform under the Agreement. 2. Vendor 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 Vendor shall be directed to: VENDOR: DeAngelo Contracting Services LLC 100 North Conahan Drive, Hazelton, PA 18201 Phone: 570-580-9300 Attention: Jarrod DeAngelo 5. The County hereby consents to Vendor's assumption of the Agreement in order to continue the services provided under Agreement No. 15-7459. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Vendor as it would Page I oft have DeAngelo Bros for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect, IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: Crystal K. Kinzel, Clerk & Comptroller 0 , Deputy Clerk Approved s l r».) Ild I.ct alilyrt I By' + — Coup ' ttt�t•nGy DCS's Witness 'First Witness -.-Brend (, —S 0/1IC TTypclprint witness namef BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: William L. McDaniel, Jr., Chairman DeAngelo Contracting Services LLC By; r ignature ❑ ^T'rypclprint signature ar Page 2 of 2 .j6-- plzs?jei-� title' G) EXHIBIT "A" MULTI -CONTRACTOR AWARD AGREEMENT # '19-7459 iS EXOTIC VEGETATION REMOVAL THIS AGREEMENT, made and entered Into on this g,�4� day of between �eAngelo Brothers. LLC tl/b/a Aguaganix do business in the States of Florida, whose AGREEMENT TERM. The Agreement shall be fora th rea upon the data of Board approval � an from that date or until all outstanding � Purchase Ordar(s) expiration of the Agreement period have been completed or 20J�,, by end authorized to address is (the "Contractor") or "owner"): period, to The County may, at Its discretion end with the consent of the Contractor, renew the Agreement under all of the terms and conditions costa lned in this Agreement for two (� )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 and of the Agreement term then in effect. Tha County Manager, or his designee, may, at his discretion, extend the Agreement under all of [he farms and conditions contained in this Agreement for up to one hundred and el9hty ('190) days. Tha 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. Tha Contractor shall commence the work upon Issuance of a OPurchase Order Ne•'-��aeead. 3. 3TATEM ENT OF WORK. The Contractor shall pro Vide services In accordance with the terms and conditions of � ^.--�� iauKa£tan� 0 Other Request for Qualification ^ �^^(RFQ ^) # '19-7459 including all Attachment(s), Exhiblt(s) and Addenda and the Contractor's proposal referred to herein and made an intag ral part of this Agreement. � Tha Contractor shell also provide services in accordance with Exhibit A —Scope of Services attached hereto. 3.'I This Agreement contains the entire understanding between the parties and any modiflcatlons to this Agreement shall ba mutually agreed upon In writing by the Parties, In compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in affect at the time such services are authorized. Pa80 1 O/ 83 Mvlll-ConVaUor Awed Apreemenl Z019.Ooe VG `]Ap \7 3.2 The execution of this Agreement shall not ba a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of Items/services that will be ordered or required by this Agreement. 3.3 ©The procedure for obtal Wing Work under this Agreement is outlined in Exhibit A -Scope of Services attached hereto. � Tha procedure for obtaining Work under this Agreement is outlined in � Other ExhlbiUAttachment: Work Assignment Proced ura 3:4 � Tha County reserves the right to specify in each Request for Quotations: the period of completion; collection of Iiq uidated damages in the event of late completion; and the Price Methodology selected in 4.1. 4. THE AGREEMENT SUM. � The County shall pay the Contractor for the pertormance of this Agreement based on Work performed pursuant to the quoted price offered by the Contractor in response to a specific Request for Quotations and pursuant to the Price Methodology In Section 4.1. � 6afltrastac-s-quataN �rieaa.shatl_ba-Fused_on_6�plA{t-.�_.Faa-Sstaaciala-Payment will be made upon racel pt of a pro par invoice and upon approval by the County's Contract Ad minlstrative Age nVProject Manager, and in compliance with Chapter 218, Fla. Stets., otherwise known as the "Local Government Prompt Payment Act". q.� Price Methodology (as selected below): 0 Lump Sum (Fixed Price): A firm Flxed total price offering for a pro)ect; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material Invoices presented, rather, the contractor must perform to the satisfaction of the Cou nty's project manager before payment for the Fixed price contract is authorized. Pella 2 0199 MuIO-Conl,nClOt Awa,d ABreemant Y011.00B Va¢1 4.2 Any County agency may obtain services under this Ag reament, provided sufficient funds era Included in their budget(s). 4.3 Payments will be made for services furn lshed, delivered, and accepted, upon receipt and approval of invoices submitted on the data of services or within six (6) months after co mplation of the Agreement. Any untimely submission of Invoices beyond the specified deadline period Is subject to non-payment under the legal doctrine of "lathes' as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of Invoices under this Agreement. 111�1(!}R��f��. F-i�+11M�! p�,e:.� 5. SALES TAX. Contractor shall pey 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-B015966531 C. r'aea a of sa mum-comreoeor nwera Asreament zow.00e vern �'I Ea NOTICES. All notices from the County to the Contractor shall ba deemed duly served if mailed or smelled to the Contractor at [he following: Company Name: D A gelo B there LLC d/b/ Aquag nix Address: 14250 J tp t Loop Wast F rt My s Florida 33913 Authorized Agent G g 6owli g Busin Development M alter Attention Neme & Title: Telephone: 239-561-1420 E-Mail(s): gbo li g,'d2d bl r i es oom 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 Couniy, Florida Division Director: B ry WIII- Dlvlslon Name: Parka and Recreation Division Address: 15000 Living t n Road Naples Florida 34109 Administrative Agant/PM: M Iissa H nnig S i t Environmental Specialist Te laphone: 239-252-2957 E-Mall(s): Mall Hennlg CrD Illercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written natificatio n. All notices under this Agreement must be In writing. NO PARTNERSHIP. Nothing herein contained shall crate or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the Gounty. PERMITS: LICENSES: TAXES. In compliance with Saetlon 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not ba 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 bf the Work shall be procured and paid for by the Contractor. Tha Contractor shall also ba solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, rag ulatlons and laws of Collier County, the States of Florida, or the U. S. Government now In force or hereafter adopted. The Contractor agrees to comply with ell laws governing tFla respo nsibllity of an employer with respect to persons employed by the Contractor. NO IMPROPER USE. Tha Contractor will not use, nor suffer or permit any parson to use In any manner whatsoever, County fa cllitlas for any Improper, immoral or offensive purpose, or for any purpose In vl olation of any federal, state, county or municipal ordinance, rule, order or regulation, page 9 of di Mulll-CgnUacto� AweN Agreement 20t LOOB Vec1 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 ba objactlo nabla or Improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fall to correct any such vlolatlon, conduct, or practice to the satisfaction of the County within twenty-four (24) hours altar receiving notice of such violation, conduct, or practice, such suspension to continue until the violation Is cured. Tha Contractor further agrees not to commence operation during the suspension period until the vlolatlon has bean corrected to the satisfaction of the County. 1 O. TERMINATION. Should the Contractor be found to have failed to pertorm his services in a manner satisfactory to the County as par this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenlenca with a thirty (30) day written notice. Tha County shell be the sole Judge of non-performance. In the avant that the County terminates this Agreement, Contractor's recovery against the County shall ba limited to that portion of the Agreement Amount earned through the data of termination. Tha 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. 12. INSURANCE. The Contractor shall provide insurance as follows: A. 0 C mmerc lal General Llablllty: Coverage shall have minimum limits of $ 1 000 000 Per Occurrence, $ 2 000 000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products end Completed Operations and Contractual Llablllty. B. 0 Business Auto Llablllty: Coverage shall have minimum limits of $ 1 000.000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Lia bllity. This shall Include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -Ownership. C. 0 Workers' Com pensatlon: Insurance covering all employees meeting Statutory Llmlts in compliance with the applicable state and federal laws. The coverage must Include Employers' Llablllty with a minimum limit of $ 1 000 000 for each accident. �- o a� F o :--�❑vsr2cJ ec-claim: Spe i 1 R ❑ Ir nts: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Oovarn mant shall ba listed as the Certificate Pa8¢ a o! BJ Mu1LLContractor Award ABreamenr 2019.OBB VarA \::J Holder and Included as an "Additional Insured" on the Insurance Ce rtiticate for Commercial General Liability where required. This Insurance shall be primary and non-contributory with respect to any other Insurance malntalnatl 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 hareln Identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of Insurance meeting the raq ulrad insuran ca provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under Iha 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 axpiratlon, cancellation, non- renawal or material change In coverage or limits received by Contractor from its Insurer, and nothing contained hareln 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 Ilabilities, damages, losses end 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 conseq uantlal damages, or economic loss, to the extent caused by the negligence, recklessness, or into ntionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of This Agreement. This Indamnlflcation obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an in demnlFled party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Colllar County. 13.1 Tha duty to defend under this Ar[Icle 13 Ys independent and separate from the duty to Indemnify, and the duty to defend exists regardless of any ultimata liability of the Contractor, County and any Indemnified party. The duty to defend arises immediately upon prase ntatlon of a claim 6y any party and written notice of such claim being provided to Contractor. Contractor's obligation to Indemnjfy and defend under this Article 13 will survive the axpiratlon 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 Il mitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks and Recreation 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 ba employed to perform those services. Paea a or as MNtt-Contractor Awertl Apreamenl 20�9.DOB VarA 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the Following comps Want parts, all of which are as fully a part of khe Agreement as If herein set out verbatim: Contractor's Proposal, Insurance Certifl cate(s), � Exhibit A Scopes of Services, 0 �'-�'-" "�•`«a� SaFiaEltliar 0 f3FPf O ✓$B/© Other Re ueat for qualiflcaliona # 18-7459 ,including Exhl bits, AY[achments and Addenda/Addendum, � su bse��uent quotes and corresponding contract documents, � Exhibit C-1 Public Payment Bond, LI Exhibit C-2 Public Partormanca Bontl, � Exhibit � -Release and Affidavit Form, � Exhibit E —Form of Contract Application for Peymant, COerUficate of Fin 19Comp etloOn, EOI Exhibit ertifi�ate aontSuba^tdant�iOal Otharl Exhl blO tEtachment: 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 ampioyea, es set forth in Chapter 112, Part III, Florida Statutes, Colllar County Ethics Ord lna nca No. 2004-05, as amended, and County Adminlstrativa Procedure 5311. Violation of this provision may result in one or more of the following conseq uances: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff fora specified period of time; b. Prohibition by the indivitlu al and/or firm from doing busin esa with the County for a specified period of time, including but not limited to: submitting bids, RFP, end/or quotes; and, c. Immediate termination of any Agreement Field 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 expanse, with all federal, stets and local laws, codes, statutes, ortl lnancas, rules, regulations and req ulrements applicable to this Agreement, Including but not li mitad 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 ba amended; 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, 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: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Napless, FL 34112-5745 Telephone: (239) 252-8383 rase r or as nwm-comra�mr aware ae�emanr zon.00a varn 0 i The Contractor must specifically comply with the Florida Public Records Law to 1. Keep and maintain public records req ulred by the publlc agency to perform the service. 2. Upon request from the publlc agency's custodian of publlc records, provide the public agency with a copy of the requested records or allow the records to ba 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 co nfidentlal and exempt from publlc records disclosure requirements are not disclosed except as auth orizad 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 pertorm the service. It the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any d uplicata public records that are exempt or confidential and exempt from public records dlscloau re requirements. If the Contractor keeps and maintains public records upon co mplation of the contract, the Contractor shell 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 publlc 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 im mediataly. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to kha successful Contractor extending the pri cing, terms and conditions of this solicitation or resultant Agreement to other governmental entitles at the discretion of the successful Contractor. 22. Q BONGS. A. When a construction project is in excess of $200,000, the Contra ctor(s) shall ba required to provide Payment and Pertormance Bonds. B. When required by Owner, the Contractor shall furnish a Pertormance and/or Payment bond prior to commencing pertormance, for the full amount of the Work, which shall act as a security guaranteeing the pertormance of the Contractor's work and the payment by the Contractor to any other party(las) providing labor end/or materials In connection with each construction or renovation project partormad by the Contractor. The bonds shall ba furnished using the forma prescribed In Exhibit "C-1" and Exhibit "C-2". C. If the surety for any bond furnished by Contractor Is dacla red bankrupt, becomes Insolvent, Its right to do business in the State of Florida, terminates or it ceases to meet the requirements imposed by the Contract' Documents, the Contractor shall, within flue (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the Owner's approval. Pages 6 of 33 Mu14-Cantreolor AwarE A4reamant 20tO.0O8 Ve[r/A��3�� 12/ 23. ©LIQUIDATED DAMAGES. The "Commencement Data" shall be established in the Notica to Proceed to be issued by the Owner. Contractor shall commence the work within flue (5) calendar days from the Commencement Date. No Work shall be pertormetl at the ProJact site prior to the Commencement Data. Any Work performed by Contractor prior to the Common cement Data shall be at the sole risk of Contractor. The Work shall ba substantially completed within the time specified In the Raquast for Quotation/Scope of Work. Tha date of substantial completion of the Work (or designated po rtlona thereof) is the date certified by the Owner when construction is sufficiently complete, In accordance with the Contract Documents, so Owner can occupy or utilize the Work (or designated portions thereof) for the use for which it Is Into ndad. The Work shall reach final completion and be ready for final acceptance by Owner within the lima specified In the Req uast for Quotation/Scope of Work. Owner and Contractor recognize that since time is of the essence for any work under this Agreement, Owner will suffer fine nclal loss if the Work is not substantially completed within the time specified In the Request for Quotation. Should Contractor fail to substantially complete the Work within the specified time period, Owner shall be entitled to assess as liquid sled damages, but not as a penalty, the amount specified In the Request for Quotetlo n/Scope of Work for each calendar day thereafter until substantial completion Is achieved. Tha Project shall be deemed to be subatantlaliy com plated on the data the Owner issues a Certificate of Substantial Completion pursuant to the terms he roof. Contractor hereby exp rassly waives end relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of the Owner's actual damages at the time of contracting iF Contractor fails to substantially complete the Work In a timely manner. When any period of time is referenced by days herein, it shall ba computed to exclude the first day and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable Jurisdiction, such day shall be omitted from the computation, and the last day shall become the next succeeding day which is not a Saturday, Sunday or legal holiday. 24. � PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may request to receive Progress Payments. Subsequent to the first payment; Contractor must provide Owner with a fully executed Release and Affidavit In the form attached hereto as Exhibit "D" as a condition precedent to release of each progress payment. All applications for payment, whether for full payment or a progress payment shall be In writing, and in substantially the form attached hereto as Exhibit "E." 26. PAYMENTS WITHHELD. Owner may decline to approve any application for payment, or portions thereof, because of defective or Incomplete work, outstanding punchlist Items, subsequently discovered evidence or subsequent Inspections. The Owner may nullify the whole or any part of any approval for payment previously Issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other Agreement between Owner and Contractor, to such extant as may be necessary in the Owner's opinion to protect It from loss because of: (a) defective Work not remedied; (b) third party claims felled 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 ba completed for the rasa a or as MVIII-Conlredaf Aweftl ABAefaafll B01].808 Verd1 U unpaid balance of the Contract Amount; (e) reasonable Indication that the Work will not be completed within the Contract Tima; (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, Owner may, after three (3) days written notice, rectify the same at Contractor's expanse. Owner also may offset against any sums due Contractor the amount of any liquidated or unllq uldatad obllg etions of Contractor to Owner, whether relating to or arising out of this Agree mant or any other Agreement between Contractor and Owner. 26. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials ffom specifications shall be approved in writing by Owner In advance. 27. � CONTRACT TIME AND TIME EXTENSIONS A. Time Is of the essence in the partormanca of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Project by Its subcontractors and matarialman, as well as coordinating its Work with ell work of others at the Project Sita, so that its Work or the work of others shall not ba delayed or Impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all' portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. B. Should Contractor be obstructed or delayed In the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to Its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shell notify the Owner In writing within forty-eight (48) hours after [he commencement of such delay, stating the cause or causes thereof, or ba deemed to have waived any right which Contractor may have had to request a time extension. C. No Intarru ptlon, Interference, Inafficlency, suspension or delay In the commencement or progress of the Work from any cause whatever, Including those for which Owner may ba responsible, In whole or In part, shall relieve Contractor of his duty to pertorm or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Tlma; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 28. � CHANGES IN THE WORK. Owner 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 Itemized 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 sat forth herein, nc addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, am ployee or agent of Owner Is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall ba �In compliance with the County's Pepe'10 Ot 33 Mvlll-COn V9elOr Award Agreement 2g19.Og8 VarA Procurement Ordinance and Procurement Procedures In effect at the time such modifications era authorized. A Change Order in the form efts chad as Exhibit "F" to this Agreement, shall ba issued end executed promptly after an Agreement is reached between Contractor and Owner concerning the requested changes. Contractor shall promptly pertorm changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order In the manner as Owner end Contractor shall mutually agree. 29. 0 CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising ou[ of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Protect site, as wall as all Fools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 30. STANDARDS OF CONDUCT PROJECT MANAGER. SUPERVISOR EMPLOYEES. Tha Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Oisabllltles Act, Contractor shall supply competent employees who are physically capable of partorming their employment duties. Tha 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 bast interest of the County. 3t. Q TESTS AND INSPECTIONS. If the Contract Docu manta or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to ba specifically inspected, tested or approved, Contractor shall assume full responsiblllty therefore, pay all costs in connection therewith and furnish to the County the required cartiflcates of Inspection, testing or approval. All inspections, tests or approvals shall be partormed in a manner and by organizations acceptable to the County. 32. 0 PROTECTION OF WOR 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 bean made. If Contractor or anyone for whom Contractor is legally Itable Is responsible for any loss or damage to the Work, or other work or materials of the County or Cou nty's separate contractors, Contractor shall ba charged with the same, and any monies necessary to replace such loss or damage shall ba deducted from 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 prassu ras that will ands n9er it. C. Contractor shall not distuW any benchmark established by the County with respect to the Project. It Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally Itable, disturbs the Cou nty's benchmarks, Contractor shall Immadi ataly notify the County. Tne County shall re-establish the benchmarks and Contractor snail ba liable for all costs incurred by the County associated therewith. 33. EMERGENCIES. In the event of any emergency affecting the safety or proteetlon of persons or the Work or property at the Project site or adjacent thereto, Contractor, without spacial instruction or authorization from Owner Is obligated to act to prevent th reatenad damage, injury or loss. Pe9a N aI33 Mvlll-Gonlmabr AwerG Apreamanl 2019.003 VarA Contractor shall give the Owner written notice within forty-eight (48) hours after the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If [ha Owner determines that a change in the Contract Documents Is required because of the action taken In response to an emergency, a Change Order shall be Issued to document the consequences of the changes or verl atlons. If Contractor falls to provide the forty-e lght (4B) hour written notice noted above, the Contractor shall ba deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 34. � COMPLETION. When the entire Work'(or any portion thereof designated in writing by Owner) is ready for Its intended use, Contractor shall notify Owner in writing that the entire Work (or such desig Hated portion) is substantially complete and request that Owner issue a Certificate of Substantial Completion. Within a reasonable time thereafter, Owner and Contractor shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner does not consider the Work (or designated portion) substantially complete, the Owner shall notify Contractor in writing giving the reasons therefor. If Owner considers the Work (or designated portion) substantially complete, Owner shall prepare and deliver to Contractor a Certificate of Bubstantial Completion, Exhibit G, which shall fix the date of Substantial Completion for the entire Work (or design atetl portion thereof) and Include e tentative punchlist of Items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portions there ot) after the date of Substantial Co mplation, but Owner shall allow Contractor reasonable access to complete or correct Items on the tentative punchlist. Upon receipt of written certlflcatlon by Contractor that the Work is completed to accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, If Owner finds the Work acceptable and fully performed under the Contract Documents, Owner shall promptly issue a Certificate of Final Completion, Exhibit H, recommending that on the basis of Owner's observations end inspections, and the Contractor's certl£cation that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Is due and payable. Final payment shall not become due and payable until Contractor submits: A. The Release and Affidavit In the form attached as Exhibit "D." B. Consent of Surety (If applicable) to final payment. C. If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipt, releases and waivers of Ilens, arising out of the Contract Docu manta, to [he extent end In such form as may ba desig Hated by Owner. D. The warranty in the form attached es Exhibit "I". Owner reserves the right to inspect the Work and make an ind apendant dalarmination as to the acceptability of the Work. Unless and until the Owner Is completely satisfied, the final payment shall not become due and payable. Pe89 12 of 93 MWtI-CAOI/Heb/Awe/tl Ag/aemanl 201'l.009 VBC1 35. � WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the req ulremanta as speciiad, and will be of satisfactory malarial and quality production, free from defects, and sufficient for the purpose Intended. Goods shall be delivered free from any security Interest or other Ilan, ancumbran ce or claim of any third party. Any services provided under this Agreement shall be provided In accortlan ce wlYh generally accepted professlo nel standards for the particular service. These warranties shall survive inspecYlon, 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 ba 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 era in addition to those implied warranties to which the County is entitled es a matter of law. 36. AGREEMENT TERMS. If any portion of this Agree mant is held to be void, invalid, or otherwise unenforceable, In whole or in part, the remaining portion of this Agreement shall remain in effect. 37. ADDITIONAL ITEMS/SERVICES. Additional Items and/or services may be added to lhls Agreement In com pllance with the Procurement Ordinance, as amended, and Procurement Procedures. 38. DISPUTE RESOLUTION. Prior to the InlHation 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 neg otletlon shall ba attended by representatives of Contractor with full dacislon-making authority and by Gounty's staff person who would make the presentation of any settlement reached during neg otlatlons to County for approval. Falling 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 Medi atlon before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall ba attended by representatives of Contractor with full dacislon-making authority end by Cou nty's staff parson 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.'i02, Fla. Stet. 39. VENUE. Any suit or action brought by either party to this Agreement against the other party ralating to or arising out of this Agreement must ba brought In the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 40. � .. _. .. _hem ••e-a£ilFxa�-isr-this-gr�oJaet PeBa'13 of 33 Mvlll-CanYecLor Awertl Agreement 201 P.008 VerA L:J � AGREEMENT STAFFING. Tha Contractor's person nal end management to be utilized 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 ba utilized in the pertormance of the Agream ant. The Contractor shall assign as many people as necessary to complete raq wired services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet raq wired se rvlcas. 47. � ORDER OF PRECEDENCE. In the avant of any conflict between or among the terms of any of the Contract Documents, the [arms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 42. 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 Agree mant, or any part herein, without the County's consent, shall ba void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that Its assig nee be bound to It and to assume toward Contractor all of the obligations and rasponslbili[ias that Contractor has assumed toward the County. 43. SECURITY. Tha Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks era valid for five (5) years and the Contractor shall be responsl bla for all associated costs. If required, Contractor shall be responsl bla 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 Ilm ited to, checking federal, state and local law enforcement records, including a state and FBI fing erprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall ba required to maintain records on each employee and make them available to the County for et least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Itlentificatlon badges at all times while pe rtorming services on County facll it{as and properties. Contractor ID badges are valid for one (7) year from the date of issuance and can ba renewed each year at no cost to the Contractor during the time period in which their Peeo ++ of sa nmm�-contramor nwem neraoo,enr aon.00e vern C 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 (OL-FMOPS@colller9 ov.net) whenever an employee assignetl to Collier County separates from their employment. This notification Is critical tc ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a ded uctlon of $500 par incident. 44. � SAFETY. All Contractors and subcontrecto ra pertormin9 service for Colller County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards antl any other applicable rules end regulations. Also, all Contractors and subcontractors shall be rasponsib la for the safety of their employees antl any unsafe acts or conditions that may cause Injury or damage to any parsons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Adminlsiration (OSHA) to enter any Collier County Facility, property and/or rig ht-of-way for the purpose of inspection of any Contractor's work operations. This provision Is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that Is being pertormad on Collier County Property. Colller County, as the owner of the pro party where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier Cou nty's Rlsk Management Division Safety Manager end/or Safety Engineer. (intent/one!/y /eft b1enK -signature page to Fo/low) Pages 16 of 88 Mulll-C OOI/eclo� Awe�tl AB�uemBOl 20t9.006 VBC'I IN WITNESS WHEREOF, the parties hereto, have each, respactively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: ,n.�;> . f:ai,q(J{i ..,;,, tlr. Crystal W Kph j��Ir$�rK A,�f�.Couna & coinpt. a a �}i�j.•y � Sy �. Cg Oatedi �1'Y7 r r4it 'st�l'rzlurognly:, . Contract 1"s��W ltnass as: 1�` �_�� Contractor's Flrs[ Witnasa Wllllam Ford TTypa/Bri nt wltnass nam�T Contractor's Second Witneas Helen Jonas TType/print wltnass namaT Appro ad a,4 to F d Legality: U /}}County Attorney "int�t 'ama BOARD OF COU TY COMMISSIONERS COLLIER CO DA sy. C� G `. W. oDaniel, r., ', Cha rman D Ang I B th rs LLC d/b/a Aquaganix Contractor BY: Signature Gaor a 6owlin B al ass D va r TTypa/print sig ura and [ItIaT rnrra �a or ao �` Mulll-Conyecla� Awefd Aymamenl ]O'I>-OOO Vaf.t� J Exhibit A Scope of Services 0 following this page (pages t through 2 ) � this exhibit is not appllcabla �'n o Pages t'! of 38 MWII-COOVBOIO�AwaN AgrBBtnenl 20t"l.006 Va�.t Services for the removal of exotic and other nuisance vegetation by manual and mechanical mathoda including chemical and/or physical removal. Trees, bushes, and other vegetation may be cut with machetes, chain saws, brush trim mars, etc. and/or treated with chemicals, or removed by other methods depending on the requirements of the particular project and as directed by the County department. Treatment and removal of exotic and other nuisance vegetation must be in accordance with Florida State law, and the named ewardea(s) must provide and maintain all applicable licenses during the duration of the resultant contract. Species to be removed during the duration of this contract include, but are not Iim ited to: Category 1 and 2 species listed on the most current Florida Exotic Past Plant Council (FLEPPC) invasive species list. • Any other undesirable species as directed by the project manager. Additionally, the Contractors) must: 1. Provide professional assistance determining the most effective methodology to remove exotic vegetation. 2. Not dispose of debris into waterways. 3. Provide per acre pricing quotes on each project as requested by the project manager. The County may seek price quotes from one, or all, Contractors on the contract (as described fn the Work Assignment Procedure). Quotas must Include description of the project, location, tlescri ptlon of the sarvica to -be provided and cost par acre. Contractor's quotes must ba detailed as described by the Project Manager and Contractors' Invoices must match quotes. 4. Coordinate with other selected Contractor (s) to complete the job as directed by the protect manager. 8. Provltle the service so as not to damage or destroy native vegetation within the area of exotic treatment. Dues caution must be given to the surrounding habitat. 6. Minimize disturbance to surtaca area. Replace damaged native vegetation according to Cou nfy Code. 7. Provide equipment in good repair necessary to pertorm the described services in particular and the equipment necessary to com plate related tasks. If additional aq uipment (i.e. crane, bucket truck, ditch witch, etc.) is needed, the County must ba notlfletl in advance, for final approval. The relm bursement of rental equipment expense shall ba at cost, commencing when it arrives at the sarvica site. Tha Gounty reserves the right to request documentation of the Contractor's cost and to withhold payments until documentation is provided. 8. Ensure that all equipment (I. e. owned or rented vehicles, sprayers, etc.) is clean and tree of potential exotic species to avoid transference, prior to entering the project ails to commence work. Collier County staff reserve the right to Inspect end approve or deny the equipment from entering the project site prior to the commencement of the project. 9. Document pre -project existing conditions of project site and adjacent private property by photographs, video or other means at each work site, prior to commancamant of any work, upon County's request. 10. Restore any damages caused 6y the completion of this project to the documented pre -project condition. Should a damage dispute arise, and the Contractor subsequently disputes the claim, It is the Contractor's rasponsibllity to provide pre -project existing condition tlocumantatlon. 11 . Provltle the Project Manager with a written list of all herbicides, adjuvant, and diluents and their mixing ratios. 12. Perform all exotic vegetation treatment operations in an orderly and safe manner complying with the current County Malntenanca of Traffic (MOT) policy (If required). All work shall be performed within the right-of-way and/or easam ants. All operations shell be in accordance with a Collier County's Malntenanca of Traffic Policy, #5807, Ravlsed January 1, 2005, copies of which are available at: http://purchasing.colllergov.natNendors/Shared % 20Documants/Malntenanca%20of°�620Treffic%20( Pages 'I of 2 CY MOT).pdf. A Malntananee of Traffic Plan shall be approved In writing by the Department prior to the start of the protect. Any equipment left In the right-of-way overn {ght shall ba parked outside of the clear zone and as close as possible to the right-of-way Ilne. No equipment shall be parked in the median regardless of the width of [he median. 13. Inform the County Protect Manager of work location and proposed schedule. 14. Leave site in a clean, neat and orderly manner including pick up and ram oval of all loose end unsightly vegetation materials on a daily basis. Daily clean-up operation must include removal end proper disposal of all trash. trimmings. and debris deposited on site. Felled trees may ba neatly stacked, pursue nt to South Florida Water Management District Malalauca guidelines, with approval of project manager, to be datarm lned In advance. Ruts made In the soil must ba removed by the Contractor. 15. Provide fora maximum of two (2) months, or lass If directed by the Project Manager, mortality evaluation period from the substantial com elation date noted in any order provided by the department to the Contractor. The Contractor shall demonstrate to the County that all exotic vagataklon on site has bean exterminated to the complete satisfaction of the department. Any ra-growth of stumps or plants that were not eradicated shall be properly ra-treated by the Contractor at no additional expanse to the department. Following this secondary ra-treatment, there shall be a one (1) month, or lass if directed by the Project Manager, mortality re-evaluation period to daterm ine effectiveness of re- treatmant. 1B. Agree that when a period of time Is referenced by days, It shall be computed to exclude the first day and Include the last day of such a period. If the last day of any such period falls on a Saturday or Sunday, or any County observed holiday, such day shall be omitted from the computation, and the last day shall become the next succeeding day which is not a Saturday, Sunday or legal holiday. 17. Maintain work hours Monday through Friday from 7AM — 5PM unless otherwise directed 6y the County dapartmant Project Manager. 18. Park vehicles and equipment in areas designated only by the County dapartmant and with prior permission of the Protect Manager. Pella 2 of 2 CA Exhibit B Fee Schedule � following this page (pages _through _) ® this exhibit Is not applicable Pages to of g3 MUI11Aon4ecbt Awertl Agreamen12gt9.g08 Vett O� Exhibit C-9 � this axhib it is not applicable PUBLIC PAYMENT BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That as Principal, and as Surety, located at_ (B usinass Address) era held and firmly bound as Obll9a In the sum of _) for the payment whereof wa bind ourselves, our heirs, executors, personal successors and assigns, jointly and severally. WHEREAS, Principal has entered Into a contract dated as of the _day of 20_ with Oblige for in accordance with drawings and specifications, which contract is Incorporated by reference and made a part hereof, and Is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined In Section 255.05(1 ), Florida Statutes, supplying Principal with labor, materials or su pplles, used directly or Indirectly by Principal in the prosecution of the work provided for in the contract, then this bond Is void; otherwise It remains in full force. Any changes In or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect sureties' obligation under this Bond. Tha provisions of this bond are subject to the time Iimitatlo ns of Sactlon 255.0592. In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regard lass of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above pa rtlas have executed this instrument this day of 20�„ the name of under -signed representative, pursuant to authority of Its governing body. Puge '18 Of �3 MNO-COn<fcc(Of Awe/tl A9/cemenl 20t9.0O6 V 6 Signed; sealed and dellverad In the presence of: Witnesses as to Principal STATE'OF COUNTYC PRI NCI PAL: By: _ Name: Its: _ Tha foregoing Instrument was acknowledged before ma [hla of 20_, by as of a corporatlon, on behalf of the corporatlon. He/she Is personally known to ma OR has produced as Identification and did (did not) take an oath. My Commtsslon Expires: (signature of Notary) Names: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, Steta of Commisalon No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witnase as to surety ' (Printed Name) OR rase ao of sa Mu1l4Gonlrealor AweM HQreamant 201 ].008 Vac1 As Attorney In Fact (Attach Power of Attorney) WItnB66Be (Business Address) (Pdnted Names) (Telephana Number) STATE OF COVNTY C Tha foregoing Instrument was acknowledged before me this of 20_, by as of ,Surety, on behaM of Surety. He/She Is personally known to ma OR has produced as IdantiFlcation and who did (d Id not) take an oath. My Com mlaslon Expirea: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, States of ' Commission No.: Pages Yt or 00 MVIII-Canlre clot Awertl H6re9men1209.00B j J � this exhibit is not applicable EXHIBIT C-2 PUBLIC PERFORMANCE BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That as Principal, end as Surety, located at (Business Address) era hold and firmly bound to as Oblige in the sum of ($ j for the payment whereof we bond ourselves, out heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered Into a contract dated as of the _day of 20_, with Oblige for In accordance with drawings antl speciflcatlons, which contractor Is incorporated by reference antl made a pat hereof, and Is referred to as the Contract. THE CONDITION OF THIS BOND Is that If Principal: �. Performs the Contract at the times and in the manner prescribed in the Contract, and 2. Pays Oblige any and all losses, damages, costa and attorneys' fees that Oblige sustains because of any tlefault by Principal untler the Contract, inclutling, but not IlmiYad to, all delay da magas, whether Ilquidatatl or actual, Incurretl by Oblige; antl 3. Performs the guarantee of all work end materiels furnished under the Contract for the time specified In the Contract, then this bond is voitl; otherwise it remains In full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connectetl with the Contract or the changes do not affect Burettes obligation under this bond. The Surety, for value received, hereby stipulates and agrees that no changes, a#ansions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise effect Its obll9ations under this bontl, and it does hereby waive notice of any such changes, extensions of time, alternations or additions to the terms of the Contract or to work or to [he speclflceilons. Pass zz or as MYltl-COnlreebf AwBrtl Agreement 20t➢.00a V�� 1. This instrument shall ba construed in all respects as a common law bond. It Is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable In [he aggregate to Oblige for more than the penal sum of this Performance bond regardless of the number of suits that may ba filed by Oblige. IN WITNESS WHEREOF, the above paltias have executed this instrument this day of 20_, [he name of each party being affixed and these presents duly signed by its undersigned raprasantative, pursuant to authority of Its governing body. Signed, s¢alatl and delivered in the presence of Witnesses as [o Principal STATE OF COUNTY( PRINCIPAL: By: Names: Its: The foregoing Instrument was acknowledged before ma this _day of 20_ by as of a corporation, on bahaH of the corporation. Ha/She Is personally known to me OR has produced as identification and did (did not) lake an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Paaa as or as Mu1114on1metor AwerJ Aereemenl 20'19.00a A ATTEST: Witness as to Surety Wltnessas SURETY: (Printed Name) (Business Address) (AuthoYlzad Signature) (Printad Names) OR As Attorney in Fact (Attach Power of Attorney) (Business Addrese) (Printed Names) (Telephone Number) STATE OF COUNTY OF Tha foregoing instrument was acknowledged before me this _day of Za_. by — as of Surety, on behalf of Suraiy. Ha/Sha Is personally known to me OR has produced as Idantificatlon and who dfd (tlid not) take an oath. My Commission Expires: (Signature of Notary) Names: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Pages 24 01 d3 MYgFConlrea�af AweM HgraamaN 2Bt9.OBB Va 1 �IJ � this exhibit Is not applicable EXHIBIT ❑ RELEASE AND AFFIDAVIT FORM COUNTY OF ( � STATE OF (_ ) Before me, the undaral9 netl authority, personally appeared who after being duly sworn, deposes and says (1) In accordance with the Contract Documanta and in consideration of $ to ba received, ("Contractor") releases and walvea for Itself and It's subcontractors, material -men, aucce¢sora and ae¢Igna, all clalma demands. damages, coats and axpen¢e¢, whether In contract or in fort. agalnat [ha Board of County Commis¢lonara of Collier County, Florlde, relating In any way fo the performance of the Agreement between Contractor and Owner, dated 20_ for the period from to . Thle partial waiver and roleasa Is conditioned upon payment of iha conaidarafion de¢cribad above. It Is no[ effective until Bald payment le received In paid funds. (2) Contractor certifies for Itself and its eubconlractora, material -man. auccea¢ors and assigns, [hat all char9ea for labor, materials, auppllae, lands, licenses and other expanses for which Owner m19ht be sued or for which a Ilan or a demand agalnat any payment bontl might be filed, shall be fully satlaflatl and pall upon Ownara payment to Contractor. (3) Contractor agrees t0 Indemnify, dafantl antl save harmless Owner ffom all tlemanda or sulfa, actions, claim¢ 01 Ilans or other charges Bled or asserted against the Owner arising out of the partormanca by Contractor of the WOB covered by thla Raleaae end Affitlavit. (4) Thla Releaea end Affidavit Is 91ven In connection with Contractor's [monthly/goal] Application for Payment No. CONTRACTOR BY: ITS: DATE: [Corporate Seal] STATE OF COUNTY OF Tha foregoing Inatrumant was acknowledged before me this _day of , 20_, by ,as of .ao corporation, on behalf of the Corporetlon. He/she la personally known to me hea produced as identlFlcatlon and did (did not) take en oath. r My Commisalon Expire¢: (SlgnaWra of Notary) NAME: 0.egibly Printed) Notary Public, 5lafe of (AFFIX OFFICIAL SEAL) Commisalonar No.: PHBa 29 0/ 33 CO6 Mulll-Contractor Award AaraemeA 9.aOB Vert 0 tF1is exhibit Is not applicable EXHIBIT E FORM OF CONTRACT APPLICATION FOR PAYMENT (County Protect Manager) (County Department) Colllar County Board of County Commiaslonera (the OWNER) or Colllar County Water -Sewer District (the OWNER) FROM: (Contractor's RaprdaentatNe) (Con Vector's Neme) (contractor's Atldraaa) RE: Original Contract Tlme: Ravlaed Contract Times: Ratelnaga � 1 D% thru[Insert data] $ Ratainage � _ %attar [Insert data] $ Percent Work com plated to Date: % Percent ConVact Times complalatl to Data % Liquidated Damagae to be Accrued $ Bitl No. Protect No. Application Date Payment Applicetlon No. for Work accampliahed through the Dete: (Project Name) Ori9lnal Contract Amount $ Total Changes Orders to Data $ Revised Contract Amount $ Total value of Work Completed and stored to Date $ Lees pravioua payment (e) $ AMOUNT DUE THIS APPLICATION: $ ATTACH SCHEDULE OF VALUES AND ACCOM PANYINO DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undarelgnad CONTRACTOR aertlfies that: (1) all previous progress paymanta received from OWNER on account of Work done untlar the Contract fefemed to above have bean applied to dlacharga in full ell obligagona of CONTRACTOR incurred In connection wLLh Work covered by prior Appllcatlona £or Payment numbered 1 through inclusive; (2) title to all materiels and equipment Incorporated In Bald Work or othenMlsa listed In or covered by this Applicetlon for Payment will peas to OWNER at time of payment Trees end clear of all Ilans, clelma, security Interests entl encumbrances (except such as covered by Bond acceptable to OWNER); (3) all amounts have been paltl for work which previous payments were Iasuad end received from the OWNER and the[ current payment Is new due; (4) and CONTRACTOR agrees that all overtone as shown on Iha monthly aeHmate summary shall, In tact, ba addetl to lha revised contract and shell ba incorporated Into a future Change Order: By CONTRACTOR: (ConMec[or's Name) (SlgnatV ra) DATE: (Type Name S Tltla) (shell ba signed by a duly authoHzad rapreaentanve of CONTRACTOR) Payment to the CONTRACTOR for lha above AMOUNT DUE THIS APPLICATION la recommended: By Dealgn Profesalonal (OP's Name) (signature) (Type Names & Tltla) Payment to the CONTRACTOR for the above AMOUNT OVE THIS APPLICATION is approved: By OWNER'S Pro]ect Manager: Pena rse or as (Signature) DATE: (Type Names and T Mu11LConlre clot Awertl Aamement tat 9.ap6� 6 0 this exhibit is not applicable EXHIBIT F CHANGE RDER p Contract Motll(Icetlon O Work Ortler Motlgicatlon contract#:� Chan90#:� Purchase Order ri: Protect N: Contractor/Firm Names: Project Names: ProJec[ Manager Name: Department: Original Contract/Work Order Amount Original 6CC Approval Data; ABantle Item # Currant BCC Appro�atl Amount Last 6CC Approval Da[a; Agenda Item # Current Contract/Work Order Amount SAP Contract Expiration Dales (Master) Dollar Amount of this Change #DIV/OI Total Change M1om Original Amount , , Raviaad Contract/Work Ortlar Total 0.00 #DIV/OI GhanBa from Currant BCC ApprovaA Amount Cumulativa Chan a � c.Oc #DN/OI � Chan a fmm Current Amount Completion Date, DeecriptlOn of [ha Teaks) ChanBa, and Ratlonela for the Change Notice t0 Procaetl � Original 1�� Lest Approved Revisatl Oate DOta COmplaHOn Oate u Data � InGudeE th18 Ohenpe) ri Pt Dave Addetl � SelacT Taaka 0 Add new Isak(a) Q Dalaw teak(e> O Change teak(&) � O<har (EEe below) Proyltle a raeponae to the following: L) tlatalletl antl epeeige axplanetlon/ratlOnala o(tha raqueatatl changa(s) to the taek(a) and / or the atltligonal days atldad (If raquea[etl){ 2.) why this c�anga Wea not Includetl In the oriBlnel cantracp antl, 3.) tleacrlbe the . _ _ _ _____ _ __� __ ___ _ ..., ....e m .mnunn fmm ehw DaalOn Profaeabnal antl/Or Contraetor If neatlatl. Prape red by: Dela: (Project Manegar Nama end Division) Acc eptence of lhla Change Order shell conaglute a motllFlcatlon [o oonhact /work order Idantiflatl above antl will be aubjact to ell the terms and contlitlona as mntetnatl in Iha contras[ /work ortlar Intlicatetl above, ea ful^y as If the eama were stated in iMa acceptance. Tha adjustment, If any, to the Contract shall conelltuta a full antl Flnal saltlamani of a y antl ell olalma Of lha Conirector /Vendor / Consultant / DaelBn Pmfesalonal arlsln9 out of or ralatetl to Ina change eat forth herein. Inclatling claims for ImpacF antl tlalay costa. Accaptetl by: Date: (Contractor / Vantlpr /Consultant / Dealgn Profaaslonal antl Nama Of Firm. If project applicable) Approved by: Dales: (Dae19n Profesabnal and Name of Flrm, If project applloeble) Appravetl by: Oats: (Procurement Profasslonal P a99 29 of as Mulll-Contractor Award Agreement 2a14.0 t V � this exhibit is not applicable EXHIBIT G CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. ENGINEER'S Protect No. PROJECT: CONTRACTOR Contract For Contract Data This Certificate of Substantial completion applies to all Work under the Contract documents or to the following specified parts thereof: To OWNER And To Tha Work to which this Certificate applies has been Inspected by authorized repress ntatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be substantially complete in accordance with the contract documents on: DATE OF SUBSTANTIAL COMPLETION A tantat{va list of Items to be completetl or corrected Is attached hereto. This Ilst may not be all- inclusive, and the failure to include en Item in It does not alter the responsibility of CONTRACTOR to com plate all the Work in accordance with the Contract Documents. The items In the fentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. Pegg 28 0! ]] � Mulll-COnbecla�AWOrE Pg�eaTBM 20'I ]. S cl Tha responsi bllitiea between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance antl warranties shall be as follows: RESPONSIBILITIES: OWNER: CONTRACT OR: The following documents era attached to and mega a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor Ia It a release of CONTRACTOR'S obligation to complete the Work in acco rd ante with the Contract Documents. Exacutetl by Daslgn Professional on 20_ Daslgn Professional BY: Types Name and Title CONTRACTOR accepts this Certificate of Substantial Completion on 20_ CONTRACTOR BY: Types Names and Title OWNER accepts this Certificate of Substantial Completion on 20_ BY: Type Name antl Title Pepe 20 0182 Mu10.Contractor Awartl ABreamenl 20'I ].000 Q this.axhibit Is not applicable OWNER'S Project No PROJECT: CONTRACTOR Contrect For Cohtract Date EXHIBIT H CERTIFICATE OF FINAL COMPLETION ENGINEER'S Project No. This Certlficate of Flnal completion applies to all Work under the Contract documents. To And To Tha Work to which this Certificate applies has been Inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be finally complete in accordance with the contract documents on: DATE OF FINAL COMPLETION The warranty In Exhibit I is attached to end made a part of thla Certificate: Pega i0 oI BS ///fff...�� MV111-Can4ectaf Pwertl Agreeman120t9.00B Vn/.n j 1 u Executed by Design Professlonal on � 20_ Design Professional By: Typa�Name and Tikle CONTRACTOR accepts this Certificate of Final Completion on 2D CONTRACTOR By: Type Name end Titles OWNER accepts this Certificate of Final Completion on 20 By: Types Neme and TItIe Tana a� or as Mulg-Coollaclo� TwaN Pgfaemenl 2gti.Og� V � this exhibit Is not applicable EXHIBIT I WARRANTY In .consideration of tan dollars, ($'10.00), receipt of which is hereby acknowledged, the undersigned CONTRACTOR does hereby provide, warrant and guarantee all work done and executed under the contract either directly performed by the CONTRACTOR or at the express request of the CONTRACTOR by a SUBCONTRACTOR or CONSULTANT. Project Name: Date of Final Com elation: Name and Address of CONTRACTOR: CONTRACTOR warrants and 9u arantees the work pertormad pursuant to the contract shall be free of all defects of malaria is and workmanship for a period of one year from the DATE OF FINAL COMPLETION. Tha undersigned party further agrees that It will, at Its own expanse, replace and/or repair all defective work and materials and all other work damaged by any defective work upon written demand by the COUNTY. It is further understood that further considaratlon for this warranty and guaranty is the consideration given for the requirement pursuant to the general conditions and specifications under which the contract was let that such warranty and guaranty would be given. This warranty and guaranty Is in addition to any other warranties or guaranties for the work performed under the contract and does not constitute a waiver of any rights provided pursuant to Florida Statutes, Chapter 95, at seq. DATE: CONTRACTOR f Sly Altast: Page 32 of 33 Multl-A ��nM Ageeemmt 3011p06 Vacl 4 V Other Exhibit/Attachm ant Description: Work Assignment Procedures � fo llowing this page (pages 'I through � ) � this exhibit is not applicable Pega 33 of 33 Muhl-AweN Agrcamen[ Y019.006 Vecl J 18-7459- EXOTIC VHGETATION REMOVAL WORK ASSIGNMHNT PROCHD V RE The County reserves the right to select one or more Contractors(s) in the following manner: For work between $O to less than $3,000: the County shall select one (1) of the Con[radtors b¢sed on exper[ise and experience with the requested task and on avallabffity. Por work between $3,000 to lass than $200,000: the County shall solicit not less than three (3) quotes from all the Contractors or issue a seperate soHdtatlon. Por worms that may exceed $200,000: the County shall solicit quotes from all oFthe Contractors or issue a seperate formal solidtatlon. The following Articles of the Agreement shall oialy be applicable for Projects over $200,000 Ardcle 22. Bonds Article 23. Liquidated Damages Article 24. Payments Ar[ide 34. Completion CAO �R � CERTIFICATE OF LIABILITY INSURANCE pwTE `""./ee,.-`.Y' 3/lnD2z TH16 CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER8 NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES e ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONBTITVTE A CONTRACT BETWEEN THE IHSVING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If tba eartlDaatH holtlsr Ia en ADDITIONAL INSURED. <he pollcy(laz) must have ADDITIONAL INSURED provinlona or be enderaetl. If SUBROGATION IS WAIVED, sub)ecl to the tarma and condltlona of <he policy, aartvin polblae may requ Va an entlorcamanL A etatemenl on thla aertlflcate does net confer N hta to tba certificate holder In Ileu of auch endorsement n . Assurance, a Marsh &McLennan Agency LLC company 20 N Martingale Roatl SVIIO '100 cT Kevin Raof � 3'12 825-5948 � 84T 440-9t 16 � Kavin.Roor MarBhMMA.com Schaumburg IL 80'I T3 c w: Starr Indemnit &rLleb Co 383t8 savElsL-of IDaAng010 ;N a: CAPITOL SPECIALTY INS CORP t0328 GOOtfacting Services, LLC tlbe Aquagenlx tD0 North Conaflan Dr1Va HOMESITE INS CO OF FL l'I t66 V :ENDURANCE AMER SPECIALTY INS CO 4'ITIe Llo tla of London 86202 Hazleton PA 1820'I ' r: AXIS SURPLUS INS CO 26820 COVERAGES CERTIFICATE NUMBER: t338924505 REVISION NUMBER: THIS I8 TO CERTIFY THAT THE POLICIES OF INBVRANCE LISTED BELOW NAVE BEEN ISSUED TO THE INS VREO NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANV REpUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCV MENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED OR MAY PERTAIN. THE IN6V RPNCE AFFORDED BY THE POLICIES OE3GRIaED HEREIN I8 BV BJECT TO ALL THE TERMS. EXCLUSIONS ANO CONDITIONS OF 9VCM POLICIES. LIMITS SHOWN MAY HAVE BEEN REOVCEO BV PAID CLAIMS. OrINeVMNOa Pm oqV Ntt/t/2022 nai X E NERwL Wallrry 1000025B242ttvN tl/l/202t EACH OCCVNpENce 2.000.00D B MAOe O CVR 8300.000 X g t0.000 i a 000.000 a 4.000 000 v OJECTA� C - /OV A00 d4000000 Tq ELwmury m9Dma94l ztl tvlrzD2t tvtrzga sz.DDD.000 x Rv <_.. F.weN s x os oNLY X os oNLY RY (P.r.�la.,,a s s s C X X CXP-000990-00 P-0Ot-000>44B52-Ol 11/1M021 12/B/2021 t2t3/202t 11/tM022 tt/1M022 11/t/2022 E3.ODO.000 _ 33.000.000 oNwL uvEna S SEE REMARKS A Ae 8 ;M Na�ecwoeoe uT Q tOD 0004826 (AO6p tOO 0004828 (FL. IIA) It/V202t ll/t/202t �t/t/p2p t/1YL022 Koo St.000.000 E Et,000,000 O�BGR PTIOIi OC OeEawTleua Oviw EL. V;eEgaE�PoIIcV LIMIT Y1.000.000 M avc PUlbUm v NV t0018268T00 EX202100>O-01 tt/M2021 ll/4/2D2t tt/4/2D22 t1/4/2D22 pml�O�e�AEB 5.000.000 5.000.000 5.000.000 h rpwoa) �Comp�and Comp on Collision DatlucObla oo Powavr units 1¢ $10.000. hallara Coll DeEucHDla le $2000�wvv Fimt Excaes Policy (CyXP-000990-00]lLlmlta: EecM1 Occurrence - $3,000.000; AgHa gate - $3.000.000 gala - $3,000,000 �OOt�000T44) s Each Oc urrancaO0,0200:0ADgg 9 $ 000: Ag9ragata - $2,000,D00 Thbd Excaxas Poloy (P 52-Ott) Llml Collier County Bcartl of Ccunly Commlaeionem Is Inclutletl es edtllhonal lnsuratl as raqubed by written contract wLLh reapacl [c general liability par the larma and conditions of [he policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE OELWEREO IN ACCORDANCE WITH THE POLICY PROVISIONS. COIIiOr County 332T Temiami Trail E Naples FL 34l 12 oa�zEo ®'1988-20'IB ACORD CORPORATION. All rights rosarvad. AGORD 26 (2016/03) The ACORD name antl logo era registered merles of ACORD EXHiHiT "B" Execution Vers/on SECURED PARTY SALE AGREEMENT This SECURED PARTY SALE AGREEMENT ([his "Aereemeni"), dated as o£December 13, 2021, is by and among DeAngelo Conhaciing Services, LLC, a Delaware limited liability company ("DCS'7, DeAngelo Vehicles Sales LLC ("DVS" end, together with DCS, collectively, the "Purchaser'7, PNC Bank, National Association, and PNC Equipment Finance, LLC (collectively, "Secured Party"). WHEREAS, DBi Services, LLC, a Delaware limited liability company ("DBIS"), DBi Holdings, LLC (^Holdines"j, and DeAngelo Brothers, LLC, a Pennsylvania limited liability company ("�" and, together with DBIS and Holdings, the "DB Parties"), ere each engaged in the business of infrastructwe, roadways, railways and facilities maintenance, repair and management services and emergency incident response services (collectively, the "Businesses"); WHEREAS, Secured Party, as agent for itself and [he financial institutions from time to time party thereto (the "Lenders"), the DB Parties and certain other borrowers and guarantors are parties to that certain Revolving Credit, Tenn Loan and Security Agreement and Guaranty, dated as of May 27, 2021, as amended pursuant to that certain Amendment No. t and Consent fo Revolving Credit, Term Loan and Security Agreement and Guaranty, dated as o£ July 15, 2021 and as further atnended pursuant to that certain Amendment No. 2 and Consent to Revolving Crediq Tenn Loan and Security Agreement and Guaranty, dated as o£ September 30, 2021 (collectively, the "Credit Aereement"), under which the Secured Percy and the Lendors made loans, advances and other Financial accommodations to the DB Parties and the other borrowers and guarantors on the terms and subject to the conditions set forth therein and in accordance with the Other Docuraien[s (as defined in the Credtit Agreement; the Credit Agreement and Other Documents referred to herein collectively as, the "L� Documents'"); WHEREAS, certain events of default ocemred and are continuing under the Loan Documents; WHEREAS, Secured Party and the DH Parties, a well as the other parties to dte Loan Documents, through good faith and erm's length negotiations, during which each patty was represented by independent legal counsel, reached an agreement whereby the DB Parties voluntarily agreed to sun�ender certain collater¢1 To Secmcd Party in an effort to reduce their Obligations (as defined in the Credit Agreement) to Secured Party; WHEREAS, Secured Party and the Purchaser have engaged in good faith, ann's length negotiations [o reach an agreement regarding the Purchaser's purchase o£ the Purchased Assets fi�om Secured Party; WHEREAS, the Purchaser desires to purchase the Purchased Assets from Secured Party, and Secured Party desires [o sell to the Purchaser the DB Parties' interests in the Purchased Assets, all in the mamrer, and subject to the terms and conditions set forth in this Agreement and the other Transaction Documents; and WHEREAS, this sale by Secured Party to the Purchaser is being conducted as a private sale pursuant to §§ 9-610, 9-611 and 9-612 o£the applicable Uniform Commercial Code (the "UCC"). NOW, THEREFORE, in consideration of the foregoing the respective covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS: CONSTRUCTION l.1 Definitions. As used in this Agreement (including the t-ecitals and Schedules hereto), the following terms shall have the £ollowing meanings: "�" means fv-ch Inam-ance Company. "Affiliate" means, as to any Person, any other Person that controls, is controlled by, or is under common control with, such Person; as used in this definition, "control" means (a) the ownership of more than 1 O % o{ the voting securities or other voting interest o{ arry Person (including attribution from related parties), or- (b) the possession, directly or indirectly, o{the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. •'Bills of Sale" means, collectively, (i) a Bill of Sale and Assignment and Assumption Agreement among the Purchaser and Secured Party with respect to all of the Purchased Assets, and (ii) a Bill of Sale among the Purchaser avd Secw�ed Party with respect to all of the Purchased Titled Assets, in each case in Form and substance reasonably satisfactory to the Purchaser and Secm�ed Party. "Business Dav" means a day other than a Saturday, Sunday or other day on which banks iu Wilmington, Delaware are required or authorized to close. "Cash Collateral Deposit Aanount" means the amount in respect of payments made to the DB Patties by Arch, for further distribution to the Purehaseq mlating to certain cash collateral held for deductible obligations under workers' cornpensa[iort, genera] liability and auto liability policies issued by Arch from November 1, 2008 through October 3l, 2013. "Code" means the Internal Revenue Code of 1986, as amended, together with any rules or regulations promulgated therenudcr. "Collateral Surrender Aaa ent" a s that certain Agreement Regarding Voluntary Surrender o£ Collateral and Consent to Saleciu form and substance satisfactory to Purchaser and Secured Party, regarding the voluntary surrender of certain collateral to Secured Party, by and among each of the OB Parties and Secured Party. "Contract" means any written or oral agreement, contract, instmmenq connnitnenq (case, guaranty, indenture, license, obligation, undertaking, sales order (including delivery orders, purchase orders and change orders), teaming agreement, joint venture, basic ordering agreement, pricing agreement, letter contract or other arrangements or understandings between two or more Persons or by one Person in Favor of another Person, es well es any bids or proposals, which if accepted would result in a binding Contract. "DBI Canada" means DBI Canada, LLC, a Delaware limited liability company. "DTS" means Digital Traffic Systems, Inc., a Delaware corporation. "Emnlovee Benefit Plans" means, collectively, each `bmployee pension benefit plan", as defined in Section 3<2) of ERISA, each "employee welfare benefit plan", as defined in Section 3(1) of ERISA, and each ocher agreement, plan, program, fund, policy, Contract or an'angement (whether written or unwritten) providing compensation, benefits, pension, retirement, superannnatioq proffi sharing, stock _2_ bonus, stock options, stock option, stock purchase, phantom or stock equivalent, bonus, thirteenth month, incentive, deferred compensation, hospitalizatim, medical, dental, vision, vacation, life insurance, death benehq sick pay, disability, severance, fringe benefit, supplemental unemployment benefits, change in control, nonqualified deferced compensation, termination indemnity, redundancy pay, educational assistance, holiday pay, housing assistance, moving expense reimbursement, fringe benefit or similar employee benefits. "Environmental Claim" means any and all administrative ov-judicial actions, suite, orders, claims, liens, notices, notices of violations, investigations, complaints, requests for in£onnation, proceedings or other covnmunication (written or oral), whether criminal or civil, pursuant to or relating to any applicable Environmental Law. "Environmental Law" means any and all Laws, Orders, Environmemal Permits, policies, guidance documents or agreevrents with any Govemmental Entity, relating to the protection o{ health and the environment or worker health and safety or governing the handling, use, generation, treahneni, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling or Release of or exposure Io Hazat'dous Materials. "Environmental Permit^ means any federal, state, local, provincial or foreign Permits required or issued by any Governmental Entity under or in connection with any Environmental Law, including any and all Orders issued by or entered into with a Govemmental Entity under any applicable Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended on or prior to the Closing. "Existine TSA" means that certain Temporary Services Agreement, dated as of November 1, 2021, by and between the Purohaser and the DB Parties, as amended Through the date hereof. "Existine TSA Collections Amount" means all amounts in respect of collections from customers serviced by DCS pm'suant to the Existing TSA and during the term thereof. •`Existine TSA Deposit" means $ which a unt w s transferred to the DB Parties by the Phrehaser prior to the date hereof pursuant to Exhibit A of the Existing TSA under the heading ••Non -Refundable Deposit" "Existine WARN Acf Li[ieation" means the litigation se[ forth mt Schedule L Ilal. '•Files end Records" means all Eles and records, whether in hard copy, electronic or magnetic format or otherwise, o£ the DB Parties, inWuding: all lists, r cords and other information pertaining to accounts; ell books, ledgers, ffies, business records, legal files and legal records of every kind; all customer and vendor Sles; all equipment warranty information, trade secrets and customer specifications; and all correspondence with Govemmental Entities. "�,L'^ means the generally accepted accowuing principles as in effect front time to time in the United S[etes, consistently applied. "Governmental Entity" means any inshvmentality, subdivision, court, administmtive agency, commission, official or other authority of the United Sfe[es or any ocher country or any state, province, prefect, municipality, locality or ocher govertmtental or political subdivision thereof, or any -3- quasi-govermnental or private body exnxising any regulatory, [axing, importing or other governmental or quasi -governmental authority. "Hazardous Material" means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos -containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead ar lead -containing materials, polychlorinated biphenyls; and any other chemicals,, materials, substances or wastes in any amount or concentration which are regulated under or For which liability can be imposed under any Environmental Law. "Intellechral Property" means: (a) all inventions (whether- patentable ar unpetentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations -in -part, divisions, revisions, extensions and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewitly and all applications, registrations and renewals in connection therewith; (e) all copyrightable works, all copyright rights, and all applications, registrations and renewals in connection therewith; (d) all Trade Secrets; (e) all computer software (including object and executable coda, scripts, spume code, data, databases and related docmnentation, including but not limited to installation and operation manuals) (collectively •`Software"); (f) all Internet websites, including domain name rcgiatratiorrs and content end Software included therein; (g) all other proprietary righta; (h) all rights to recover for past, present and future infringement of any of the Foregoing; and (i) all copies and tangible embodiments thereof (in whatever form or medium). "Junior Liens" rneana any Lien in favor of any Person [hat is junior in priority io the Liens securing the obligations of the DB Parties and the other borrowers and guarantors to Secured Party undea- the Loan Documents and in accord¢nce with applicable law. '•�' [Weans all laws, statutes, rules, regulations, or-dinancea and other pronouncements having the effect of law of [he United States, any Foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Entity. "Lien" means any lien, mortgage, pledge, security interest, encumbrance (statutory or other), easement, option, right oFSrst oF£ r, right aF firs[ refusal, adverse claim, conditional sale agreemenq or any other Waim or charge similar in purpose or effect to any of the foregoing. "Cosa" means any loss, damage, diminution in valve, tine, fee, penalty, deficiency or expense (including interest, court costs, reasonable fees of attorneys, accountants and other exper<s or other expenses of litigation or other proceedings or pursuits of rights to indemniRca[ion). "Order" means any order, writ, judgment, decree, injunction or similar order of any Governmental Entity (in each case whether preliminary or final). "Oreanizational Doc enter" means certificates of incorporation, bylaws, certificates of forxneiion, limited liability company operating agreements or similar formation or governing documents of ¢ particular entity, including all amendments, modification and supplements thereto. "Permits" means all permits, licenses, franchises, registrations, certificates, approvals, consents or other similar authorizations. -4- "Permitted Lien" means: (a) liens £or property taxes and assessments not yet due m- payable; and (b) ianntaterial liens of mechanics, laborers, warehousemen and similar statutory liens arising in the ordinary course of business for amouvts not yet due. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, nest (charitable or non -charitable), unincotporated organization, other form of business entity or Governmental Entity. "Pre-Closine Environmental Liabili[v" means any liabilities, obligations or Losses arising from or relating [o: (a) any violation or alleged violation o£, noncompliance with, or liability under Environmental Laws or Envimmnental Penni[s [relating [o any Purchased Assets, the Businesses, any Sire or either Seller, in each case, that first existed, arose ar occurred on or prior to the Closing Dete; (b) any violation or alleged violation of, noncompliance with or liabilities under any provisions or requirements of any lease pertaining to Enviromnental Laws, Environmental Permits or Hazardous Materials relating to the Purchased Assets, the Businesses or any Site, chat first existed, arose or occurred on or prior to the Closing Date; (c) the presence, Release or threatened Release of, or exposure or alleged exposure of any Person to, any Hazardous Materials, in each case, that first existed, arose or occurred on or prior to the Closing Date aq on, in, under or migrating to or from any of the Purchased Assets or any Site; or (d) the transportation, treatment, storage, handling or disposal of any Hazardous Materials or the arrangement for such activities by or on behalf of any of the Businesses, the DB Parties, any predecessors of the DB Pasties or either Businesses or any entities previously owned by the DB Parties, at or to ¢uy off -Site location on or prior to the Closing Date. "Promissory Note" means that certain Promissory Note, dated as of the date hereof made by Paul DeAngelo in favor o£ Secured Party. "Purchased Tidetl Assets" means all Purchased Assets the ownership of which is evidenced by (or required by applicable Law to be evidenced by) a certificate or instrument of citie or any equivalent document. "Release" means any spilling, leaking, pumping, pouring, emitting, empxying, discharging, injecting, escaping; migrating, leaching, dutnping or disposing of a Hazardous Material. "Seller [niellecmel Prooertv'• means all Intellectual Property owned, purported to be owned, used, issued to or held by the DB Parties in connection with the conduct and operation of the Businesses, including all Intellectual Prmperty set Forth on Schedule 1 1(cl (but excluding Excluded Intellectual Property), which sets £oath all Intellectual Property that is the subject o£ a patens, copyright or tradetnark registration or application and all material unregistered Intellectual Property owned by the DB Parties - "Site" means [he real properties currently or previously awned, leased, occupied or operated by: (a) the DB Parties or the Businesses; (b) any predecessors of the DB Parties or the Businesses; or (c) any entities previously owned by the DB Parties or the Businesses, in each ease, including all soil, subsoil, surface waters and groundwater thereat. •`Tax Return'• means any return, declaration, report, claim for refund or crediq information return or stetemenT, and any amendment thereto, including any consolidated, combined, unitary or separate return or other document (including any related or supporting information or schedule), required to be Fled with any Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or the administration of any Laws, regulations or administa-ative requirements relating to Taxes. -5- "Taxes" means ell federal, state, local or foreign taxes, including income, gross income, gross receipts, production, excise, employment, sales, use, transfer, value-added taxes, ad valorem, profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment, disability, workers' compensation, payroll, utility, windfall profq custom duties, personal property, real property, intangible property, registration, alternative or add -on minimum, abandoned or unclaimed property (or other property subject to escheatment laws of any jurisdiction), estimated and other taxes, govertunental fees, duties or like charges of any kind whatsoever, including any liability therefore as a result of Treasury Regulation Section 1 .1502-6 or any similar provision of applicable Law, or as ¢result of any Taz sharing or similar agreement, by reason ofbeing asuccessor-iu-interest or transE'eree of another Person, and also including any interest, penalties or additions thereto, whether disputed or nor. "Trade Secrets" means any trade secrets and confidential or proprietary information, without regard to form, inchtding technical and non -technical data, formulae, know-how, ideas, compositions, patterns, compilations, programs, research and developmenq devices, methods, techniques, drawings, designs, specifi carious, technology, systems, processes, finenci¢7 data, financial plans, product plans, business and m¢rketing plans and proposals, distribution lists, lists of actual or potential customers, advertisers or vendors, and pricing and cost information. "Transaction Documents" means this Agreemenq the Collateral Surrender Agtcemenq the exhibits and schedules hereto and thereto, and all other agreements, inatmmcnts, certificates and ocher documents to be entered into or delivered by any party in connection with the transactions contemplated to be consummated pursuant to any of the Foregoing. "TSA Reimbursable Exnense Amount" means $ which amount is in respect of reimbursable expenses incurred, due and owing under the Existing TSA es of the date hereof. "Valuation Schedule" means the schedule attached hereto as Exhibit A setting forth the principles and methodology by which the Purchased Assets are valued based on the Cash Purchase Price. l.2 Construction. For [he purposes of this Agreeanent, except es otherwise expressly provided herein or unless the context otherwise requires: (a) words using the singular or plural number also include the plural or singular number, respectively, end the use o£ any gender herein shel I be deemed to include the other genders; (b) ra£erences herein to "Articles", "Sections", "subsections" and other subdivisions, and to Exhibits, Schedules, Annexes and other attachments, without reference to a document are to [he speciRed Articles, Sections, subsections and other subdivisions o£, and Exhibits, Schedules, Avmexes and other attachmanta to, this Agreement; (c) a reference to a subsection or other subdivision widrout furthm� reference ro a Section is a reference to such subsection or subdivision as contained in the same Section in which the reference appears; (d) the words "herein", "hereof', "hereunder", "hereby" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (e) the wortls "include", "includes" and `•including" are deemed to be followed by the plsase "without limitation"; and (f) all accounting terms used and not expressly deFned herein have the respective meanings given to them under GAAP. ARTICLE II RCHASE THEP R H SE ND ASSUMPTION OF THE ASSUMED LIABILITIES 2.1 Purchase and Sale of the Purchased Assets. On the Closing Date, and subject To the terms and conditions set Forth herein, Secured Patty shall sell, convey, transfer and assign to the Purchaser, end the Purchaser shall purchase or assume, as the case may bq from Secured Party, all o£ DB Parties' rights and interests in and co all of the Purchased Assets, Free and clear of all Junior Liens to the extent provided for under Sections 9-610 and 9-619 of the UCC, an an "AS IS, WHERE 1S" basis. As used in this Agreemenq the term "Purchased Assets" shall mean all of the following assets of Severed Party: (a) the Contracts set forth on Schedule 2.11a) (the "Assiened Contracts"); (b) all equipment awned ar leased by the DB Parties related to the Businesses, including (i) the equipment set forth on Schedule 2 1(b), (ii) any rights o£the DB Parties io the warranties and licenses received from ntanu£acturers, lessors and sellers of the equipment referred to in [he immediately preceding clause (i), and (iii) any related claims, credits, rights of recovery and set-off with respect to the items referred fo in the immediately preceding clauses (i) avd (ii) (the items sec forth in this clause (b), collectively, the "Purchased Eeuioment"); (c) all inventory owned by the DB Parties related to the Businesses (including without limitation materials, supplies, works -in -process and £nished goods, and ffie inventory set forth on Schedule 2.1lc1 (the "Purchased Inventorv"); (d) without duplication of the foregoing, (1) all furniture, fixtures, trucks, equipment and inventory of the DB Parties located at any of the Facilities listed on Schedule 2 lId)(1) (the "Anplicable Facilities'"), and (2) each of Ute leases relating to the Applicable Facilities that are set forth on Schedule 2.1(d)(2), to the extent a valid assignment relating to such lease is obtained by Purchaser prior to Closing (the "Assiened Leases"); (e) any rights Secured Party has in the Permits of the DB Parties to the extent related to the Businesses; (f) all Seller Intellecma] Property and all pass codes or security codes relating to the Purchased Assets (collectively, the ^Transferred IP"); (g) all tights and interests in and to the Cash Collateral Deposit Amount and the Existing TSA Collections Amount; and (h) all of the DB Parties' claims, refunds, causes of action, choses in action, rights of recovery and rights of setoff of any Mnd relating to the other Purchased Assets. Notwithstanding anything to the contrary in this Section 2.1, the Purchased Assets shall no[ include any Excluded Assets. 2.2 Excluded Assets- Notwithstanding anything contained in Section 2.1 to dtc contrary, all assets of the DB Parties (other than the Purchased Assess) shall be excluded from the sale of a acts contwnplated hereunder and shall not be sold, assigned, transferred, conveyed and delivered to the Purchaser hereunder and, to the extern in existence on the Closing Dace, shall be retained by the DB Parties and/or Secured Party (collectively, dte "Excluded Assets"), including, for the avoidance o£doubt _7_ (a) all accounts receivable of the DB Parties end all rights to receive and retain payments in respect thereof, including, without limitation, all proceeds of the sale of equipment or other assets of the DB Parties (other than any Purchased Assets and, for the avoidance of doubt, the Cash Collateral Deposit Amomit and the Existing TSA Collections Amount) auctioned or otherwise disposed of prior to [he Closing Date, and the right to receive and retain the DH Parties' mail end other commmiications; (b) any cash and cash equivalent balances of [he DB Parties on the CLosing Date; (c) all equity interests in any Person owned by flee DB Parties, including the equity interests in DBI Canada, DTS end DB; (d) all assets and properties owned by DBI Canada end DTS or exclusively related io ffie businesses of DBI Canada end DTS; (e) any minute books, Taz Returns or other corporate documents of the DB Parties; (t) all re ivables, refunds and Tax assets with respect [o Taxes for taxable periods (or portions thereof) ending on or before the Closing; (g) any Employe¢ Benefit Plan that [he DB Parties or any Affiliate of the DB Parties maintain, con<ribute to, have an obligatima to contribute to or otherwise have any Liability wiW respect thereto; (h) all Conn�acts, other then the Assigned Conn -acts and Assigned Leases; (i) The Seller Intellectual Property speciFcally set forth on Schedule 2.2ti1 (the "Excluded /ntelleerual Property") and all other intellectual property rights of the OB Parties and Secured Parry, other than the Tmns£erred 1P; Q) all intangible personal property rights (except to [h¢ extent such rights are included in the Purchased Assets), including all rights an the part of the DB Parties and/or Secm-ed Party to proceeds of any insurance policies end all claims on the part o£the DH Parties and/or Secured Party for recoupment, reimbursement and coverage under any insurance policies, and all goodwill of the DB Parties; (k) all of the DB Parties' and Secured Patty's claims, refunds, causes of action, choses in action, rights o£ recovery end rights of setoff of any kind relating solely to the Excluded Assets or the Excluded Liabilities; and (1) alt rights of the DB Parties and Secured Patty under [his Agreement and the othev Transaction Docwnents or any amendments hereto or thereto. 2.3 Assumption of Assumed Liabilities. Subject to the terms and conditions set forth herein, as additional consideration for the Purchased Assets, Rom and after the Closing, but subject to the terms end conditions set forth in this Agreement, the Purchaser shall assume and thereaRer will pay, perform and discharge when due [he {ollowing (collectively, the ^Assumed Liabilities"): (a) all executory obligations ofthe DB Parties end/or Seemed Party solely to [he extent arising following the Closing pursuant to the teams o{the Assigned Cantmcts and Assigned Leases (other than liabilities relating to any breach or default under any Assigned Contract or Assigned Lease prior to the Closing Date). Notwithstanding anything to the contrary in this Section 2.3, [he Assumed Liabilities shall not include any Excluded Liabilities. 2.4 Excluded Liabilities. Notwithstanding anything to the contrary contained herein, the Purchaser shall not asswne, or in any way be liable or responsible For, any liabilities or obligations of the OB Parties and/or Secured Parry except for those liabilities and obligations expressly assumed by the Purchaser pursuant to the terms of Section 2.3 (collectively, the "Excluded Liabilities'7. Without limiting the generality of the foregoing, the Excluded Liabilities shell include the following: (a) ell accounts payable o£the DB Parties that relate to services rendered to or for, or products purchased by the DB Parties {or the benefit of either of the Businesses; (b) any liability or obligation arising out of the conduct of either Business prior to or following the Closing Dale; (c) any liabilities with respect to any Employee Benefit Plan that the DB Ponies or any A£flliate o£the DB Parties maintain, contribute [o, have an obligation to contribute to or otherwise have any Liability with respect thereto; (d) any liabilities relating to or arising out of the employment or service with the DB Parties, or termination ofemployment or service with the DB Parties, of any employee, director, consultant or advisor of the DB Parties; (e) any Tax liabilities, including penalties, interest, and fees unposed therewith, related to noncompliance by either Secured Party or the DB Parties with applicable bulk sales Laws; (f) all liabilities £or (i) Taxes of the DB Parties and their Affiliates, (ii) Taxes that relate to the Purchased Assets or the Assumed Liabilities For taxable periods (or portions thw-eof) ending on or before the Closing Date, including Taxes allocable to either of the DB Parties or Secured Party pursuant to Section 6.4<cj, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (g) any liability or obligation of [he DB Parties under any indebtedness For borrowed [Honey, including any indebtedness owed to any Af£liate of the DB Parties, and any Contract evidencing any such financing anangemenq (h) any Pre -Closing Environmental Liability; (i) any matter relating to the Existing WARN Act Litigation; and Q) any fees or expenses of the DB Parties and Secured Party incun�ed with respect to the traztsactions contemplated hereby. Purohaser acknowledges, confirms and egrets that Secured Party shall have no liability to Purchaser, and Purchaser shall have no recourse [o Secured Party, if any Person makes any claim or otherwise seeks to collect { om Purchaser any amount or other liability arising from or related to any of the Excluded Liabilities. Q� ARTICLE III PURCHASE PRICE AND CLOSING 3.1 Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the parties set forth herein, at the Closing, the purchase price to be paid by the Pmrohaser to Secured Party in exchange for the Purchased Assets shall consist of (a) $ (as such amount may be adjusted pursuant to Section 3.4 ]tereof, the •'Cash Purchase )�"), and (b) [he assumption by the Purchaser of the Assumed Liabilities. 3.2 Closin¢. Subject to the terms and conditions set fm-th in this Agreement, the closing of the purchase end sale of the Purchased Assets end the assumption of the Assumed Liabilities ([he "Closine") shall take place at the offices of Morgan, Lewis 8c Bockius LLP, 1701 Market Street, Philadelphia, PA 19103 on the date hereof, or at such other location as Secured Party and the Purchaser may mutually agree. The date on which the Closing shall occur is refen�ed [o herein as the •`Closine Daie'". 33 Closine Deliveries. (a) Closine Deliveries by Secured Party. Secured Party shall deliver [o the Purchaser at the Closing the items listed below: (i) the Bills of Sale, each duly executed by Secured Party; (ii) conveyance documents with respect to Hte Transferred IP, duly executed by Secured Party; (iii) [reserved]; (iy) to the extent available, tides to all Purchased Titled Assets Bee and clear of aLL 1 iens; (y) UCC-3 termination statements from Secured Party and Wilmington Trust as agent, in each case in recordable form (or otherwise in a form suitable for £ding in the aPPlicable jurisdiction); (vi) [reservedJ; avd (vii) the Collater¢7 Surrender Agreement, duly executed by each of the DB Parties, and notice of the same. (b) Closine Deliveries by the Purchaser. The Purchaser shall deliver to Secured Party at the Closing the items listed below: (i) the Closing Payment (as adjusted pursuant to Section 3.4) by wire transfer in immediately available funds, to an account designated in writing by Secured Party to the Purchaser prior to the date hereof, (ii) the Bills of Sale, each duly executed by the Secured Party and Purchaser; 10- (iii) conveyance documents with respect [o the Transferred IP, duly executed by [he Purchaser; (iv) [reservedJ; end (v) [he Promissory Note, duly executed by Purchaser. 3.4 Payments at Closine. At the Closing, the Purchaser shall pay or cause to be paid, by wire transfer aF immediately available fiends [o the Secured Party, (i} the Cash Purchase Price Il�isaus (ii) the Exis[ittg TSA Deposit (such aggregate mnoung the "Closin¢ Pavmen['7. 3.5 TSA Reimbursable Expense P.rnount. Purchaser shall pay, to Secured Patty by wire transfer of immediately available funds on the Closing Date the TSA Reimbursable Expense Amount. ARTICLE IV AEPAESENTATIONS AND WARRANTIES OF SECURED PARTY Secured Party represents and warrants to the Purchaser, as of the dale hereof, as follows: 4.1 Oreanization and Authority of Secured Party. Secured Party is a national banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full corporate power and authority (a) to hold and enforce [he Loan Documents, (b) to execute and deliver this Agreement and the other Transaction Documents, and (c) to take any and all other actions necessary or appropriate to close the transactions contemplated by Hits Agreement (the "Secured Party Sale"). The execution and delivery of each of the Transaction Documents have been duly authorized by all necessary corporate action an the part of Secured Party. 4.2 Hnforceabilirv. This Agreement and the other Transaction Documents have been duly executed by Secured Patty and constitute Secured Party's valid and binding obligation, enforceable against it in accordance with its terms, except es may be limited by applicable bankruptcy, insoWency, moratorimn or similar laws of gcnerel applicaxion relating to or affecting creditors' rights generatly and except for the limitations imposed by general principles of equity. 4.3 Securiry Interest Secured Party is [he holder of all security interests granted to Secured Party by the DB Parties under which the sale contemplated by this Agreement is being made, end Secured Party has not assigned arty o£ its security interests in the Purchased Assets to any other petson or entity. The security interests held by Secured Party in the Purchased Assets, evidence ofwhich have been delivered to the Purchaser, ere good, valid, properly granted and enforceable. The Security Interests held by Secured Party in the Purchased Assets are first position Liens on the Pmehased Assets [o [he extent provided for under the I)CC, subject to Permitted Liens and the Intemreditor Agreement dated May 2'], 2021 by and between Secured Patty and Wilmington Trusq National Association, as agent. Secured Party is the sole Lendar under [he Credit Agreement The Credit Agreement has not been amended or modified in accordance with its terms except as set forth in the de£ned teen "Credit Agreement " 4.4 Liti¢ation Proceedines and Aovlicable Law. There a actions, suits, proceedings, judgments or orders, pending or (to The Secured Party's Knowledge)rthreatened against Secured Percy seeking to enjoin the consummation of the Secured Party Sale a[ law, in e0.vity, or before or by any Goverrunental Entity or any arbitrator. -11- 4.5 Btnker's or Finder's Fee. Secured Party Gas not engaged any broker, agent or other intermediary in connection with this Agreement or the Secured Party Sale. 4.6 Compliance. Secured Party has been, and will be as o{the Closing, in material compliance with the requirements of a private sale raider Sections 9-6 / 1 and 9-612 of the UCC, such chat the Purchased Assets shell be transferred to Purchaser under this Agreement free and clear of all Junior Liens on such Purchased Assets [hat are junior to Secured Party's Liens on such Purchased Assets to She extent provided £or under the UCC. 4A All of the Assets Secm-ed Party Received. Contemporaneously with the Closing, the DB Parties shall have sun'endeacd the Pmnhased Assets to Secured Party pursuant to the Collateral Surrender Agreemenq executed by [he DB Parties in favor o£Secured Percy con[emporaneous]y with this Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants ro Secured Party, as of the date hereof, as follows 5.1 Coroorate Or¢enization. The Purchaser is a limited liability company duly organized and validly existing under the laws of Delaware, and has all requisite limited liability company power and authority to own ita properties and assets and to conduct its businesses as now conducted. 5.2 Authorization and Validity of Agreement. The Purchaser has all requisite power and authority to enter into this Agreement and the other Transaction Documents and to carry out its obligations hereunder and thereunder- The execution and delivery of this Agreement and the other Transaction Documents and the perfonnavice of the Purchaser's obligations hereunder and thereunder have been duly authorized by all necessary action by the Purchaser, and no other proceedings or actions on the part o£ the Purchaser or any other Person are necessary to authorize such execution, delivery and performance. This Agreement and each of the other Transaction Documents has been duly executed by the Purchaser and constitutes its valid and binding obligation, enforceable against it in accordance with its Sernts, except es may be limited by applicable bankruptcy, insolvency, moratorium ot- similar laws of general application relating to or affecting creditors' rights generally and except for the limitations unposed by general principles of equity. 5.3 Litiaation Proceedings and Apolicable Law. To Purchaser's knowledge, there are n actions, suits, proceedings, judgments m' orders, pending or threatened against Purchaser or otherwise affecting the consummation of the Secured Party Sale at law, in equity, or before or by any Governmental Entity or any arbitrator, other Yhan as previously disclosed in Section 4.4 0£ this Agreement. 5.4 Brokets. Except as se[ forth in Schedule 5.4, neither [he Purchaser nor any of its officers, directors or employees has employed any broker or Ender or incurred any liability £or any brokerage fees, commissions or finders fees in connection with this Agreement and the transactions contemplated hereby. ARTICLE VI COVENANTS 6.1 Asaicmnent of Contracts. Secured Party shall (a) use reasonable cotmnercial effotts to cooperat¢ with the Purchaser in any reasonable arrangement designed to provide m the Purchaser the -12- bmeffis (including the exercise of rights) under any Assigned Contracts, including enforcement for the benefit of the Purchaser of any and all rights of the DB Parties against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (b) hold all monies paid under any Assigned Contract after the Closing Date in trust for the account of the Purohaser end remit all such money to the Purchaser as promptly as possible, but no more Frequently than bi-weekly. 6.2 Further Assurances. From time to time after [he Closing Date, at the Purchaser's reasonable request, Secured Party shall execute and deliver such other instmments of conveyance and transfer (including without limitation additional bills of sale and other instruments of transfer) and take such other actions as the Purchaser may reasonably request in order to (a) perfect and record, if necessary, the sale, assigmnenq conveyance, transfer and delivery to the Purchaser of the Purchased Assets, and (b) convey, [ransfw� to and vest in the Purchaser all or any pare of the Purchased Assets. Following the Closing, (i) Secured Party shall promptly remit to the Purchaser any checks, cash, payments, mail or other communications relating to the Purchased Assets or the Assumed Liabilities that are received by Secured Party after the Closing Date, and (ii) the Purchaser shall promptly remit to Secured Party any checks, cash, payments, mail or other communications relating to the Excluded Assess or the Excluded Liabilities that are received by the Purchaser. 6.3 Tax Matters. (s) Purchase Price Allocation. As soon as practicable after [he Closing Date, the Purchaser shall prepare and deliver to Secmred Party copies of Form 8594 and any required exhibits thereto (the "Asset Aceuisition Statement") allocating the Cash Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Sectiov 1060 of the Code) between Secm�ed Party end among the Purchased Asseca. The Purchaser shall prepare and deliver to Secured Party from time to time revised copies of [he Asset Acquisition Statement (the "Revised Statements") so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjusnnents, if any). The Cash Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) paid by the Purchaser far tha Purchased Assets shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, [he last Revised Statements, provided by the Purchaser to Secured Party, and atl Tax Returns and reports filed by the Purchaser and Secured Party, shall be prepared consistently with such allocations- (b) Transfer Taxes. Purchaser shall be responsible for 100% of any and all liabilities £or any sales, use, stamp, value added, documentary, filing, recording, transfer, stock transfer, gt-oss receipts, registration, dory, securities transactions or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Taxing authority in connection with the transactions contemplated hereby (collectively, "Transfer Taxes"), regardless of the Person liable for such Transfer Taxes under applicable Law. Purchaser shall timely ffie or caused to be filed all necessary documents (including ell Tax Remms) with respect to Transfer Taxes. (c) Cooncretion ov Taz Matters. The Purchaser end Secured Party shall furnish or cause [o be furnished to each other, as promptly es practicable, such Information and assistance relating to [he Purchased Assets and the Assumed Liabilities es is reasonably necessary for [he preparation and tiling of any Tax Retunr, claim for refund or other required or optional flings relating to Tax anaaers, for the preparation for any Tax audit, £or the preparation For any Tax protest, for the prosecution or defense of any suit or other prroceeding relatiug [o Tax matters. 13- 6.4 Purchase Price Adjustment. (a) From and after the Closing until February I5, 2022 (the "Purchase Price Adjustment Period") Purchaser end Secured Parry will use commercially reasonable a{forts and cooperate with one another [o (i) locate any Purchased Equipment or Purchased Inventory deemed missing or otherwise not readily available, transferable end in good operating condition as determined in Purchaser's reasonable discretion, as of the Closing Date (the "Missine Evuinment and Inventnrv"), and (ii) locate any tides For any Purchased Titled Assets to the extent such titles were not readily transferable at Closing and delivered pursuant to Section 3.3 (a)(iv) (the "Missine Titles"). For the avoidance of doubt, titles in process with DAT Solutions LLC shall not be considered "not readily transferable." (b) Purchaser and/or Secured Party, as applicable, will promptly notify the other of any found Missing Equipment and Inventory and/or found Missing Titles from time to time during [he Purchase Prices Adjustment Period (such equipment and inventory "F d E t d In ento "and such notification a "Found Eq,�ment and Inventory Notifcatien", and such titles "Found Titles" and such notification a "Found Title Notif cation"). Purchaser shall have the right to inspect any Found Equipment and Inventory identified in any Found Equipment and Inventory Notification and any Found Title identified in any Found Title Notification. Following antl conditioned upon saeisfactory inspection by Purchaser (including Purchaser's determination in its reasonable disctetion that such Found Equipment and Inventory and/or Found Title is readily available, transferable end in operating condition, as applicable), [he Cesh Purchase Price shall be adjusted for each such item of Found Equipment end Inventory and/or Found Title, as applicable, and the value for each such item of Found Equipment and Inventory and/or Found Title shall be pursuant Yo [he Valuation Schedule (such aggregate adjustment amount, the •'Adjustment Amount"). Purchaser shell pay the Adjustment Avnount to Secured Parry by wire transfer of immediately available £ands on the Adjustment Closing Date (as defined below); provided, howeveq that in no event shall Purchaser have any obligation whatsoever to pay more then $ for the Purchased Assets (inclusive of the Closing Payment paid at Closing). (c) In the event that the Adjustment Amount equals or exceeds $ the Promissory Noce shall automatically <and with no further action required on the pare o£ any party thereto) be deemed void nb initio in accordance with its terms. (d) The payment of the Adjustment Amount shall take place on or before the date that is five days following the expiration of the Purchase Price Adjusnnent Period (or at such other time and place as the patties shall mutually agree). (e) During the Purchase Price Adjustment Period, Secured Party shall not sell, assign, transfer or deliver, or otherwise consent to sell, assign, transfer, or deliver, any Purchased Equipment, Purchased Invrntory, Purchased Titled Assets or other assets or properties of [he DBI Parties in the possession of or subject to a Lien in favor of Secured Party, and shall not release or agree to release any Lien encumbering such assets, except pursuant ro the express terms and conditions of this Agreement. 6.5 Bulk Sale Compliance. In accordance with ']2 P.S. § 1403, at least [en (10) days prior to the scheduled Closing, Purchaser shall deliver to the Pennsylvania Deparnnevt of Revenue, Bureau o£ Compliance (the "Department of Revenue") and the Permsylvarvia Department of Labor and lndvshy ([he "Devartmrnt of Labor and Indushv") a bulk sale notice letter ("Hulk Sale Notice Letter"). Purchaser shall deliver a copy of the Bulk Sale Notice Letters to Secured Party. Wigrin a reasonable time following Closing, Secured Party will request bulk sale clearance certificates for the DB Parties by submitting Fonns REV-181—Application for Tax Clearance Certificate [o the Deparhnrnt of Revenue and the Department of Labor and Industry, together with all other required flings and documentation. Secured Party shall use 14- all commercially reasonable efforts to obtain bulk salt clearance certificates From the Department of Revenue and Department of Labor and Industry. In the event that Secured Party does not obtain the requested bulk sale tax clearance certificates, then Secured Party shall indemnify and defend Purchaser from any Tax claims related [o the DB Parties for periods prior [o C]osing, and shall reimburse Purchaser £or any costs, including but Trot limited to legal and accounting Fees, incurred in connection with such claims. To the extent applicable to jurisdictions other [hen the Commonwealth of Permsylvania, Secured Party shall notify all of the taxing authorities in the jurisdictions that impose Taxes on the DB Parties or where the DB Parties have a duty to f le Taz Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, in order to receive any available tax clearance certificates (each, a "Tax Clearance Certificate"), and Secured Party shalt deliver accurate, [rue, correct and complete copies of such Tax Clearance Certificate to the Purchaser. Notwithstanding the Foregoing, in the event Securcd Party is unable to comply with any bulk sales, bulk transfer or similar laws in any applicable jurisdiction in respect of the trensactimrs contemplated by this Agreemenq Secured Party shall prmmptly pay and disclrerge when due ell claims o{creditors asserted against the Purchaser ar the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance. ARTICLE VII AS -IS SALE '].1 As -Is Sale. Purchaser acknowledges that, except as expressly provided in Article IV of this Agreemenq the Pmehased Assets are being conveyed, "AS IS" AND "WITH ALL FAULTS", and [hat all warranties of merchantability or fitness for a particular purpose are disclaimed- Without limiting <he Foregoing, Purchaser acknowledges that, except as expressly set forth in Article IV of this Agreement, Secured Party has not made any representation or warranty concerning: (a) the condition of the Purchased Assets; (b) any use [o which the Purchased Assets may be put; (c) any future revenues, costs, expcndimres, cash flow, results o£operatimrs, financial condition or prospects ffiat may result from the ownership, use or sale of the Purchased Assets; or (d) any other information or docmnents made available to Purchaser. Purchaser further aclutowledges that Secured Party is selling the Purchased Assets as pert of a private secured party sale pursuant to Article 9 of the UCC and that such secured party sale or o[lrer contemporaneous events may have caused a material adverse change to the Businesses, and that such material adverse change of the Businesses does not give rise to a termination right under [his Agreement. Both Secured Party and Purchaser acknowledge that Purchaser is paying a reasonably equivalent value For' the Purchased Assets - ARTICLE VIII MISCELLANEOUS S.1 Successors and Assissns. No patty hereto shall assign this Agreement or any rights or obligations hereunder without [he prior written consent of [he Purchaser (in the case o£ any proposed assignment by Secured Percy) or Secured Party (in the case of a proposed assignment by the Pmehaser) and any such attempted assignment without such prior written consent shall ba void and of no Force and effect; urovided. however, that the Purchaser may assign this Agreement and any o£ its rights and obligations hereunder to one or more Affiliates of the Purchaser; provided, further, however, [hat no such assignment shall relieve the Purchaser of its obligations hereunder- This Agreement shall inure to the benefit of and shall be binding upon the successors, heirs, legal representatives and permitted assigns of the parties hereto- -15- 8.2 Governinc Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice o£ law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than [he State of Delaware. 8.3 WAIVER OF JURY TRIAL. EACH OF THH PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL HY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 8.4 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH PARTY HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW CASTLE IN THE STATE OF DELAWARE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE LITIGATED IN SUCH COURTS. HACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JITDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS 1N ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIHD IN THIS AGREEMENT, WITH SUCH SERVICE TO BECOME EFFECTIVE IS CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE AHILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 8.5 Expenses. Except as otherwise expressly set forth in this Agreement or the other Transaction Documents, all the fees, expenses and costs incurred in connection with This Agreement, the Transaction Documents and the transactions conteanplated hereby and thereby shal] be paid by the party incurring such foes, expenses and costs. 8.6 Severability. I£ any provision of [his Agreement is held to be illegal, invalid or unenforceable under any present or future Lew, and if the rights or obligations of any party hereto under this Agreement will not be materially end adversely affected thcmby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as ff such provision had never coanpriscd a part hereof (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible. 8J Notic All notices, requests, demands and other conamunicatipva under this Agreement shell be in writing and shall be deemed to have been duly given: (a) on the day of service iF served personally on the party to whom notice is to be given; (bJ on the day of transmission i£ sent via Facsimile transmission to the {acsimile number given below, and confirmation of receipt is obtained promptly aRer completion of transmission; (c) on the day after delivery [o Federal Express or a similar overnight courier; 16- ar (d) on Ote fifth day after mailing, if mailed to the party to whom notice is to be given, by £rst class mail, registered or certified, postage prepaid and properly addressed, to the party as follows: If to Secured Patty: PNC Baxdc, National Association 340 Madison Avenue, t 1^` Floor New York, New V ark 10173 Attention: Edward Chonko, Relationship Manager Telephone: (212) 752-6091 Email: edward.chonkoQpnc.com Facsimile: (212) 303-OOfi0 with a conv to: Otterbourg P.C. 230 Park Avenue New York, New York 10169 Attention: Richard L. Stahl, Esq. Telephone: 212-905 -3651 E-mail: rstehlQotterbourg.com Facsimile: 212-682-6104 If to the Purchaser: DEANGELO CONTRACTING SERVICES LLC 527 South Church Street Hazleton, PA 18201 AtM: Paul D. DeAngelo, Manager with a conv ro: Morgan, Lewis 8c Bockius LLP 1701 Market Street Philadelphia, PA 19103 Attn: Andrew R- Mariniello; Craig Wolfe Email: andrew mariniello(¢lmoraanlewis-com, crate wol£ela�mor¢anlewis com Any party may change its address for the purpose ofthis Section 8-7 by giving the other party wtitten notice of its new address in the manner set Forth above. 8.8 Amendments: Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereoF may be waived, only by a written instrument executed by the Purchaser and Secured Party, or in the case of a waiver, by the party or parties waiving compliance. Any waiver by any perry of any condition, or of the breach of avy provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall nor 17- be deemed [o be nor constmed as a f other or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. 8.9 Public Announcements. Secured Party and the Purchaser will consult with each other before issuing any press releases or otherwise making any public statements or Filings with Governmental Entities with respect to this Agreement or the transactions contemplated hereby and shall no[ issue any press releases or make any public statements or Rlings with Governmental Entities without the prior written consent of the other parties, which shall no[ be um�easonably withheld; oroyided, however, that any patty hereto may make any public statements or Flings if required by applicable Law or stock exchange or market regulation or tole. 5.10 Entire Agreement. This Agteement together with the other Transaction Docwnents and the schedules and exhibits hereto and thereto contains the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. S.l 1 Patties in Interest Nothing contained in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than parties hereto and their respective heirs, legal representatives, successors and pemtirted assigns. 8.12 Draftine. The parties hereto have participated jointly in the negotiation end drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise Favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 5.13 Section and Paraeraph Headines. The section and paragraph headings in [his Agreement are for reference purposes only and shall no[ affect [he meaning or interpretation of this Agreemenk. 8.14 Covnteroarts. This Agrcetnent tnay be executed and delivered (including by facsimile or other electronic transmission) in counterpaHs, each of which shall be deemed an original, but all o£which shall constitute the same instrument. [Signature pagefo![ows.] 18- IN WITNHSS WHERHOF, Hte parties hereto have executed or caused this Secured Petty Sala Ageemeni [o be executed as of the date first above wriaen. PURCHASER: DEANOELO CONTRACTING SERVICES LLC `�� Q �� Ey: N I:�-hkl n txiTY\ga e Tide: Firlr�a.rlC� DEANGELO VEHtCLE SALES, LLC Marne: Paw \ SJ 'Q .., .y�U Tide: KGiw.cac]C✓ �Y �LYU.a:y t� V_\ tY r a PNC SANK, NATIONAL ASSOCIATION Title: PNC HQUIPMEN'f FINANCE, LLC Title: [Signature Page to Secured Party Sale Agreement] IN WITNESS \VI -I L'12H0F, the part ics hcrclo have executed or cmisrd this Sccurcd Pnrly Sale Agrecmwtl to be executed ns of the date first above wrillen. PURCHASER: OEANG ELO CONTRACTING SERVICES, LLC Nnme: Title: DEANG ELO VGHICLES SALES, LLC By: Nalne: Title: SECURED PARTY: PNC BANK, NATIONAL ASSOCIATION 6y: �� Nnme: p.p✓-j�,SeVli£�J Titles: SEHyi, U\CC. PQ£S1gt�Tj PNC 6QUIPM ENT FINANCE. LLC By: Title: Sipmm�m 1'uge m ticeurcJ VnnY Snle ABr�emenl IN WITNESS WHEREOF, the parties hereto have executed or caused this Secwred Pasty Sale Asreement to be executed as of the date in's1 above written. P URCHASI:R: DEANGELO CONTRACTING SERVICES, LLC Title: D EANGELO VEHICLES SALES, LLC Ey: N acne: Title: SECURED PARTY: PNC 6ANK, NATIONAL ASSOCIATION PNC EQUIPMENT FINANCE, LLC Name: Michael V. DiSanto Title: Vice President se„m�m rnee m srco.�a cony sme ngremnem 2/13/22, 10:34 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DEANGELOCONTRACTINGSERVICES M210000143990&a…1/3 Document Number FEI/EIN Number Date Filed State Status Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company DEANGELO CONTRACTING SERVICES LLC Filing Information M21000014399 85-0542566 10/28/2021 DE ACTIVE Principal Address 527 S CHURCH STREET HAZELTON, PA 18201 Mailing Address 527 S CHURCH STREET HAZELTON, PA 18201 Registered Agent Name & Address D C Florida Department of State 16.E.2.b Packet Pg. 1345 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting 2/13/22, 10:34 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DEANGELOCONTRACTINGSERVICES M210000143990&a…2/3 C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(s) Detail Name & Address Title MEM DEANGELO, PAUL D 527 S CHURCH STREET HAZELTON, PA 18201 Title MEM DEANGELO, PAUL B 527 S CHURCH STREET HAZELTON, PA 18201 Title MEM DEANGELO, JARROD L 527 S CHURCH STREET HAZELTON, PA 18201 Annual Reports No Annual Reports Filed Document Images 16.E.2.b Packet Pg. 1346 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting 2/13/22, 10:34 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DEANGELOCONTRACTINGSERVICES M210000143990&a…3/3 10/28/2021 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations 16.E.2.b Packet Pg. 1347 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting 16.E.2.b Packet Pg. 1348 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1349 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1350 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1351 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1352 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1353 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1354 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1355 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1356 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1357 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1358 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1359 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1360 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1361 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1362 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1363 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1364 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) 16.E.2.b Packet Pg. 1365 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/1/2022 Assurance,a Marsh &McLennan Agency LLC company 20 N Martingale Road Suite 100 Schaumburg IL 60173 Kevin Roof (312)625-5948 (847)440-9116 Kevin.Roof@MarshMMA.com Starr Indemnity &Liab Co 38318 SEVEISL-02 CAPITOL SPECIALTY INS CORP 10328DeAngeloContractingServices,LLC dba Aquagenix 100 North Conahan Drive Hazleton PA 18201 HOMESITE INS CO OF FL 11156 ENDURANCE AMER SPECIALTY INS CO 41718 Lloyds of London 85202 AXIS SURPLUS INS CO 26620 1338924505 A X 2,000,000 X 300,000 X DED 500,000 10,000 2,000,000 4,000,000 X X Y 1000025924211 11/1/2021 11/1/2022 4,000,000 A 2,000,000 X X X 1000672941 211 11/1/2021 11/1/2022 C E F X X 3,000,000CXP-000990-00 XS1142721 P-001-000744952-01 11/1/2021 12/9/2021 12/13/2021 11/1/2022 11/1/2022 11/1/2022 3,000,000 ADDITIONAL LAYERS SEE REMARKS A A X N 100 0004825 (AOS) 100 0004826 (FL,MA) 11/1/2021 11/1/2021 11/1/2022 11/1/2022 1,000,000 1,000,000 1,000,000 D B Prof Liability/Pollution Excess Pollution PNV10015266700 EX20210970-01 11/4/2021 11/4/2021 11/4/2022 11/4/2022 Prof Occ/Agg Poll Occ/Agg XS Poll Occ/Agg $5,000,000 $5,000,000 $5,000,000 Comp on Collision Deductible on Power units is $10,000.Trailers Comp and Coll Deductible is $2000. First Excess Policy (CXP-000990-00)Limits:Each Occurrence -$3,000,000;Aggregate -$3,000,000 Second Excess Policy (XS1142721)Limits:Each Occurrence -$3,000,000;Aggregate -$3,000,000 Third Excess Policy (P-001-000744952-01)Limits:Each Occurrence -$2,000,000;Aggregate -$2,000,000 Collier County Board of County Commissioners is included as additional insured as required by written contract with respect to general liability per the terms and conditions of the policy. Collier County 3327 Tamiami Trail E Naples FL 34112 16.E.2.b Packet Pg. 1366 Attachment: 18-7459 DCS Business Docs (21708 : Assumption of 18-7459 by DeAngelo Contracting Services LLC)