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Backup Documents 04/12/2022 Item #16E2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 € 2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office 5A 5Ak(A/P V7/Z 4. BCC Office Board of County Commissioners 17YsY `-///3/z Z 4. Minutes and Records Clerk of Court's Office /3/iz. 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Patrick O'Quinn/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was April 12th, 2022 Agenda Item Number 16.E.2. Approved by the BCC Type of Document ASSUMPTION AGREEMENT/ Number of Original 1 Attached Documents Attached PO number or account N/A 18-7459 DEANGELO number if document is EXOTIC CONTRACTING to be recorded VEGETATION SERVICES, LLC REMOVAL INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 04/12/2022 and all changes made duriAlLCE4 ED /A is not the meeting have been incorporated in the attached document. The County m' an option for Attorney's Office has reviewed the changes,if applicable. 2022 this line. 9. Initials of attorney verifying that the attached document is the version approved by the 3h�,,y3 N/A is not BCC,all changes directed by the BCC have been made,and the document is ready foiRisc Managem APR 1 n option for Chairman's signature. is line. ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 E TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office —AK 14K(AP V//z 4. BCC Office Board of County Commissioners l/i by '5/ 4f//3/2 Z 4. Minutes and Records Clerk of Court's Office 1'iZ 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Patrick O'Quinn/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was April 12th, 2022 .- Agenda Item Number 16.E.2. Approved by the BCC Type of Document ASSUMPTION AGREEMENT - Number of Original 1 Attached Documents Attached PO number or account N/A 18-7459 DEANGELO number if document is EXOTIC CONTRACTING to be recorded VEGETATION SERVICES, LLC REMOVAL INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 04/12/2022 and all changes made durinI3ECEJ ED N/A is not the meeting have been incorporated in the attached document. The County APP 1 .� an option for Attorney's Office has reviewed the changes,if applicable. 2022 ;is line. 9. Initials of attorney verifying that the attached document is the version approved by the 7��,,7 A is not BCC,all changes directed by the BCC have been made,and the document is ready foiRIsk ManagetfleRoption for Chairman's signature. is line. 16EZ ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this (2} ' of Ap( , 2022 by and between DEANGELO CONTRACTING SERVICES LLC ("Vendor") and Collier County, a political subdivision of 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 Florida acquired all of DeAngelo Bros' assets 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 first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Vendor accepts and assumes all rights, duties, benefits, and obligations of DeAngelo Bros under the Agreement, including all existing and future 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: 570-580-9100 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. 18-7459. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Vendor as it would Page 1 of 2 C,q 16E2 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: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzer;Clerk COLLIER COUNTY, FLORIDA &Comptroller &1) ...4 I°. 4° By: ,.,,, __ —111:" 13y Ate4C10Will , L. McDaniel,Jr., Chairman . _>- 1--- iki ty Clerk Attest as to unalrmaws ei o, r,or,1u Approved -s F•rm nd I.cga4i By: 11 111► , Coun ; tt'' ey DCS's Witness ; DeAngelo Contracting Services LLC \::1 fiarei� /114 By: 4 — ,First Witness ignature i K Q p 1 cl re S gSQ rre`JDe/1l1 /0 JR..S1 c '1�nCt Lt U.)Or . TType/print signature and titleT TType/print witness name1 Seco itnes • -Th Cr. 'J �Jl. TType/print itness name Page 2 of 2 0 16E2 EXHIBIT "A" MULTI-CONTRACTOR AWARD AGREEMENT # 18-7459 for EXOTIC VEGETATION REMOVAL THIS AGREEMENT, made and entered into on this ow- day of 2011 , by and between DeAngelo Brothers, LLC d/b/a Aquaqenix . , authorized to do business in the State of Florida, whose business address is 14250 Jetport Loop West, Fort Myers, FL 33913 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County" or "Owner"): WITNESSETH: 1, AGREEMENT TERM. The Agreement shall be for a three (3 ) year period, commencing ® upon the date of Board approval , and terminating three (3 ) year(s) from that date or until all outstanding (® Purchase Order(s) I I Work Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a M Purchase Order N-etiee-to-Rreeeed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Propesal--(-RF-P-- �._.� I i-ta-tion—to—Bid (ITB), 0 Other Request for Qualification (RFQ ) # 18-7459 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. M The Contractor shall also provide services in accordance with Exhibit A- Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 33 Multi-Contractor Award Agreement 2017.006 Vq 1,a"j 16 ( 2 •• 3.2 The execution of this Agreement shall not be 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 U The procedure for obtaining Work under this Agreement is outlined in Exhibit A- Scope of Services attached hereto. III The procedure for obtaining Work under this Agreement is outlined in n Other Exhibit/Attachment: Work Assignment Procedure 3.4 ■ The County reserves the right to specify in each Request for Quotations: the period of completion; collection of liquidated 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 performance 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. l I Contractor's--quoted prices shall-be based-erg-€x-hibi-t-B--F-ee-Schedule-Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and [ in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), per County fiscal_yea -used-e+ e eFfe d by the Gentraetsr-fn response to a n t o Dri nAo+h de{egy s..de€+taed in-Section 4,1. ,� d on Exhilait--B--F-eo Ss-heCIU-le- Raymcnt will be made-upon receipt of a proper-i-nvoice and upon apple County's (`nn4r ^F 4rlmmicFr+}itn jest-Manager, an 8, Fla. Stats., c "Local Govcrnment- 4.1 Price Methodology (as selected below): • Lump Sum (Fixed Price): A firm fixed total price offering for a project; 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 County's project manager before payment for the fixed price contract is authorized. T-ime-arid Materials he-Gou+r+ty-agrecs to pay the-sontr-auto for the amount of labor-time bcr of hours times hourly rate), and for materials and equipm crally used in prof ossible to c projn^+ nr ,^,hon ` is °erected that the project requirements oral bu • id include num d and billing rate by position (and not company (or sub epiftg or payroll records), material or e • cr reimbursable documentation for the project. Page 2 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 I6E2 I Unit Price: The County agrees to pay a firm total fixed pr+ce (inclusive of all costs, including labor, materials, equipm , installatio 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 I I T-ravei-and-1 ceicnb le-E*penseB-:--T-r iot�oTa�d Roimc� V'i,rc•_.hlo t=vr orico� ��Jt�A c reimbursed as per Section 112.061 Fla. Stats. eimbur ements shall b • , $0.41.5 per mil4 Breakfast $6-00 Lunch Dinner -S8 Fe Actual ticket cost limited to tourist or coach cla e fare Rental car Actual rental cost li+ i-ted to compact or standard size vehicles Lodging Actual cost of lodging at single o marl to n rrryTl..-criu,, Parking Actual cost of parking Taxi of Airport Limousine Actual cost of cithe -taxi or airport limousine phone long- • ' • Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption# 85-8015966531 C. • Page 3 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 0 t6E2 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: DeAngelo Brothers, LLC d/b/a Aquagenix Address: 14250 Jetport Loop West Fort Myers, Florida 33913 Authorized Agent: George Bowling, Business Development Manager Attention Name & Title: Telephone: 239-561-1420 E-Mail(s): gbowling@dbiservices.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Barry Williams Division Name: Parks and Recreation Division Address: 15000 Livingston Road Naples, Florida 34109 Administrative Agent/PM: Melissa Hennig, Senior Environmental Specialist Telephone: 239-252-2957 E-Mail(s): Melissa.Hennig@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, Page 4 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 t6E2 or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor, Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. 0 Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. U Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. O U Professional Liabilitvj Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the ccional cervices under this Agreement. Contractof my as to any claims and shall have limits of-not lees than $ eas#h-slam-and aggregate. Cybor Liability: Coverage shall have minimum limits of$ per claim. : Coverage shall have minimum limits of$ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Page 5 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 U 6 E Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four(24) hours after receipt, of any notices of expiration, cancellation, non- renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the 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 be employed to perform those services. Page 6 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 tb E2 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Cog Contractor's Proposal, Insurance Certificate(s), III Exhibit A Scope of Services, I �C�sh'hi+tBRFee Schedule, _ RFP/n 1-TB/ICI Other Request for Qualifications # 18-7459 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes and corresponding contract documents, ■ Exhibit C-1 Public Payment Bond, n Exhibit C-2 Public Performance Bond, n Exhibit D - Release and Affidavit Form, 1 Exhibit E— Form of Contract Application for Payment, [ill Exhibit F - Change Order, U Exhibit G - Certificate of Substantial Completion, n Exhibit H - Certificate of Final Completion, 0 Exhibit I - Warranty, and [ Other Exhibit/Attachment: Work Assignment Procedures 17. APPLICABILITY. Sections corresponding to any checked box (1.) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be 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 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 7 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 T 16E2 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. U BONDS. A. When a construction project is in excess of$200,000, the Contractor(s) shall be required to provide Payment and Performance Bonds. B. When required by Owner, the Contractor shall furnish a Performance and/or Payment Bond prior to commencing performance, for the full amount of the Work, which shall act as a security guaranteeing the performance of the Contractor's work and the payment by the Contractor to any other party(ies) providing labor and/or materials in connection with each construction or renovation project performed by the Contractor. The bonds shall be furnished using the forms prescribed in Exhibit "C-1" and Exhibit "C-2". C. If the surety for any bond furnished by Contractor is declared 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 five (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the Owner's approval. Page 8 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 Z t;_ I € 2 23. n LIQUIDATED DAMAGES. The "Commencement Date" shall be established in the Notice to Proceed to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall be substantially completed within the time specified in the Request for Quotation/Scope of Work. The date of substantial completion of the Work (or designated portions 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 intended. The Work shall reach final completion and be ready for final acceptance by Owner within the time specified in the Request 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 financial 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 liquidated damages, but not as a penalty, the amount specified in the Request for Quotation/Scope of Work for each calendar day thereafter until substantial completion is achieved. The Project shall be deemed to be substantially completed on the date the Owner issues a Certificate of Substantial Completion pursuant to the terms hereof. Contractor hereby expressly waives and 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 be 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. n 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." 25. 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 extent 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 failed or reasonable evidence indicating probable fling of such claims; (c)failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the Page 9 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 d U I6 € 2 unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other Agreement between Contractor and Owner. 26. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by Owner in advance. 27. 1 CONTRACT TIME AND TIME EXTENSIONS. A. Time is of the essence in the performance 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 materialmen, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be 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 shall notify the Owner in writing within forty-eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform 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 Time; 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. III 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 set forth herein, no 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, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County's Page 10 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 0 16 ( 2 • Procurement Ordinance and Procurement Procedures in effect at the time such modifications are authorized. A Change Order in the form attached as Exhibit "F" to this Agreement, shall be issued and executed promptly after an Agreement is reached between Contractor and Owner concerning the requested changes. Contractor shall promptly perform 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 and Contractor shall mutually agree. 29. N CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 30. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 31. [TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 32. IN PROTECTION OF WORK. 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 been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted 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 pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 33. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Page 11 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 � ` E. 2 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 the 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 variations. If Contractor fails to provide the forty-eight (48) hour written notice noted above, the Contractor shall be 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. U 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 designated 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 Substantial Completion, Exhibit G, which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a 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 thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punchlist. Upon receipt of written certification by Contractor that the Work is completed in 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 and inspections, and the Contractor's certification 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 liens, arising out of the Contract Documents,to the extent and in such form as may be designated by Owner. D. The warranty in the form attached as Exhibit "I". Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. Page 12 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 1 € 2 35. Ill WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 36. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 37. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 38. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 39. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 40. ❑KEY PERSONNEL. The Contractor's perconnol and management to be utilized for this pr-ejeot shall be knowledgeable in their areas of expertise. The County reserves the right to perform Page 13 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 I6E2 complete the services on a timely basis, and Bach person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key replacement personnel. II AGREEMENT STAFFING. The Contractor's personnel and 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 be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 41. U ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF RECED NCE .rant Fantle er Contract e Agreement. To the extent a+iy conflict in the terms of the Contract Documents cannot be resolved ents upon the 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 Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 43. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their Page 14 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 l6E2 background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e- mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 44. • SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 15 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 I 6 E 2 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: ;y BOARD OF COU TY COMMISSIONERS ' .;' 04%- COLLIERe 1CO v . ;IDA Crystal K: Kinzpl, (' eFb'�f Courts & �.�' By: .a..di�. K .;n..li ; . 6 C) , By: ,�..w•,...:.-•,. .,.i�� W. /McDaniel,Jr., Dated': , ,," Chairman signature only,„ Contractor's 'Witnesses: DeAngelo Brothers LLC, d/b/a Aquagenix ll t Contractor \r,,,,s_. r �' By: -. .,.......i... Contractor's First Witness Signature Geor.e Bowfin. B ess Develo• e ;;/ r William Ford TType/print sig Pure and titleT ! TType/ tint witness nam T Contractor's econd Witness Helen Jones TType/print witness nameT Appro d a to F m nd Legality: • "" County Attorney -fir ,�cd t-I- Fri nt i�lame • Page 16 of 33 , Multi-Contractor Award Agreement 2017.006 Ver.1 v . .,i/ ib € 2 • Exhibit A Scope of Services following this page (pages 1 through 2 ) I this exhibit is not applicable • 4111, it ii Page 17 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 I'. 16E2 -- 18-7459-Exotic Vegetation Removal EXHIBIT A SCOPE OF SERVICES Services for the removal of exotic and other nuisance vegetation by manual and mechanical methods including chemical and/or physical removal. Trees, bushes, and other vegetation may be cut with machetes, chain saws, brush trimmers, 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 awardee(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 limited to: • Category 1 and 2 species listed on the most current Florida Exotic Pest Plant Council (FLEPPC) invasive species list. • Any other undesirable species as directed by the project manager. Additionally, the Contractor(s) 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 in the Work Assignment Procedure). Quotes must include description of the project, location, description of the service to be provided and cost per acre. Contractor's quotes must be 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 project manager. 5. Provide the service so as not to damage or destroy native vegetation within the area of exotic treatment. Due caution must be given to the surrounding habitat. 6. Minimize disturbance to surface area. Replace damaged native vegetation according to County Code. 7. Provide equipment in good repair necessary to perform the described services in particular and the equipment necessary to complete related tasks. If additional equipment(i.e. crane, bucket truck, ditch witch, etc.) is needed, the County must be notified in advance, for final approval. The reimbursement of rental equipment expense shall be at cost, commencing when it arrives at the service site. The County 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 free of potential exotic species to avoid transference, prior to entering the project site to commence work. Collier County staff reserve the right to inspect and 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 commencement of any work, upon County's request. 10. Restore any damages caused by 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 responsibility to provide pre-project existing condition documentation. 11. Provide 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 Maintenance of Traffic (MOT) policy (if required). All work shall be performed within the right-of-way and/or easements. All operations shall be in accordance with a Collier County's Maintenance of Traffic Policy, #5807, Revised January 1, 2005, copies of which are available at: http://purchasing.colliergov.net/Vendors/Shared%20Documents/Maintenance%20of%20Traffic%20( Page 1 of 2 16E2 MOT).pdf. A Maintenance of Traffic Plan shall be approved in writing by the Department prior to the start of the project. Any equipment left in the right-of-way overnight shall be parked outside of the clear zone and as close as possible to the right-of-way line. No equipment shall be parked in the median regardless of the width of the median. 13. Inform the County Project Manager of work location and proposed schedule. 14. Leave site in a clean, neat and orderly manner including pick up and removal of all loose and unsightly vegetation materials on a daily basis. Daily clean-up operation must include removal and proper disposal of all trash, trimmings, and debris deposited on site. Felled trees may be neatly stacked, pursuant to South Florida Water Management District Melaleuca guidelines, with approval of project manager, to be determined in advance. Ruts made in the soil must be removed by the Contractor. 15. Provide for a maximum of two (2) months, or less if directed by the Project Manager, mortality evaluation period from the substantial completion date noted in any order provided by the department to the Contractor. The Contractor shall demonstrate to the County that all exotic vegetation on site has been exterminated to the complete satisfaction of the department. Any re-growth of stumps or plants that were not eradicated shall be properly re-treated by the Contractor at no additional expense to the department. Following this secondary re-treatment, there shall be a one (1) month, or less if directed by the Project Manager, mortality re-evaluation period to determine effectiveness of re- treatment. 16.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 by the County department Project Manager. 18. Park vehicles and equipment in areas designated only by the County department and with prior permission of the Project Manager. Page 2 of 2 CA t6E2 Exhibit B Fee Schedule following this page (pages through IA this exhibit is not applicable it Page 18 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 11) 16E2 ' Exhibit C-1 Lj this exhibit is not applicable PUBLIC PAYMENT BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That as Principal, and , as Surety, located at (Business Address) are held and firmly bound to as Oblige in the sum of ($ ) for the payment whereof we bind ourselves, our 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 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 supplies, 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. The provisions of this bond are subject to the time limitations of Section 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, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20_, the name of under-signed representative, pursuant to authority of its governing body. • Page 19 of 33 Multi-Contractor Award Agreement 2017.006 Ver. 16E2 Signed;sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20_, by , as of , a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not)take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) • OR Page 20 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 16E2 As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20_, by_ , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did(did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 21 of 33 Multi-Contractor Award Agreement 2017.006 Ver 16E2 this exhibit is not applicable EXHIBIT C-2 PUBLIC PERFORMANCE BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That , as Principal, and , as Surety, located at (Business Address) are held and firmly bound to , as Oblige in the sum of ($ ) for the payment whereof we bond ourselves, our 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 and specifications, which contractor is incorporated by reference and made a pat hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract, and 2. Pays Oblige any and all losses, damages, costs and attorneys' fees that Oblige sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Oblige; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified 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. The Surety, for value received, hereby stipulates and agrees that no changes, extensions 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 affect its obligations under this bond, 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 the specifications. Page 22 of 33 Multi-Contractor Award Agreement 2017.006 VeL7 I E2 This instrument shall be 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 the aggregate to Oblige for more than the penal sum of this Performance bond regardless of the number of suits that may be filed by Oblige. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20_, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20 by , as of a corporation, on behalf of the corporation. He/She is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 23 of 33 Multi-Contractor Award Agreement 2017.006 V . ��f JJ 1 6 E Z ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by— , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did(did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 24 of 33 Multi-Contractor Award Agreement 2017.006 Ve.1"--\ �`i 16E2 — this exhibit is not applicable EXHIBIT D RELEASE AND AFFIDAVIT FORM COUNTY OF ( STATE OF (_ ) Before me,the undersigned authority, personally appeared who after being duly sworn, deposes and says: (1) In accordance with the Contract Documents and in consideration of $ to be received, ("Contractor") releases and waives for itself and it's subcontractors, material-men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated 20 for the period from to . This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (2) Contractor certifies for itself and its subcontractors, material-men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, shall be fully satisfied and paid upon Owner's payment to Contractor. (3) Contractor agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's[monthly/final]Application for Payment No. CONTRACTOR BY: Witness ITS: DATE: Witness [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of ,20 , by ,as of , a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not)take an oath. My Commission Expires: (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of (AFFIX OFFICIAL SEAL) Commissioner No.: Od Page 25 of 33 Multi-Contractor Award Agreeme 7.006 Ver.1 Et I6 E2 this exhibit is not applicable EXHIBIT E FORM OF CONTRACT APPLICATION FOR PAYMENT (County Project Manager) Bid No. (County Department) Project No. Collier County Board of County Commissioners (the OWNER)or Collier County Water-Sewer District(the OWNER) Application Date FROM: (Contractor's Representative) Payment Application No. (Contractor's Name) for Work accomplished through the Date: (Contractor's Address) RE: (Project Name) Original Contract Time: Original Contract Amount: $ Revised Contract Time: Total Change Orders to Date $ Revised Contract Amount $ Total value of Work Completed Retainage @ 10% thru[insert date] $ and stored to Date $ Retainage @ __% after [insert date] $ Less previous payment(s) $ Percent Work com pleted to Date: % AMOUNT DUE THIS Percent Contract Time completed to Date % APPLICATION: $ Liquidated Damages to be Accrued $ ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered 1 through inclusive; (2)title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens,claims, security interests and encumbrances (except such as covered by Bond acceptable to OWNER); (3) all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due; (4) and CONTRACTOR agrees that all overruns as shown on the monthly estimate summary shall, in fact, be added to the revised contract and shall be incorporated into a future Change Order: By CONTRACTOR: (Contractor's Name) (Signature) DATE: (Type Name&Title) (shall be signed by a duly authorized representative of CONTRACTOR) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended: By Design Professional : (DP's Name) (Signature) DATE: (Type Name&Title) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is approved: By OWNER'S Project Manager: (Signature) DATE: (Type Name and Title) Page 26 of 33 Multi-Contractor Award Agreement 2017.006 I EZ ❑ this exhibit is not applicable EXHIBIT F CHANGE ORDER ❑Contract Modification ❑Work Order Modification Contract#: Change#: Purchase Order#: Project#: Contractor/Firm Name: Project Name: Project Manager Name: Department: Original Contract/Work Order Amount Original BCC Approval Date; Agenda Item # Current BCC Approved Amount Last BCC Approval Date; Agenda Item # Current Contract/Work Order Amount SAP Contract Expiration Date (Master) Dollar Amount of this Change #DIV/Ol Total Change from Original Amount Revised Contract/Work Order Total $ 0.00 #DIV/01 Change from Current BCC Approved Amount Cumulative Changes $ 0.00 #DIV/0l Change from Current Amount Completion Date,Description of the Task(s)Change,and Rationale for the Change Notice to Proceed Original Last Approved Revised Date Date Completion Date Date Includes this change) #of Days Added Select Tasks ❑Add new task(s) ❑Delete task(s) ❑Change task(s) ❑ Other(see below) Provide a response to the following:1.)detailed and specific explanation/rationale of the requested change(s)to the task(s)and for the additional days added(if requested);2.)why this change was not included In the original contract;and,3.) describe the impact if this change Is not processed. Attach additional information from the Design Professional and/or Contractor if needed. Prepared by: Date: (Project Manager Name and Division) Acceptance of this Change Order shall constitute a modification to contract/work order identified above and will be subject to all the same terms and conditions as contained in the contract/work order indicated above,as fully as if the same were stated in this acceptance. The adjustment, if any, to the Contract shall constitute a full and final settlement of any and all claims of the Contractor/Vendor/ Consultant/Design Professional arising out of or related to the change set forth herein, including claims for impact and delay costs. Accepted by: Date: (Contractor/Vendor/Consultant/Design Professional and Name of Firm,if project applicable) Approved by: Date: (Design Professional and Name of Firm, if project applicable) Approved by: Date: (Procurement Professional Page 27 of 33 Multi-Contractor Award Agreement 2017.0 r.1 U, li € 2 n this exhibit is not applicable EXHIBIT G CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. ENGINEER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date This Certificate of Substantial completion applies to all Work under the Contract documents or to the following specified parts thereof: To OWNER And To The 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 substantially complete in accordance with the contract documents on: DATE OF SUBSTANTIAL COMPLETION A tentative list of items to be completed or corrected is attached hereto. This list may not be all- inclusive, and the failure to include an item in it does not alter the responsibility of CONTRACTOR to complete all the Work in accordance with the Contract Documents. The items in the tentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. Page 28 of 33 0 Multi-Contractor Award Agreement 2017.143V-r.1 16 E2 The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONTRACT OR: The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONTRACTOR'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on , 20_ Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Substantial Completion on , 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on 20 OWNER By: Type Name and Title Page 29 of 33 Multi-Contractor Award Agreement 2017.006 ea U 16EZ ' E this exhibit is not applicable EXHIBIT H CERTIFICATE OF FINAL COMPLETION OWNER'S Project No. ENGINEER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date This Certificate of Final completion applies to all Work under the Contract documents. To OWNER And To The 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 and made a part of this Certificate: Page 30 of 33 Multi-Contractor Award Agreement 2017.006 Ver. O U i6El - Executed by Design Professional on 20_ Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Final Completion on 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Final Completion on 20_ OWNER By: Type Name and Title Page 31 of 33 ..tt Multi-Contractor Award Agreement 2017.000 16 € 24 this exhibit is not applicable EXHIBIT I WARRANTY In consideration of ten 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 Completion: Name and Address of CONTRACTOR: CONTRACTOR warrants and guarantees the work performed pursuant to the contract shall be free of all defects of materials and workmanship for a period of one year from the DATE OF FINAL COMPLETION. The undersigned party further agrees that it will, at its own expense, 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 consideration 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, et seq. DATE: CONTRACTOR BY: Attest: Page 32 of 33 G°D; Multi-Award Agreement 2017.006 Ver.l Other Exhibit/Attachment Description: Work Assignment Procedures ❑■ following this page (pages 1 through 1 ) this exhibit is not applicable { Page 33 of 33 Multi-Award Agreement 2017.006 Ver.1 CD) lift 18-7459-EXOTIC VEGETATION REMOVAL WORK ASSIGNMENT PROCEDURE The County reserves the right to select one or more Contractors(s)in the following manner: • For work between$0 to less than$3,000:the County shall select one (1) of the Contractors based on expertise and experience with the requested task and on availability. • For work between$3,000 to less than$200,000:the County shall solicit not less than three (3) quotes from all the Contractors or issue a seperate solicitation. • For work that may exceed$200,000:the County shall solicit quotes from all of the Contractors or issue a seperate formal solicitation. The following Articles of the Agreement shall only be applicable for Projects over$200,000 Article 22.Bonds Article 23.Liquidated Damages Article 24.Payments Article 34.Completion C I 6 E 2 • DATE(MM/DD/YYYY) ACORE) CERTIFICATE OF LIABILITY INSURANCE 3(MM/DD2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must 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). PRODUCER CONTACT NAME: Kevin Roof Assurance, a Marsh &McLennan Agency LLC company PHONE.Ext): (312)625-5948 FAX No):(847)440-9116 20 N Martingale Road E-MAIL Suite 100 ADDRESS: Kevin.Roof@MarshMMA.com Schaumburg IL 60173 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Starr Indemnity&Liab Co 38318 INSURED SEVEISL-02 INSURER B:CAPITOL SPECIALTY INS CORP 10328 DeAngelo Contracting Services, LLC dba Aquagenix INSURER C: HOMESITE INS CO OF FL 11156 100 North Conahan Drive INSURER D: ENDURANCE AMER SPECIALTY INS CO 41718 Hazleton PA 18201 INSURER E: Lloyds of London 85202 _ INSURER F: AXIS SURPLUS INS CO 26620 COVERAGES CERTIFICATE NUMBER:1338924505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSFC IADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE I INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY), LIMITS A X COMMERCIAL GENERAL LIABILITY Y j 1000025924211 11/1/2021 11/1/2022 EACH OCCURRENCE $2,000,000 r___, DAMAGE TO RENTED CLAIMS-MADE ''II OCCUR PREMISES(Ea occurrence) $300,000 X DED 500,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X 781 F" I LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 1000672941 211 11/1/2021 11/1/2022 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED ' SCHEDULED AUTOS ONLY ,I AUTOS BODILY INJURY(Per accident) $ x HIRED I X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) C X 1 UMBRELLA LIAB X OCCUR CXP-000990-00 11/1/2021 11/1/2022 EACH OCCURRENCE $3,000,000 E XS 1142721 12/9/2021 11/1/2022 F EXCESS LIAB CLAIMS-MADE P-001-000744952-01 12/13/2021 11/1/2022 AGGREGATE $3,000,000 DED RETENTION$ ADDITIONAL LAYERS $SEE REMARKS A WORKERS COMPENSATION PER OTH- A AND EMPLOYERS'LIABILITY 100 0004825(AOS) 11/1/2021 11/1/2022 X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N 100 0004826(FL,MA) 11/1/2021 I 11/1/2022 OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under --DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Prof Liability/Pollution PNV10015266700 11/4/2021 11/4/2022 Prof Occ/Agg $5,000,000 B Excess Pollution EX20210970-01 11/4/2021 11/4/2022 Poll Occ/Agg $5,000,000 XS Poll Occ/Agg $5,000,000 I . DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County 3327 Tamiami Trail E ' AUTHORIZED REP ESENTATIVE Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16E2 EXHIBIT "B" Execution Version SECURED PARTY SALE AGREEMENT This SECURED PARTY SALE AGREEMENT(this"Agreement"),dated as of December 13, 2021, is by and among DeAngelo Contracting Services, LLC, a Delaware limited liability company ("DCS"), DeAngelo Vehicles Sales LLC ("DVS" and, together with DCS, collectively, the "Purchaser"), 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 ("Holdings"), and DeAngelo Brothers, LLC, a Pennsylvania limited liability company ("DB" and, together with DBIS and Holdings, the "DB Parties"), are each engaged in the business of infrastructure, 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 the 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, Term Loan and Security Agreement and Guaranty, dated as of May 27, 2021, as amended pursuant to that certain Amendment No. 1 and Consent to Revolving Credit, Term Loan and Security Agreement and Guaranty, dated as of July 15, 2021 and as further amended pursuant to that certain Amendment No. 2 and Consent to Revolving Credit, Term Loan and Security Agreement and Guaranty, dated as of September 30, 2021 (collectively, the "Credit Agreement"), under which the Secured Party and the Lenders 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 Documents (as defined in the Credit Agreement; the Credit Agreement and Other Documents referred to herein collectively as, the "Loan Documents"); WHEREAS, certain events of default occurred and are continuing under the Loan Documents; WHEREAS, Secured Party and the DB Parties, as well as the other parties to the Loan Documents,through good faith and arm's length negotiations, during which each party was represented by independent legal counsel,reached an agreement whereby the DB Parties voluntarily agreed to surrender certain collateral to Secured 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, arm's length negotiations to reach an agreement regarding the Purchaser's purchase of the Purchased Assets from Secured Party; WHEREAS, the Purchaser desires to purchase the Purchased Assets from Secured Party, and Secured Party desires to sell to the Purchaser the DB Parties' interests in the Purchased Assets, all in the manner, 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 of 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: I6E2 ARTICLE I DEFINITIONS; CONSTRUCTION 1.1 Definitions. As used in this Agreement(including the recitals and Schedules hereto),the following terms shall have the following meanings: "Arch"means Arch Insurance 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 10% of the voting securities or other voting interest of any Person (including attribution from related parties), or(b)the possession,directly or indirectly, of 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 and Secured Party with respect to all of the Purchased Titled Assets, in each case in form and substance reasonably satisfactory to the Purchaser and Secured Party. "Business Day" means a day other than a Saturday, Sunday or other day on which banks in Wilmington,Delaware are required or authorized to close. "Cash Collateral Deposit Amount"means the amount in respect of payments made to the DB Parties by Arch, for further distribution to the Purchaser, relating to certain cash collateral held for deductible obligations under workers' compensation, general liability and auto liability policies issued by Arch from November 1,2008 through October 31,2013. "Code"means the Internal Revenue Code of 1986,as amended, together with any rules or regulations promulgated thereunder. "Collateral Surrender Agreement" means that certain Agreement Regarding Voluntary Surrender of Collateral and Consent to Sale, in 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 DB Parties and Secured Party. "Contract"means any written or oral agreement, contract, instrument, commitment, lease, 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,as well as 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. "Employee Benefit Plans" means, collectively, each "employee 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 other agreement, plan, program, fund, policy, Contract or arrangement(whether written or unwritten) providing compensation, benefits, pension, retirement, superannuation, profit sharing, stock -2- 16E2 bonus, stock options, stock option, stock purchase, phantom or stock equivalent,bonus, thirteenth month, incentive, deferred compensation, hospitalization, medical, dental, vision, vacation, life insurance, death benefit, sick pay, disability, severance, fringe benefit, supplemental unemployment benefits, change in control, nonqualified deferred 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 or judicial actions, suits,orders, claims, liens, notices, notices of violations, investigations, complaints, requests for information, proceedings or other communication(written or oral), whether criminal or civil, pursuant to or relating to any applicable Environmental Law. "Environmental Law" means any and all Laws, Orders, Environmental Permits, policies, guidance documents or agreements with any Governmental Entity, relating to the protection of health and the environment or worker health and safety or governing the handling,use,generation,treatment,storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling or Release of or exposure to Hazardous 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 Governmental Entity under any applicable Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended on or prior to the Closing. "Existing TSA"means that certain Temporary Services Agreement,dated as of November 1, 2021, by and between the Purchaser and the DB Parties, as amended through the date hereof. "Existing TSA Collections Amount" means all amounts in respect of collections from customers serviced by DCS pursuant to the Existing TSA and during the term thereof. "Existing TSA Deposit" means $ , which amount was transferred to the DB Parties by the Purchaser prior to the date hereof pursuant to Exhibit A of the Existing TSA under the heading "Non-Refundable Deposit." "Existing WARN Act Litigation"means the litigation set forth on Schedule 1.1(a). "Files and Records" means all files and records, whether in hard copy, electronic or magnetic format or otherwise, of the DB Parties, including: all lists, records and other information pertaining to accounts;all books,ledgers,files,business records,legal files and legal records of every kind; all customer and vendor files; all equipment warranty information, trade secrets and customer specifications; and all correspondence with Governmental Entities. "GAAP"means the generally accepted accounting principles as in effect from time to time in the United States, consistently applied. "Governmental Entity" means any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any other country or any state, province, prefect, municipality, locality or other governmental or political subdivision thereof, or any -3- S6E2 quasi-governmental or private body exercising any regulatory,taxing, 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 or 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. "Intellectual Property"means: (a)all inventions (whether patentable or unpatentable 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 therewith, and all applications, registrations and renewals in connection therewith; (c) 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 code, scripts, source code, data, databases and related documentation, including but not limited to installation and operation manuals) (collectively "Software"); (f)all Internet websites, including domain name registrations and content and Software included therein; (g)all other proprietary rights; (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"means any Lien in favor of any Person that is junior in priority to the Liens securing the obligations of the DB Parties and the other borrowers and guarantors to Secured Party under the Loan Documents and in accordance with applicable law. "Laws"means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the 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 of first offer,right of first refusal,adverse claim,conditional sale agreement, or any other claim or charge similar in purpose or effect to any of the foregoing. "Loss" means any loss, damage, diminution in value, fine, fee, penalty, deficiency or expense(including interest,court costs,reasonable fees of attorneys,accountants and other experts or other expenses of litigation or other proceedings or pursuits of rights to indemnification). "Order" means any order, writ, judgment, decree, injunction or similar order of any Governmental Entity(in each case whether preliminary or final). "Organizational Documents" means certificates of incorporation, bylaws, certificates of formation,limited liability company operating agreements or similar formation or governing documents of a particular entity, including all amendments,modification and supplements thereto. "Permits" means all permits, licenses, franchises, registrations, certificates, approvals, consents or other similar authorizations. -4- i6E2 "Permitted Lien" means: (a)liens for property taxes and assessments not yet due or payable; and(b) immaterial liens of mechanics, laborers, warehousemen and similar statutory liens arising in the ordinary course of business for amounts not yet due. "Person" means any individual, corporation, partnership, limited liability company,joint venture,association,joint-stock company,trust(charitable or non-charitable),unincorporated organization, other form of business entity or Governmental Entity. "Pre-Closing Environmental Liability"means any liabilities,obligations or Losses arising from or relating to: (a)any violation or alleged violation of, noncompliance with, or liability under Environmental Laws or Environmental Permits relating to any Purchased Assets, the Businesses, any Site or either Seller, in each case, that first existed, arose or occurred on or prior to the Closing Date; (b) any violation or alleged violation of,noncompliance with or liabilities under any provisions or requirements of any lease pertaining to Environmental Laws,Environmental Permits or Hazardous Materials relating to the Purchased Assets,the Businesses or any Site,that 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 at, 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 Parties or either Businesses or any entities previously owned by the DB Parties, at or to any 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 of Secured Party. "Purchased Titled 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 title or any equivalent document. "Release"means any spilling,leaking,pumping,pouring,emitting,emptying,discharging, injecting,escaping,migrating, leaching, dumping or disposing of a Hazardous Material. "Seller Intellectual Property" 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 Property set forth on Schedule 1.1(c) (but excluding Excluded Intellectual Property), which sets forth all Intellectual Property that is the subject of a patent, copyright or trademark registration or application and all material unregistered Intellectual Property owned by the DB Parties. "Site" means the real properties currently or previously owned, 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 case, including all soil, subsoil,surface waters and groundwater thereat. "Tax Return"means any return,declaration,report,claim for refund or credit,information return or statement,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 filed with any Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or the administration of any Laws,regulations or administrative requirements relating to Taxes. -5- 16EZ "Taxes" means all 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 profit, 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,governmental 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 a result of any Tax sharing or similar agreement,by reason of being a successor-in-interest or transferee of another Person, and also including any interest,penalties or additions thereto,whether disputed or not. "Trade Secrets" means any trade secrets and confidential or proprietary information, without regard to form, including technical and non-technical data, formulae, know-how, ideas, compositions,patterns, compilations, programs,research and development, devices,methods, techniques, drawings, designs, specifications, technology, systems, processes, financial data, financial plans, product plans,business and marketing plans and proposals, distribution lists, lists of actual or potential customers, advertisers or vendors, and pricing and cost information. "Transaction Documents"means this Agreement,the Collateral Surrender Agreement,the exhibits and schedules hereto and thereto, and all other agreements, instruments, certificates and other 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 Expense Amount"means $ ,which amount is in respect of reimbursable expenses incurred, due and owing under the Existing TSA as 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. 1.2 Construction. For the purposes of this Agreement,except as 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, and the use of any gender herein shall be deemed to include the other genders; (b)references herein to"Articles","Sections", "subsections"and other subdivisions, and to Exhibits, Schedules, Annexes and other attachments,without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules, Annexes and other attachments to, this Agreement; (c)a reference to a subsection or other subdivision without further reference to 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 words "include", "includes" and"including" are deemed to be followed by the phrase "without limitation"; and (f)all accounting terms used and not expressly defined herein have the respective meanings given to them under GAAP. -6- I 6 E 2 ARTICLE II PURCHASE AND SALE OF THE PURCHASED ASSETS AND 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 Party shall sell, convey,transfer and assign to the Purchaser, and the Purchaser shall purchase or assume, as the case may be, from Secured Party, all of DB Parties' rights and interests in and to all of the Purchased Assets, free and clear of all Junior Liens to the extent provided for under Sections 9-610 and 9-617 of the UCC, on an "AS IS, WHERE IS" basis. As used in this Agreement, the term"Purchased Assets"shall mean all of the following assets of Secured Party: (a) the Contracts set forth on Schedule 2.1(a) (the"Assigned Contracts"); (b) all equipment owned or leased by the DB Parties related to the Businesses, including (i)the equipment set forth on Schedule 2.1(b), (ii) any rights of the DB Parties to the warranties and licenses received from manufacturers, lessors and sellers of the equipment referred to in the immediately preceding clause(i), and (iii) any related claims, credits, rights of recovery and set-off with respect to the items referred to in the immediately preceding clauses (i) and(ii) (the items set forth in this clause(b),collectively, the"Purchased Equipment"); (c) all inventory owned by the DB Parties related to the Businesses(including without limitation materials,supplies,works-in-process and finished goods,and the inventory set forth on Schedule 2.1(c)(the"Purchased Inventory"); (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 2.1(d)(1)(the"Applicable Facilities"), and (2) each of the 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"Assigned Leases"); (e) any rights Secured Party has in the Permits of the DB Parties to the extent related to the Businesses; (f) all Seller Intellectual Property and all pass codes or security codes relating to the Purchased Assets(collectively,the"Transferred IP"); (g) all rights 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, chosen in action, rights of recovery and rights of setoff of any kind relating to the other Purchased Assets. Notwithstanding anything to the contrary in this Section 2.1, the Purchased Assets shall not include any Excluded Assets. 2.2 Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary, all assets of the DB Parties (other than the Purchased Assets) shall be excluded from the sale of assets contemplated hereunder and shall not be sold, assigned, transferred, conveyed and delivered to the Purchaser hereunder and,to the extent in existence on the Closing Date,shall be retained by the DB Parties and/or Secured Party(collectively,the"Excluded Assets"), including, for the avoidance of doubt: -7- iEl (a) all accounts receivable of the DB Parties and 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 Amount and the Existing TSA Collections Amount)auctioned or otherwise disposed of prior to the Closing Date,and the right to receive and retain the DB Parties' mail and other communications; (b) any cash and cash equivalent balances of the DB Parties on the Closing Date; (c) all equity interests in any Person owned by the DB Parties, including the equity interests in DBI Canada,DTS and DB; (d) all assets and properties owned by DBI Canada and DTS or exclusively related to the businesses of DBI Canada and DTS; (e) any minute books,Tax Returns or other corporate documents of the DB Parties; (f) all receivables, refunds and Tax assets with respect to Taxes for taxable periods (or portions thereof) ending on or before the Closing; (g) any Employee Benefit Plan that the DB Parties or any Affiliate of the DB Parties maintain, contribute to, have an obligation to contribute to or otherwise have any Liability with respect thereto; (h) all Contracts, other than the Assigned Contracts and Assigned Leases; (i) The Seller Intellectual Property specifically set forth on Schedule 2.2(i) (the "Excluded Intellectual Property") and all other intellectual property rights of the DB Parties and Secured Party,other than the Transferred IP; (j) all intangible personal property rights(except to the extent such rights are included in the Purchased Assets),including all rights on the part of the DB Parties and/or Secured Party to proceeds of any insurance policies and all claims on the part of the DB 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 Party's claims,refunds,causes of action,choses in action, rights of recovery and rights of setoff of any kind relating solely to the Excluded Assets or the Excluded Liabilities; and (1) all rights of the DB Parties and Secured Party under this Agreement and the other Transaction Documents 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, from and after the Closing, but subject to the terms and conditions set forth in this Agreement,the Purchaser shall assume and thereafter will pay,perform and discharge when due the following(collectively,the"Assumed Liabilities"): (a) all executory obligations of the DB Parties and/or Secured Party solely to the extent arising following the Closing pursuant to the terms of the Assigned Contracts and Assigned Leases (other than liabilities relating to any breach or default under any Assigned Contract or Assigned Lease prior to the Closing Date). -8- a E2 Notwithstanding anything to the contrary in this Section 2.3, the Assumed Liabilities shall not include any Excluded Liabilities. 2.4 Excluded Liabilities. Notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the DB Parties and/or Secured Party except for those liabilities and obligations expressly assumed by the Purchaser pursuant to the terms of Section 2.3 (collectively,the"Excluded Liabilities"). Without limiting the generality of the foregoing,the Excluded Liabilities shall include the following: (a) all accounts payable of the DB Parties that relate to services rendered to or for, or products purchased by the DB Parties for 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 Date; (c) any liabilities with respect to any Employee Benefit Plan that the DB Parties or any Affiliate of the DB Parties maintain,contribute to,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 of employment 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 imposed therewith, related to noncompliance by either Secured Party or the DB Parties with applicable bulk sales Laws; (f) all liabilities for (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 thereof) ending on or before the Closing Date, including Taxes allocable to either of the DB Parties or Secured Party pursuant to Section 6.4(c), and (iii)payments under any Tax allocation, sharing or similar agreement (whether oral or written); (g) any liability or obligation of the DB Parties under any indebtedness for borrowed money, including any indebtedness owed to any Affiliate of the DB Parties, and any Contract evidencing any such financing arrangement; (h) any Pre-Closing Environmental Liability; (i) any matter relating to the Existing WARN Act Litigation; and (j) any fees or expenses of the DB Parties and Secured Party incurred with respect to the transactions contemplated hereby. Purchaser acknowledges, confirms and agrees that Secured Party shall have no liability to Purchaser, and Purchaser shall have no recourse to Secured Party, if any Person makes any claim or otherwise seeks to collect from Purchaser any amount or other liability arising from or related to any of the Excluded Liabilities. -9- E 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 Purchaser to Secured Party in exchange for the Purchased Assets shall consist of (a) $ (as such amount may be adjusted pursuant to Section 3.4 hereof, the "Cash Purchase Price"), and(b)the assumption by the Purchaser of the Assumed Liabilities. 3.2 Closing. Subject to the terms and conditions set forth in this Agreement,the closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities (the "Closing") shall take place at the offices of Morgan, Lewis & 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 referred to herein as the "Closing Date". 3.3 Closing Deliveries. (a) Closing Deliveries by Secured Party. Secured Party shall deliver to 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 the Transferred IP, duly executed by Secured Party; (iii) [reserved]; (iv) to the extent available, titles to all Purchased Titled Assets free and clear of all liens; (v) 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 filing in the applicable jurisdiction); (vi) [reserved]; and (vii) the Collateral Surrender Agreement, duly executed by each of the DB Parties,and notice of the same. (b) Closing 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- t6E2 (iii) conveyance documents with respect to the Transferred IP, duly executed by the Purchaser; (iv) [reserved]; and (v) the Promissory Note, duly executed by Purchaser. 3.4 Payments at Closing. At the Closing, the Purchaser shall pay or cause to be paid,by wire transfer of immediately available funds to the Secured Party, (i) the Cash Purchase Price minus (ii) the Existing TSA Deposit(such aggregate amount,the"Closing Payment"). 3.5 TSA Reimbursable Expense Amount. Purchaser shall pay, to Secured Party by wire transfer of immediately available funds on the Closing Date the TSA Reimbursable Expense Amount. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SECURED PARTY Secured Party represents and warrants to the Purchaser,as of the date hereof, as follows: 4.1 Organization 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 the 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 this Agreement (the "Secured Party Sale"). The execution and delivery of each of the Transaction Documents have been duly authorized by all necessary corporate action on the part of Secured Party. 4.2 Enforceability. This Agreement and the other Transaction Documents have been duly executed by Secured Party and constitute Secured Party's valid and binding obligation, enforceable against it in accordance with its terms,except as may be limited by applicable bankruptcy,insolvency,moratorium or similar laws of general application relating to or affecting creditors' rights generally and except for the limitations imposed by general principles of equity. 4.3 Security Interest. Secured Party is the holder of all security interests granted to Secured Party by the DB Parties under which the sale contemplated by this Agreement is being made, and Secured Party has not assigned any of its security interests in the Purchased Assets to any other person or entity. The security interests held by Secured Party in the Purchased Assets,evidence of which have been delivered to the Purchaser, are good,valid,properly granted and enforceable. The Security Interests held by Secured Party in the Purchased Assets are first position Liens on the Purchased Assets to the extent provided for under the UCC, subject to Permitted Liens and the Intercreditor Agreement dated May 27, 2021 by and between Secured Party and Wilmington Trust, National Association, as agent. Secured Party is the sole Lender under the Credit Agreement. The Credit Agreement has not been amended or modified in accordance with its terms except as set forth in the defined term"Credit Agreement." 4.4 Litigation Proceedings and Applicable Law. There are no actions, suits, proceedings, judgments or orders, pending or (to the Secured Party's Knowledge) threatened against Secured Party seeking to enjoin the consummation of the Secured Party Sale at law, in equity, or before or by any Governmental Entity or any arbitrator. -11- 4.5 Broker's or Finder's Fee. Secured Party has 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 of the Closing,in material compliance with the requirements of a private sale under Sections 9-611 and 9-612 of the UCC,such that the Purchased Assets shall be transferred to Purchaser under this Agreement free and clear of all Junior Liens on such Purchased Assets that are junior to Secured Party's Liens on such Purchased Assets to the extent provided for under the UCC. 4.7 All of the Assets Secured Party Received. Contemporaneously with the Closing, the DB Parties shall have surrendered the Purchased Assets to Secured Party pursuant to the Collateral Surrender Agreement,executed by the DB Parties in favor of Secured Party contemporaneously with this Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants to Secured Party,as of the date hereof, as follows: 5.1 Corporate Organization. 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 its 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 performance 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 of 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 terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights generally and except for the limitations imposed by general principles of equity. 5.3 Litigation Proceedings and Applicable Law. To Purchaser's knowledge, there are no actions, suits, proceedings, judgments or 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 than as previously disclosed in Section 4.4 of this Agreement. 5.4 Brokers. Except as set forth in Schedule 5.4,neither the Purchaser nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with this Agreement and the transactions contemplated hereby. ARTICLE VI COVENANTS 6.1 Assignment of Contracts. Secured Party shall (a)use reasonable commercial efforts to cooperate with the Purchaser in any reasonable arrangement designed to provide to the Purchaser the -12- teEa benefits (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 Purchaser and 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 the Closing Date, at the Purchaser's reasonable request, Secured Party shall execute and deliver such other instruments 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, assignment, conveyance, transfer and delivery to the Purchaser of the Purchased Assets, and (b) convey, transfer to and vest in the Purchaser all or any part 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 Assets or the Excluded Liabilities that are received by the Purchaser. 6.3 Tax Matters. (a) Purchase Price Allocation. As soon as practicable after the Closing Date, the Purchaser shall prepare and deliver to Secured Party copies of Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") allocating the Cash Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code)between Secured Party and among the Purchased Assets. The Purchaser shall prepare and deliver to Secured Party from time to time revised copies of the Asset Acquisition Statement (the "Revised Statements") so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, 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 for the Purchased Assets shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statements,provided by the Purchaser to Secured Party, and all 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 for any sales, use, stamp, value added, documentary, filing, recording, transfer, stock transfer, gross receipts,registration,duty,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 file or caused to be filed all necessary documents(including all Tax Returns)with respect to Transfer Taxes. (c) Cooperation on Tax Matters. The Purchaser and Secured Party shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit,for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters. -13- l6E2 6.4 Purchase Price Adjustment. (a) From and after the Closing until February 15, 2022 (the "Purchase Price Adjustment Period") Purchaser and Secured Party will use commercially reasonable efforts and cooperate with one another to (i) locate any Purchased Equipment or Purchased Inventory deemed missing or otherwise not readily available, transferable and in good operating condition as determined in Purchaser's reasonable discretion, as of the Closing Date(the"Missing Equipment and Inventory"), and(ii) locate any titles 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"Missing 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 the Purchase Price Adjustment Period (such equipment and inventory"Found Equipment and Inventory" and such notification a"Found Equipment and Inventory Notification", and such titles"Found Titles"and such notification a"Found Title Notification"). 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 and conditioned upon satisfactory inspection by Purchaser (including Purchaser's determination in its reasonable discretion that such Found Equipment and Inventory and/or Found Title is readily available, transferable and in operating condition, as applicable), the Cash Purchase Price shall be adjusted for each such item of Found Equipment and 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 to the Valuation Schedule (such aggregate adjustment amount, the "Adjustment Amount"). Purchaser shall pay the Adjustment Amount to Secured Party by wire transfer of immediately available funds on the Adjustment Closing Date (as defined below); provided, however, that in no event shall Purchaser have any obligation whatsoever to pay more than $ 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 Note shall automatically(and with no further action required on the part of any party thereto) be deemed void ab 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 Adjustment Period (or at such other time and place as the parties 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 Inventory, Purchased Titled Assets or other assets or properties of the 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 to the express terms and conditions of this Agreement. 6.5 Bulk Sale Compliance. In accordance with 72 P.S. § 1403, at least ten (10) days prior to the scheduled Closing, Purchaser shall deliver to the Pennsylvania Department of Revenue, Bureau of Compliance (the "Department of Revenue") and the Pennsylvania Department of Labor and Industry(the "Department of Labor and Industry") a bulk sale notice letter("Bulk Sale Notice Letter"). Purchaser shall deliver a copy of the Bulk Sale Notice Letters to Secured Party. Within a reasonable time following Closing, Secured Party will request bulk sale clearance certificates for the DB Parties by submitting Forms REV-181—Application for Tax Clearance Certificate to the Department of Revenue and the Department of Labor and Industry, together with all other required filings and documentation. Secured Party shall use -14- l� € 2 all commercially reasonable efforts to obtain bulk sale 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 to the DB Parties for periods prior to Closing, and shall reimburse Purchaser for any costs, including but not limited to legal and accounting fees, incurred in connection with such claims. To the extent applicable to jurisdictions other than the Commonwealth of Pennsylvania, 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 file Tax 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 shall dekver accurate,true,correct and complete copies of such Tax Clearance Certificate to the Purchaser. Notwithstanding the foregoing, in the event Secured Party is unable to comply with any bulk sales,bulk transfer or similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement, Secured Party shall promptly pay and discharge when due all claims of creditors asserted against the Purchaser or 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 7.1 As-Is Sale.Purchaser acknowledges that,except as expressly provided in Article IV of this Agreement,the Purchased Assets are being conveyed,"AS IS"AND "WITH ALL FAULTS", and that all warranties of merchantability or fitness for a particular purpose are disclaimed. Without limiting the 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 to which the Purchased Assets may be put; (c)any future revenues,costs,expenditures, cash flow,results of operations,financial condition or prospects that may result from the ownership,use or sale of the Purchased Assets; or (d) any other information or documents made available to Purchaser. Purchaser further acknowledges that Secured Party is selling the Purchased Assets as part of a private secured party sale pursuant to Article 9 of the UCC and that such secured party sale or other 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 this Agreement. Both Secured Party and Purchaser acknowledge that Purchaser is paying a reasonably equivalent value for the Purchased Assets. ARTICLE VIII MISCELLANEOUS 8.1 Successors and Assigns. No party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (in the case of any proposed assignment by Secured Party)or Secured Party(in the case of a proposed assignment by the Purchaser)and any such attempted assignment without such prior written consent shall be void and of no force and effect; provided, however, that the Purchaser may assign this Agreement and any of its rights and obligations hereunder to one or more Affiliates of the Purchaser; provided, further, however,that 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- 6E2 8.2 Governing 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 of 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 the State of Delaware. 8.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY 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. EACH 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 JUDGMENT 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 IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, WITH SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY 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 contemplated hereby and thereby shall be paid by the party incurring such fees,expenses and costs. 8.6 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a)such provision will be fully severable, (b)this Agreement will be construed and enforced as if such provision had never comprised 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. 8.7 Notices. All notices,requests, demands and other communications under this Agreement shall 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; (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and confirmation of receipt is obtained promptly after completion of transmission; (c)on the day after delivery to Federal Express or a similar overnight courier; -16- SiltE2 " or(d) on the fifth day after mailing, if mailed to the party to whom notice is to be given,by first class mail, registered or certified, postage prepaid and properly addressed,to the party as follows: If to Secured Party: PNC Bank,National Association 340 Madison Avenue, 11 t Floor New York,New York 10173 Attention: Edward Chonko,Relationship Manager Telephone: (212) 752-6091 Email: edward.chonko@pnc.com Facsimile: (212)303-0060 with a copy to: Otterbourg P.C. 230 Park Avenue New York,New York 10169 Attention: Richard L. Stehl,Esq. Telephone: 212-905-3651 E-mail: rstehl@otterbourg.com Facsimile: 212-682-6104 If to the Purchaser: DEANGELO CONTRACTING SERVICES LLC 527 South Church Street Hazleton, PA 18201 Attn: Paul D. DeAngelo, Manager with a copy to: Morgan, Lewis&Bockius LLP 1701 Market Street Philadelphia, PA 19103 Attn: Andrew R. Mariniello; Craig Wolfe Email: andrew.marinielloc morganlewis.com,craig.wolfe@morganlewis.com Any party may change its address for the purpose of this Section 8.7 by giving the other party written 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 party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not -17- 1 E2 be deemed to be nor construed as a further 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 not issue any press releases or make any public statements or filings with Governmental Entities without the prior written consent of the other parties, which shall not be unreasonably withheld; provided, however, that any party hereto may make any public statements or filings if required by applicable Law or stock exchange or market regulation or rule. 8.10 Entire Agreement. This Agreement together with the other Transaction Documents 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. 8.11 Parties 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 permitted assigns. 8.12 Draffting. The parties hereto have participated jointly in the negotiation and 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. 8.13 Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.14 Counterparts. This Agreement may be executed and delivered(including by facsimile or other electronic transmission) in counterparts, each of which shall be deemed an original,but all of which shall constitute the same instrument. [Signature page follows.] -18- I6E2 IN WITNESS WHEREOF, the parties hereto have executed or caused this Secured Party Sale Agreement to be executed as of the date first above written. PURCHASER: DEANGELO CONTRACTING SERVICES LLC By: - Name: 1pau 1 U Dc liy�c7c�Z� Title: Na 1Cf DEANGELO VEHICLE SALES,LLC By: Name: Pack l Title: RQvn.ac,e✓ SECURED PARTY: PNC BANK,NATIONAL ASSOCIATION By: Name: Title: PNC EQUIPMENT FINANCE,LLC By: Name: Title: [Signature Page to Secured Party Sale Agreement] IN WITNESS WHEREOF, the parties hereto have executed or caused this Secured Party Sale Agreement to be executed as of the date first above written. PURCHASER: DEANGELO CONTRACTING SERVICES, LLC By: Name: Title: DEANGELO VEHICLES SALES, LLC By: Name: Title: SECURED PARTY: PNC BANK,NATIONAL ASSOCIATION By: 0,6 Name: pLpa 115c0,134...1 Title: ,Sf ,kr/L kj\CL S)ott, PNC EQUIPMENT FINANCE, LLC 13y: Name: Title: Signature Page to Secured Party Sale Agreement 1b E2 IN WITNESS WHEREOF,the parties hereto have executed or caused this Secured Party Sale Agreement to be executed as of the date first above written. PURCHASER: DEANGELO CONTRACTING SERVICES, LLC By: Name: Title: DEANGELO VEHICLES SALES, LLC By: Name: Title: SECURED PARTY: PNC BANK,NATIONAL ASSOCIATION By: Name: Title: PNC EQUIPMENT FINANCE, LLC By: + a Name:Michael V. DiSanto Title: Vice President Signature Page to Secured Party Sale Agreement .r A 6 E2K- ...---"'"1 et OATS IMMEN YYYYI f1►�D CERTIFICATE OF LIABILITY INSURANCE 3nr2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ios)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). PRODUCER CONTACT NAME,.e Kevin Roof Assurance,a Marsh&McLennan Agency LLC company PHONEFAx,Na 847 440-911B 20 N Martingale Road Am E-MA`9,F,rp•(31.21625-5948 I(Ale ):( ) Suite 100 ADDRESS! Kevin,Roof@MarshMMA,00m Schaumburg IL 60173 VISURER(s)AFFORDING COVERAGE NAILS INSURER A Starr Indemnity&Liab Co 38318 lNSURED GENE IS .I" INSURER R CAPITOL SPECIALTY INS CORP _ 10328 DeAngelo Contracting Services,LLC dba Aquagenix INSURER C HOMESITE INS CO OF FL 11156 100 North Conahan Drive lusuRER o ENDURANCE AMER SPECIALTY INS CO 41718 Hazleton PA 18201 WSURER e.Lloyds of London 85202 INSURER F:AXIS SURPLUS INS CO 26620 COVERAGES CERTIFICATE NUMBER:1338924505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. w5R 1AD LT3viiiF— ___--__—.. _.__._._.._-- Polity Lra ^ TYPE OF INSURANCE INSD'Yyvo POLICY NUMBER (MiMIDDIYYYY),(MN O0IYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY Y 1000025924211 11/1/2'021 11/1I2022 EACH OCCURRENCE 32,000,080 1 DAMAGE TO`RERTEO CLAMIS•MAOE X,OCCUR ,PREMISj1i a4cM r)-_._.E 300,000 X DEO 500,000 MED EXP IAnI one person) a 10.000 •PERSONAL i ADY INJURY j$2,000,000 GENL AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $4,01)0,000 POLICY X TeaL_:.1 Loc PRODUCTS•COMP/OP AGO 34,000,000 OTHER 3 A AUTOMOBILE LIABILITY 1000672941 211 11/1/2021 11/1r2022 'COL1elmecsevoteLIMrr $2,000,CC0 , aaccidentl X ANY AUTO !BODILY INJURY(Per porno} $ _. OWNED — SCHEDULED BODILY!:INJURY(Pot atarnnn S AUTOS ONLY AUTOS ----- X !AUTOS ONLY X Ni(Nl-OW AUTO NLDY I PROPERTY DAMAGE $._. 11 $ C X UMBRELLALIAO X OCCUR CXP-000990-00 11/1/2021 11/1/2022 EACH OCCURRENCE $3.000,000 e — — XS1142721 12/9/2021 1111/2022 — F EXCESS UAD CWMS•MADE P-001.000744952.01 12/13/2021 11/1/2022 !AGGREGATE $3,000,000 DEO 1 RETENTION$ I j ADDITIONAL LAYERS $SEE REMARKS A WORKERS COMPENSATION 1000004825(AOS) 11/1/2021 11/1/2022 IX 8EATUTE I 0T A AND EMPLOYERS'LIA00.1TY Y/N 100 0004826 FL,MA) 11/1/2021 11/1/2022 INYPROPRIETOR,PARTNER/ECECUTIVE -(� E.LEACHACCIDENT $1,000.000 IM OFFICEREM9EREXCLUOEDI t - J N/A (Mandatory In NH) E.L.OISEASE-EA EMPLOYEE $1,000,000 P yyeea•dxacdba under DE3CRIPrK1N OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1.000.000 0 Prof LiabnkyiPol Won PNV10015266700 11/4/2021 11/4/2022 P oI Oc/Agg $5,000.000 B Excess Polwdon EX20210970-01 11/412021 11/4/2022 Poll Ocs/Agq $5,000,000 xs Poll0a7Agg $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached II more space Is required) 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-53,000,000 Second Excess Policy(XS1142721)Limits:Each Occurrence-$3,000,000;Aggregate-S3,000,000 Third Excess Policy(P-001-000744952.01)Limits:Each Occurrence-$2,000,000;Aggregate-S2,000,000 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 condiliens of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County 3327 Tamlam1 Trail E AUTHOR ILEDREP ESENTATIVF Naples FL 34112 itie„..A.A._ a,i ate---- -)1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD