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#22-7963 (DeAngelo Contracting Services, LLC) FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 22-7963 for Goodlette Frank Road Vegetation Maintenance THIS AGREEMENT, made and entered into on this day of May 20 22 , by and between DeAngelo Contracting Services LLC authorized to do business in the State of Florida, whose business address is 527 S Church Street, Hazelton, PA 18201 _, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing ■ upon the date of Board approval; or E I on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase 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 ❑� Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I I Request for Proposal (RFR) IUD Invitation to Bid (ITB) ❑ Other ( )# 22-7963 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. [ii The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 CA Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 O 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. 3.2 III The procedure for obtaining Work under this Agreement is outlined in Exhibit A — Scope of Services attached hereto. . • nGthef Exhibit/Attachmcnt: &4 •• 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1 . 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". 4.1 Price Methodology (as selected below): • • • satisfaction of the County's project manager before payment for the fixed price contract n ounty agrees to pay the con cticc, weuld-+ne e- of ray—(er subcontractor) deeumentatien-or the project. ill Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 0 47- 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. 4.3 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 47,5 ❑ (sheee—if-appl4eable) 'mbursabIe--Expe:,ses: Travel and expenses-shall be reimbursed as per Section 112.061 Fla. Scats. Reimbursements shall be at the following rates: Mileage $4,44,5-per-Fnite Breakfast b $44,00 $10.00 Airfare mited to cla&s fare Rental car Actual rental cost limited to compact or standard size vehicles Ledgilr+g Parking Aet+:ial-eest-ef-parking • responsible for all other costs and expenses associated 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 # 85-8015966531C. Page 3 of 17 r, „ Fixed Term Service Multi-Contractor Agreement 2022_Ver.I CA( 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 Contracting Services LLC Address: 527 S Church Street Hazelton, PA 18201 Authorized Agent: Jarrod DeAngelo, President/Member Attention Name & Title: Telephone: (570) 580-9100 E-Mail(s): Jdeangelo@deangelocs.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: Gerald Kurtz Division Name: Road Maintenance Division Address: 4800 Davis Blvd Naples, Florida 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone: (239) 252-5591 E-Mail(s): Melissa.Pearson@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. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 11) 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, 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. (ii Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. a Business Auto Liability: Coverage shall have minimum limits of$ 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. 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. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 f la-of ss.iona-li-iabiti-ty- hail be male nstwe-+ts-legal this insurance. Such insurance shall have limits of not less than $ ch &-:j I C�leer Liabilij Coverage shall have , •• .m limits-of$ F. • Pollution Liability : Coverage shall have minimum limits of$ 1,000,000 per claim. -Coverage shall have minimum limits of$ per claim. - n Gever-age 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 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 Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 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 Road Maintenance 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. 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: Contractor's Proposal, Insurance Certificate(s), ICI Exhibit A Scope of Services, Exhibit B Fee Schedule, REP/ 0 ITB/I I Other #22-7963 , including Exhibits, Attachments and Addenda/Addendum, ❑ scent motes7--an4 L j Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County 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, Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 FAQ 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, if applicable, 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(ccolliercountvfl.gov 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. Page 8 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l 011 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. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County'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 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, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. • 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. 24. 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. Page 9 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 25. ; I WARRANTY, from any security interest or other ction, acceptance, passage of title , fabricators, suppliers or processors except as otherwise provided for in the Contract Deetiments: • of such replacement or repair. Terre warranties ar ddaition---te--these implA 26. ❑■ 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. 27. [II 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 to 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. Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County 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 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 modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. 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. 32. 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. 33. 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. 34. 71 this project shall be knowledgeable in their areas of expertise. The County reserves the y-peepte-as ncccc dates. The Contractor shall not change Kc Page 11 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.10 • peFsen a-: n 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. 35. n 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. U ORDER OF PRECEDE.C.E_.(Gr.ran*t F•unded). In f between or Documents cannot be resolved by application of the Supplemental Conditions, if any, or 36. 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. 37. 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 Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I period in which their 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 a@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. 38. n 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) Page13of17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K:,Kiin261,"Clet#R.pf the Circuit COLLIER CO ' ' DA Court and Comptroller...--, B BY: Ce) Y Willi; L. McDaniel Jr. , Chairman Dated: S (SEAL) ' Attest as to Chair ; signature only. Contractor's Witnesses: DeAngelo Contracting Services LLC Contractor DBA By: Con actor's First Witness ' atu e cf to, �eS r c�'�rf- Man )Type/print signat a and pre TType/print witness name t t C tractor's Second Witness IknoircjP(AAAoKon i S TType/print witness nameT App ved s t o 7d Legality: Couy Attorney rint ale Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l r U. Exhibit A Scope of Services n following this page (pages through 9 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 0 Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" EXHIBIT A SCOPE OF SERVICES This Agreement shall be awarded on a Primary/Secondary basis as follows: Primary Contractor: DeAngelo Contracting Services LLC Secondary Contractor: Superior Landscaping& Lawn Service, Inc. DETAILED SCOPE OF WORK This Agreement is for maintaining exotic and nuisance vegetation in and along drainage ditches that recently had significant vegetation clearing.The objective is for unobstructed stormwater conveyance waterways with an integrated approach to improve control results while minimizing non-target impacts. The work is considered essential to provide adequate flood protection for these areas. Most of the work is time-sensitive. To ensure continuity of services, the County shall have full authority to utilize the Secondary Contractor; if the Primary Contractor declines or fails to perform the work per the specifications, the contract may be subject to termination by the Board. This process applies to notice of default, suspension, or termination. 1. PERFORMANCE SPECIFICATIONS: The Contractor shall determine the means and methods in controlling the vegetation. Work area limits extend to all outfalls from adjoining roadside swales and fences. There is limited access for large or heavy equipment to mow, cut, or trim the vegetation, so work may require a combination of methods, such as manual labor, mechanical, and chemical. The Contractor shall provide supervision, labor, equipment, supplies, herbicides, chemicals, and materials necessary to maintain vegetation. The work consists of the following: 1.1. Remove and dispose of trash/litter and vegetation debris (fallen tree limbs and branches). 1.2. Trim vegetation (i.e., grass, weeds, shrubs, brush, bushes, tree branches, palm fronds, etc.) to three inches (3") on overbanks and side slopes. Do not trim below three inches (3") to prevent side slope erosion. 1.2.1. Vegetation on personal property that is growing beyond the right-of-way limits and onto overbanks, the Contractor shall only trim vegetation including branches and limbs that are protruding into the ROW limits. 1.2.2. Solid panel fences shall have vegetation removed on the face of the fence panels. 1.2.3. Chain link fences shall have vegetation trimmed that is projecting through the chain links.Trim flush to the fence. 1.2.4. Trim vegetation around structures, culverts, headwalls, signposts, light poles, and riprap within the work area limits as applicable. 1.3. Cut overhanging vegetation (trees, branches, limbs, fronds, shrubs, hedges, and dead material). 1.3.1. Vegetation overhanging into the ditch area shall be trimmed using an imaginary vertical line extending twelve feet (12') upward from the edge of the outer clearing limits/ditch. Page 1 of 9 Exhibit A—Scope of Services G��l Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" 1.4. Treat invasive and exotic vegetation on the ditch bottoms with herbicides and chemicals registered and labeled for application directly to water by the US Environmental Protection Agency (EPA) and Florida Department of Agriculture and Consumer Services (FDACS) may be used in Florida to control growing weeds in the water. Herbicide applied directly to water shall have specific label instructions for water applications. 1.4.1. Provide labor, materials, equipment, and herbicides, and other chemicals. 1.4.2. Herbicide applications shall be applied following label instructions. 1.4.3. Ensure crews have access to all appropriate labels and Safety Data Sheets (SDS)while transporting, mixing, or applying herbicides. 1.4.4. Comply with all pertinent regulations, including but not limited to the Organo-Auxin Rule, set forth by FDACS and National Pollutant Discharge Elimination System (NPDES). 1.4.5. Treat submersed plants rooted in the ditch bottom sediment and growing up through the water with sprays or granular formulations. 1.5. Vegetation growing in the open water areas shall be pre-treated with a proper amount of EPA-approved systemic herbicide that will absorb and be transported through the plant's vascular system, killing the entire plant(may take two (2) weeks or less). 1.5.1. The vegetation in the open water areas shall be cut at the water line approximately two (2) weeks after herbicide treatment and removed for disposal. The Contractor is encouraged to take photographic evidence of this operation, as the waterline may drop when the area is inspected. 1.5.2. The Contractor shall determine the application method. If the vegetation is thriving after the treatment,the Contractor shall treat again,ensuring no re-growth,at no additional cost to the County. 1.6. If applicable, treat Cattails approximately two (2) weeks prior to cutting and removing them, with a proper amount of EPA-approved systemic herbicide (applied by label) that will absorb and be transported through the plant's vascular system killing the entire plant. 1.6.1. The Contractor shall determine the application method. If the Cattails thrive after treatment, the Contractor shall treat again, ensuring no re-growth, at no additional cost to the County. 1.7. Each workday, remove and dispose of vegetation debris and trash/litter debris. Load, haul, and dispose of the debris in accordance with applicable local and state laws. 1.7.1. Stockpiling is not permitted in the right-of-way. 1.7.2. The Contractor may be required to return to the worksite to clean up, remove, and haul away for disposal. 2. LOCATION/WORK DESCRIPTION: Goodlette Frank Road (CR-851) is a six (6) lane road with a drainage ditch on the west side of the roadway. 2.1. Goodlette Frank Road —Location A: Goodlette Frank Road (CR 851) ditch is within the west 40 feet of right-of-way. It is located on the west side of Goodlette Frank Road from the roadside top of the bank to the west and the west side of the ditch, including the embankment/slope area, top of bank, overbank area to the Page 2 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" western edge right-of-way, and ditch bottom. There are seven (7) work areas divided into sections due to side streets and roadways causing breaks in the ditch.The Contractor's crews will need to cross over roads to continue working.This area is hard to maintain due to the steep slope(2:1 grade)and the overbank area being very narrow(area between the top of the ditch and the western edge of the right-of-way). There is limited access for large or heavy equipment to trim the vegetation. Remove vegetation growth on the western boundary fence and trim vegetation flush on the Fabriform concrete lining. 2.1.1. Work Area- Section#1: Beginning approximately 300 feet south of Pine Ridge Road at the headwall to Pompei Lane and Pompei Lane to Granada Blvd. 2.1.1.1.Access is from the road right of way and at intersecting streets. 2.1.1.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.1.3.Start at the headwall south of Pine Ridge Road to Granada Blvd. 2.1.1.4.East bank is constructed of Fabriform concrete lining with a northern 500 feet in rip rap. 2.1.1.5.A fixed weir is approximately 53 feet north of Pompei Lane. 2.1.1.6.West bank has approximately 1,400 feet of specialty Hydro-Turf Z south of Pompei Lane. 2.1.1.7.The work area section is approximately 1.94 acres (2,110 linear feet by 40 feet wide). 2.1.1.8.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.1.8.1. 1,440 LF Simtek panel fence off Goodlette Frank Road, on the western side of the drainage ditch, between Pompei Lane and Granada Blvd. 2.1.1.8.2.The vegetation is to be trimmed within the gravel area and the wooden fence on the westerly side of the ditch right-of-way. 2.1.1.8.3.This area includes the fence lines on both sides of the fence. The vegetation is to be removed from both sides of the decorative fence panels. 2.1.1.8.4.This area does not include vegetation removal on the wooden fence to the west of the utility poles because the site is located on private property between Granada Blvd. and Sorrento Villas. 2.1.1.8.5.Simtek fence site access: Sorrento Villas of Naples may provide access to the site at 1400 Pompei Lane through permission from the property manager or entry off Granada Blvd. 2.1.2. Work Area- Section #2: Granada Blvd to Solana Road. 2.1.2.1.Access is from the road right of way and at intersecting streets. 2.1.2.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.2.3.The east bank is constructed of Fabriform concrete lining, and the south end has approximately 325 feet rip rap on the west bank. 2.1.2.4.The work area section is approximately 2.21 acres (2,410 linear feet by 40 feet wide). 2.1.2.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. Page 3 of 9 Exhibit A—Scope of Services41110 Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" 2.1.3. Work Area- Section#3: Solana Road to Ohio Drive. 2.1.3.1.Access is from the road right of way and at intersecting streets. 2.1.3.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.3.3.The east bank is constructed of Fabriform concrete lining. 2.1.3.4.The work area section is approximately 2.41 acres (2,620 linear feet by 40 feet wide). 2.1.3.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.4. Work Area—Section #4: Ohio Drive to Ridge Street. 2.1.4.1.Access is from the road right of way and at intersecting streets. 2.1.4.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.4.3.The east bank is constructed of Fabriform concrete lining. 2.1.4.4.The work area section is approximately .99 acres (1,440 linear feet by 30 feet wide). 2.1.4.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.5. Work Area— Section #5: Ridge Street to 22nd Avenue North. 2.1.5.1.Access is from the road right of way and at intersecting streets. 2.1.5.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.5.3.The east bank is constructed of Fabriform concrete lining. 2.1.5.4.The work area section is approximately 2.39 acres (3,475 linear feet by 30 feet wide). 2.1.5.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.6. Work Area— Section #6: 22"d Avenue North to Golden Gate Parkway (Naples High School ditch). 2.1.6.1.Access is from the road right of way and at intersecting streets. 2.1.6.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.6.3.The work area section is approximately .2 acres (743 linear feet by 30 feet wide). 2.1.7. Work Area — Section #7: Golden Gate Parkway to Fleischmann Blvd (Coastland Mall ditch and Fleischmann Park ditch). 2.1.7.1.Access is from the road right of way and at intersecting streets. 2.1.7.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.7.3.The work area section is approximately .18 acres (390 linear feet by 30 feet wide). 2.2. Goodlette Frank Road—Location B: On Goodlette Frank Road(CR 851),approximately 1,450 feet south Page 4 of 9 Exhibit A— Scope of Services Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" of Orange Blossom Drive and moving north to Vanderbilt Beach Road. Goodlette Frank Road (CR 851) ditch is within the west 40 feet of right-of-way and drainage easement. It is located on the west side of Goodlette Frank Road from the roadside top of the bank to the west and the west side of the ditch, including the embankment/slope area, top of the bank, overbank area to the western edge right-of-way, and ditch bottom. Three (3) work areas are divided into sections due to side streets causing breaks in the ditch. The Contractor's crews will need to cross over roads to continue working. This area is hard to maintain due to the steep slope (2:1 grade) and the overbank area being very narrow (area between the top of the ditch and the western edge of the right-of-way). There is limited access for large or heavy equipment to trim the vegetation. The vegetation growth on the western boundary fence is to be removed. 2.2.1. Work Area - Section #1: Ditch is within a 40-foot drainage easement west of Goodlette Frank Road and south of Vanderbilt Beach Road right-of-way south to Carica Road. 2.2.1.1. Eastside access is from the County-owned property or right-of-way(FPL easement shares this location). 2.2.1.2. Westside access is within the 40-foot drainage easement and a 35-foot access easement along the eastern bank of Lake Bunting. 2.2.1.3. The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.2.1.4. The work area section is approximately 0.90 acres (950 linear feet by 40 feet wide). 2.2.1.5. The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.2.2. Work Area - Section#2: Goodlette Ditch lies within a 40-foot drainage easement and partially the road right of way west of Goodlette Frank Road from Carica Road at the north, to Carica Road/Orange Blossom Dr at the south. 2.2.2.1. Eastside access is from the county right-of-way and the drainage easement on the west side at Carica Road north and south. 2.2.2.2. The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.2.2.3. The work area section is approximately 3.58 acres (3,900 linear feet by 40 feet wide). 2.2.2.4. The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.2.3. Work Area - Section #3: Goodlette Ditch, south of Carica Road/Orange Blossom Drive, lies partially within a 40-foot drainage easement totaling 1,450 feet, transitioning to lie within the western road right of way of Goodlette Frank Road. 2.2.3.1. Eastside access is from the county right-of-way and the drainage easement on the west side at Carica Road south. 2.2.3.2. The ditch has a visible top of bank. The ditch bottom remains wet for a portion of the year. 2.2.3.3. The work area section is approximately one (1) acre (1,450 linear feet by 30 feet wide). 2.2.3.4. The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. Page 5 of 9 Exhibit A— Scope of Services Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" 3. MAINTENANCE CYCLES: The Division estimates issuing eight (8) cycles per fiscal year(October 1st— September 30th); however, cycles may adjust due to growing conditions or budgetary constraints. The estimated cycles are February, May, June, July, August, September, October, and December. 4. FEE SCHEDULE: Unit prices provided are inclusive of all costs to perform the work (i.e., labor, materials, herbicide applications, herbicides, chemicals, equipment, overhead, trash, and debris removal, hauling debris and disposal,disposal fees,mobilization,Maintenance of Traffic,etc.).The Contractor must perform to the satisfaction of the County's project manager before payment is authorized. 4.1. Exhibit B Fee Schedule has the following categories: 1. Vegetation Maintenance; 2. Ditch Herbicide Applications; and 3. Submersed Herbicide Treatments, and 4. Additional Services for Trash and Debris Removal. The services cycles are estimated and are dependent on growing conditions and the budget. 4.1.1. Vegetation Maintenance: Vegetation trimming and removal (mowing, mechanical, small equipment (string trimmer, etc.), hand tools (machete, etc.), or manually removing (hand pulling), including trash/debris pickup, removal, loading, hauling, disposal (appliances, tires, construction/demolition debris, trash, litter, metals, etc.),transported to the County Landfill or other approved receiving site, and disposal fees. 4.1.2. Ditch Herbicide Applications: The Contractor shall purchase and apply herbicides for aquatic use and other chemicals to complete work. Unit price includes licensed supervisor, labor, herbicides, chemicals, materials, equipment, etc. 4.1.3. Submersed Treatments: The Contractor shall purchase and apply herbicides and/or chemicals for aquatic use to complete the work. Unit price includes licensed supervisor, labor, herbicides, chemicals, materials, equipment, etc. 4.1.4. Additional Service—Trash/Debris Pickup and Removal: A separate category line item to allow County staff to request additional services for trash/debris for pickup and removal (appliances, tires, construction/demolition debris, trash, litter, and metals, etc.). The removal and disposal include loading,transporting,disposal of all debris materials to the County Landfill or other approved receiving site, and disposal fees. 5. DEFINITIONS 5.1. Top of Bank/Overbank: defined as the stormwater conveyance channel/waterway area from top of bank plus one foot into the overbank area to the opposite top of bank plus one foot into the overbank area. Overbank IOne-foot((') Page 6 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB) #22-7963 "Goodlette Frank Road Vegetation Maintenance" •r raaore 11'Alil(? AS'Mt-NI i,efllne,Right of Way, fence line,eac... 4 CAS1MCNT WSUT (,:fries) 5.2. Maintained Easement: defined as the cleared area of the easement inclusive of the channel, top of bank and overbank. 6. GENERAL INFORMATION 6.1. No Permit: Collier County Right-of-Way permit is not required maintenance work. 6.2. Commencement: The Contractor shall commence the work upon issuance of a purchase order. 6.3. Final Inspections: Following services,the Contractor shall notify the Division Project Manager when the work is completed for a final inspection of the work. The Contractor will be notified when the finished work fails to comply with the specifications. 6.3.1. The Contractor shall immediately cure the deficient work,ensuring it complies with the specifications. 6.3.2. Upon completion of the deficient work,the Contractor shall notify the Division Project Manager when ready for re-inspection. 6.3.3. Division Project Manager shall make a final inspection of the work and inform the Contractor of any necessary repair work not completed. 6.3.4. The Contractor shall immediately complete all incomplete work and arrange for another re-inspection. 6.4. OSHA: Contractor shall employ and enforce OSHA safety compliant measures at the worksite to prevent injuries to workers, citizens, and the traveling public. 6.5. Erosion Control: State-compliant turbidity and erosion control devices are required at the work areas' downstream ends.No movement of turbid water will be allowed to flow downstream into the receiving canals. Appropriate erosion control measures, as deemed necessary, shall be installed and always maintained through all phases of maintenance activities. Page 7 of 9 Exhibit A— Scope of Services 0 Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" 6.6. Mobilization: Contractor is responsible for mobilization/demobilization. 6.7. Maintenance of Traffic (MOT): The Contractor is responsible for setting up Maintenance of Traffic (MOT) with the right equipment and proper placement of lane closed signs, pre-warning signs, arrow boards, traffic cones, message boards, warning devices, barriers, or flagmen. The Contractor, or its subcontractor, is responsible for maintaining MOT while performing services in the right-of-way and roadways. 6.7.1. MOT is a requirement for the safety and protection of the Contractor's employees and motorists during services' performance. It is the Contractor's sole responsibility for safety in the work zone. 6.7.2. MOT shall conform to the latest edition of the FDOT, Design Standards, 600 series, and The Manual on Uniform Traffic Control Devices (MUTCD). 6.7.3. The Contractor is authorized to subcontract MOT. It is required that either the Contractor or subcontractor have current FDOT approved MOT or Temporary Traffic Control, Intermediate Level, Certification per FDOT, Design Standards, 600 series indexes. 6.7.4. The Contractor's employee or Contractor's subcontractor is responsible for the MOT plan and equipment setup and shall have current FDOT approved certification in their name. They must be readily available within twenty (20) minutes of the initial contact by County staff to address work zone safety issues. 6.7.5. MOT setup that does not comply with FDOT standards, the Contractor will need to cease operations until MOT is correct per the 600 series design standard. 6.8. Lane Closures: There are no lane closures permitted between the hours of 7:00 a.m. through 9:00 a.m. and 3:30 p.m. through 6:30 p.m. on weekdays. The Contractor may request authorization from the Division to work within the non-lane closure hours. 6.9. Road Alert(Mandatory Requirement):Notify Growth Management Department,Customer Service Specialist, or designee on Wednesday before lane closure(s) by submitting the Road Alert Notification form so that that staff can update the Road Alert message board. Link to form: https://www.colliercountyfl.gov/home/showpublisheddocument?id=53901 6.10. Work Zone Safety: Contractor shall use caution while working in County Right-of-Way and roadways. The Contractor shall use caution while working in or around County-owned or operated facilities, right-of- way,sides of right-of-way,and roadway medians. When working within a right-of-way(i.e.,roads,sidewalks, bike paths, etc.) Follow applicable FDOT and/or MUTCD requirements, such as but are not limited to: 6.10.1. American National Standards Institute (ANSI) / International Safety Equipment Association Class 2 or 3 Vests, T-shirts, or similarly labeled garments depending on the time of day. 6.10.2.Appropriate work zone signage, cones, barricades or barrels, arrow panels, flagging personnel, and stop/slow paddles, where necessary, required by law or the BCC. 6.10.3. An applicable work zone (Maintenance of traffic) plan based on FDOT and/or MUTCD designs on site. 6.10.4. The Contractor will maintain access for residents and commercial properties with minimal delays to the traveling public. 6.11. Utilities: Before work starts, the Contractor is responsible for contacting Sunshine 811 (811 or 800.432.4770). This task may take up to two (2) full business days for utilities to be located and marked.No claims for an additional utility locate compensation will be considered. Any damages to utilities will be at the Contractor's expense. Page 8 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" 6.12. Licensing Requirements 6.12.1. Maintenance of Traffic or Temporary Traffic Control, Intermediate Level Certification 6.12.2. A valid Commercial Applicator license issued by the Florida Department of Agriculture, Consumer Services (FDACS), Chapter 487 F.S. 6.12.2.1. All herbicide applications shall be carried out in a manner consistent with the Environmental Protection Agency (EPA) and shall comply with all pertinent regulations set forth by the Florida Department of Agriculture and Consumer Services (FDACS). 6.12.2.2. Crews must have access to all appropriate labels and Safety Data Sheets (SDS) while transporting, mixing, or applying herbicides. 6.12.2.3. The Contractor shall be liable for any penalty, fines, or damages resulting from the misuse of herbicides. The Division will report to the FDACS Bureau of Licensing and Enforcement of any misuse of chemicals and request an investigation. 6.12.2.4. Records and Documentation: The Contractor is responsible for maintaining and updating records required by law for pesticide applications for aquatics and restricted use products (RUPs). 6.13. Damages: The Contractor is responsible for any damage caused by his operations and shall be responsible for complete restoration of impacted areas at no additional cost to Collier County. Should a damage dispute arise, and the Contractor subsequently disputes the claim,the Contractor's responsibility is to provide pre-project existing condition documentation. Any damages caused by the Contractor's crews shall be the sole responsibility to repair and restore the sites. 6.14. Work Hours: Monday through Friday in the daytime hours from 7:00 a.m.to 5:00 p.m. Contractor may request permission from the Division Representative to work outside the daytime hours and workdays. There is no additional compensation for working on weekends, holidays, or evening hours. 6.15. Compensation: Invoice submission for payment approval must be accurate and complete with details of services performed or commodities purchased. 6.15.1. Invoices must include the Division Name, Contract Number, Purchase Order Number, Bid Line Items Numbers, Quantities and Unit Price. 6.15.2. An invoice may be rejected for errors or missing documentation. If rejected, the Contractor shall resubmit the invoice using the same number and add a revision number (i.e., Invoice Number 1234 R1). Page 9 of 9 Exhibit A—Scope of Services Exhibit B Fee Schedule following this page (pages through ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 6 Invitation to Bid(ITB)22-7963"Goodlette Frank Road Vegetation Maintenance" EXHIBIT B FEE SCHEDULE DEANGELO CONTRACTING SERVICES LLC (PRIMARY CONTRACTOR) Goodlette Frank Road-Location A Section/Location Item Description UOM Unit Price Per Cycle Vegetation Maintenance Each $ 2,400.00 Work Area Section#1 Ditch Herbicide Application Each $ 550.00 (2.1.1) Submersed Herbicide Treatment Each $ 330.00 Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 2,650.00 Work Area Section#2 Ditch Herbicide Application Each $ 600.00 (2.1.2) Submersed Herbicide Treatment Each $ 375.00 Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 2,200.00 Work Area Section#3 Ditch Herbicide Application Each $ 500.00 (2.1.3) Submersed Herbicide Treatment Each $ 300.00 Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 1,650.00 Work Area Section#4 Ditch Herbicide Application Each $ 360.00 (2.1.4) Submersed Herbicide Treatment Each $ 220.00 Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 4,200.00 Work Area Ditch Herbicide Application Each $ 900.00 Section#5 Submersed Herbicide Treatment Each $ 550.00 (2.1.5) Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 725.00 Work Area Section#6 Ditch Herbicide Application Each $ 250.00 (2.1.6) Submersed Herbicide Treatment Each $ 125.00 Additional Service:Trash&Debris Removal Each $ 150.00 Vegetation Maintenance Each $ 365.00 Work Area Section#7 Ditch Herbicide Application Each $ 125.00 (2.1.7) Submersed Herbicide Treatment Each $ 125.00 Additional Service:Trash&Debris Removal Each $ 150.00 Item 2.2 Goodlette Frank Road-Location B Unit Price Location Item Description UOM Per Cycle Vegetation Maintenance Each $ 725.00 Work Area Ditch Herbicide Application Each $ 250.00 Section#1 Submersed Herbicide Treatment Each $ 125.00 (2.2.1) Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 3,900.00 Work Area Ditch Herbicide Application Each $ 975.00 Section#2 Submersed Herbicide Treatment Each $ 585.00 (2.2.2) Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 1,450.00 Work Area Ditch Herbicide Application Each $ 275.00 Section#3 Submersed Herbicide Treatment Each $ 225.00 (2.2.3) Additional Service:Trash&Debris Removal Each $ 300.00 Prices shall remain firm for the initial term of this contract 0 V) Other Exhibit/Attachment Description: E following this page (pages through ) n this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l ACO OR ° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/2/2022 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 HON o.Eat):(312)625 5948 FAX 20 N Martingale Road (A/c,No):(847)440-9116 Suite 100 ADDRESS: Kevin.Roof(dMarshMMA.com Schaumburg IL 60173 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Starr Indemnity&Liab Co 38318 INSURED SEVEISL-02 INSURER B:CAPITOL SPECIALTY INS CORP 10328 DeAngelo Contracting Services, LLC 100 North Conahan Drive INSURERC:HOMESITE INS CO OF FL 11156 Hazleton PA 18201 INSURERD: ENDURANCE AMER SPECIALTY INS CO 41718 INSURER E: Lloyds of London 85202 INSURER F: AXIS SURPLUS INS CO 26620 COVERAGES CERTIFICATE NUMBER:1298265693 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. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (M D/M/DYYYY) A X COMMERCIAL GENERAL LIABILITY Y 1000025924211 11/1/2021 11/1/2022 EACH OCCURRENCE $2,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $$00,000 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 JET X LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 1000672941211 11/1/2021 11/1/2022 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) C X UMBRELLALIAB X OCCUR CXP-000990-00 11/1/2021 11/1/2022 EACH OCCURRENCE $3,000,000 F EXCESSLIAB X51142721 12/9/2021 11/1/2022 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 100 0004825 AOS 11/1/2021 11/1/2022 X PER OTH- A AND EMPLOYERS'LIABILITY (AOS) STATUTE ER Y/N 100 0004826(FL,MA) 11/1/2021 11/1/2022 ANYPROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (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 Oc Agg $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 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 RE:For any and all work performed on behalf of Collier County It is agreed that the following are added as Additional Insureds,when required by written contract,on the General Liability on a primary and non-contributory basis with respect to operations performed by the Named Insured in connection with this project. See Attached... 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 Board of County Commissioners 3295 Tamiami Trail East AU HORIZED 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 AGENCY CUSTOMER ID: SEVEISL-02 LOC#: ACORI3 ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Assurance,a Marsh&McLennan Agency LLC company DeAngelo Contracting Services,LLC 100 North Conahan Drive POLICY NUMBER Hazleton PA 18201 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Collier County If this policy is cancelled by the Company or by the insureds,other than for nonpayment of premium,notice of such cancellation will be provided to the certificate holder at least 30 days in advance of the cancellation effective date.If this policy is cancelled for nonpayment of premium, notice of such cancellation will be provided to the certificate holder at least 10 days in advance of the cancellation effective date. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20371001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract Location And Description of Completed Operations: Where required by written contract Additional Premium: Included (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products-completed operations hazard". CG 20 37 10 01 ©ISO Properties, Inc., 2000 Page 1 of 1 0 POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repairs) to be performed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions (2) That portion of"your work" out of which the injury or damage arises has been This insurance does not apply to "bodily inju- put to its intended use by any person ry"or"property damage" occurring after: or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 10 01 ©ISO Properties, Inc., 2000 Page 1 of 1 0 r ,;- "Starr Indemnity & Liability Company Dallas, TX 1-866-519-2522 Primary and Non-Contributory Condition Policy Number: 1000025924211 Effective Date: 11/01/2021 Named Insured: DeAngelo Contracting Services, LLC This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. SECTION IV— CONDITIONS, condition 4. Other Insurance is amended as follows: 1. The following is added to paragraph 4.a. of the Other Insurance condition: This insurance is primary insurance as respects our coverage to the additional insured, where the written contract or written agreement requires that this insurance be primary and non-contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured is a Named Insured. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Signed for STARR INDEMNITY& LIABILITY COMPANY \ 6., r is&,Q.4) Steve Blakey, President Nehemiah E. Ginsburg, General pounsel OG 107 (04/11) Page 1 of 1 Copyright©C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties,Inc.,used with its permission. ORIGINAL DOCUMENTS CHECKLIST & 'ROUTING SLIP 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 klmh V125 4. BCC Office Board of County Commissioners 35 y/1y/S r y/z$ 4. Minutes and Records Clerk of Court's Office 6-4 / 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 Osmanis Nieves Borjas -Procurement Contact Information 239-252-2220 Contact/Department Agenda Date Item was April 22,2025 Agenda Item Number AGENDA# 16.E.1 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A Tigris Aquatic Tigris Aquatic number if document is Services, LLC Services, LLC to be recorded 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 ONB 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 ONB 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 ONB 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 April 22, 2025,and all changes made N/A is not during the meeting have been incorporated in the attached document. The County lAkin an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the 5,4 an option for Chairman's signature. this line. ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this � r- of 11: 2025 by and between TIGRIS Aquatic Services LLC ("TIGRIS") and Collier County, a political subdivision of the State of Florida ("County"), (collectively the "Parties"). WHEREAS, the County awarded and entered into the following Agreements with DeAngelo Contracting Services, LLC ("DeAngelo"): 1) 22-7962 "Corporate Flight Drive Vegetation Maintenance" on June 14, 2022 (Agenda Item 16A17), 2) 22-7963 "Goodlette Frank Rd Vegetation Maintenance" on May 24, 2022 (Agenda Item 16Al2), 3) 23-8077 "Aquatic Vegetation Maintenance" on April 25, 2023 (Agenda Item 16A9), and 4) 23-8135 "Exotic and Nuisance Vegetation Removal"on March 26,2024(Agenda Item 16B3),which are attached hereto as Exhibit "A" (and hereafter collectively referred to as the "Agreements"); and WHEREAS, on January 29, 2025, DeAngelo was acquired by TIGRIS, as memorialized in attached Exhibit "B;" and WHEREAS, TIGRIS, hereby represents to Collier County that by virtue of the acquisition of DeAngelo's assets it is the successor in interest in relation to the Agreements; and WHEREAS, the Parties wish to formalize TIGRIS' assumption of rights and obligations under the Agreement effective as of the dates 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. TIGRIS accepts and assumes all rights, duties, benefits, and obligations of under the Agreements, including all existing and future obligations to pay and perform under the Agreements. 2. TIGRIS will promptly deliver to County evidence of insurance consistent with the Agreements. 3. Further supplements to, or modifications of, the Agreements shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to TIGRIS shall be directed to: TIGRIS Aquatic Services LLC 4242 Six Forks Road, Suite 950 Raleigh, NC 27609 Phone: (919) 637-8415 Attention: James Midgette, Chief Financial Officer Email: jmidgettec tigrisusa.com Page 1 of 5 CpO 5. The County hereby consents to TIGRIS's assumption of the Agreements in order to continue the services provided under Agreements No. 22-7962,22-7963, 23-8077, and 23-8135. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat TIGRIS as it would have treated DeAngelo for all purposes under the Agreements. Except as provided herein, all other terms and conditions of the Agreements remain in full force and effect. Page 2 of 5 cp,0 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 If KinZel,Clerk COLLIER COUNTY, FLORIDA &Comphatlgr. ` By _ ,4Deputy Clerk By: Att t fo hat malliS urt L. Sanders;Thairman si�gQnature #n''yy�.i Approve a to 1�`4 Legality: rBy: Y f _,. ___.. Jeiirev ' latzk. County Attorney New Company's WI nesses: TIGRIS Aquatic Services LLC By: 1-04"--/-/le( Signature Fir j-atetc� M A c CFU lTypelprint signature and title I r»v kfl-y TTypeiprint witness namet Second Witness 1 ii;© fill! //!JJ f Type/print witness nameT Page 3 of 5 FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 22-7963 for Goodlette Frank Road Vegetation Maintenance THIS AGREEMENT, made and entered into on this day of MO - 20 22 by and between DeAngelo Contracting Services LLC authorized to do business in the State of Florida, whose business address is 527 S Church Street, Hazelton, PA 18201 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing • upon the date of Board approval: or -on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase 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 Q Purchase Order ❑Notice to Preeeed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for—Rrepesa1 (RFP-) n Invitation to Bid (ITB) Other ( ) # 22-7963 including all Attachment(s), Exhibit(s) and Addenda and the Contractcr's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 iC Fixed Term Service Multi-C'unirador Agreement 20122_Ver I t ¶� 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. 3.2 [i The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 3,3 E The procedureieed-in [—] Other : 8-4 ( The Request for Quotatiene-period pletion, col es in the event of late completion: and-the I ice-Methedelegy-sselected in 4.1. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. 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". 4.1 Price Methodology (as selected below): L L-ump-Sum (Fixed-Price). A firm-fixed-total--prig offering-for a prjeet-the-ri e hourly or- aterfal—inveiccs presented, rather, the contractor must perform to the setissfae-tie ect-manager-before errt for thefixed--p tee contract is authorized- C T-tme-and-Ma-tefials:The-Gouraty-agrees-te-pay-the-eentracter-fef-the-amour e€-labor time sp nd-subcontractors to perf of-h ors--times hourly rate), and for materials a he-project (cost of materials plus the contractor's markup). T-his methodology is geR which-it-i s-net-passible-t that theeral business practice, these-contractsincludeetimentation-ef-caste;-invoices-would include amber and billingempany (or- subsentraoter-) timekeeping or payfell-rye desu+ Itatiee-for-tlhe-prejest. II Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 nixed'term Service Multi-Contractor Agreement 2022_Ver.I 4-2under this A su#i urded-i eir-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 "lathes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.3 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4,5 (chec-k-if-appfisable)-Travel--and-Reimbursable-€-xpenses: Travel and Reim rsable-Exryenses must b in-writing-by- ie-County. Travel expenses shall be reimbursed ac per Section 112.061 Fla. Stats. Reimbursenhall-be-at-the-fellewing-ratesi. Breakfast $6-00 1=uflsla $44-09 Bifinef $4 8-00 _ Airfare Actual tisir t-es imitcd to tourist or coach clans fare Rental car Actual rental cost limited to compaet-er etandard size vehicles Ledgi+ag Actual-cost of-le to €-rie-file Parking Actual cast-ef-parking usine Reimbursable-items other than travel-expenses shall be limited to the follewing: telephone long-distance charges, fax charges, photocopying charges--end_pe age—Rei she rtly after Contractor-has-provide responsible for all other costs and expenses associated wit ns 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 # 85-8015966531C. Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver,I C 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 Contracting Services LLC Address: 527 S Church Street Hazelton, PA 18201 Authorized Agent: Jarrod DeAngelo, President/Member Attention Name & Title: Telephone: (570) 580-9100 E-Mail(s): Jdeangelo@deangelocs.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: Gerald Kurtz Division Name: Road Maintenance Division Address: 4.800 Davis Blvd Naples, Florida 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone: (239) 252-5591 E-Mail(s): Melissa.Pearson@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. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 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, 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. O Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of$ 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. I■ 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. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement 2022.Ver.! CAU B- Li Professional-hiabit ha4-be-rna1c4tained by the-Gentraotor to-ensure-its-legal liability for claims arising out of the perfo ndcr this Agreement—Centractor-waives-it inst County as to are this insurance. Such insurance shall have 'i^ e-4ess-than-$ each eiai+ -a d-aggregate- n Cyber-Liability; Coverage-shall-#a per F. • Pollution Liability : Coverage shall have minimum limits of$ 1,000,000 per claim. (� 1-1 :Gavefage shall-have-minimum limits of$ per claim. : Cover-age 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 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 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l t‘�,pu 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 o- 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 Road Maintenance 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. 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: Contractor's Proposal, Insurance Certificate(s), • Exhibit A Scope of Services, Exhibit B Fee Schedule, _ REP/ 1■I ITB/fl Other #22-7963 , including Exhibits. Attachments and Addenda/Addendum, I skilasectbieRt gtletes-aad ( I n+h�Rer--E .ib+t/Attachmcnt: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County 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 do.ng business with the County for a specified period of time, page 7 of 17 Fixed Term Sell ice Multi-Contractor Agreement 2022_Ver.I CA(1 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, if applicable, 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a7colliercountyfl.gov 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. Page 8ofI' Fixed'term Service Multt-Contractor Agreement 2022 Vent Go 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 Contractcr extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County'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 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, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. Ill 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. 24. 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 rot in the best interest of the County. Page 9urt7 Fixed Term Service Multi-Contractor Agreement 2022 Ver.I C� C�`w 25. WARRANTS Contractor-expcessly—warfants that-4hc geods, materials and equip-went covered by this Agreo+ ent-wilt conform to the requirements as specified, and will-be-of-satis#ac n, fie-from-defects, and yuffieient for the-p+ pese-intended. Goods shall beL ;;•veFed- ree from any security interest or other lien encumbr nder this Agreer ent shall-be-provided in accordance-with-generally-accepte 1-standards-fer-tbe particular service. These warranti inspect' age-of-title Con aterials a nder the-Contract Documents shall-be applied, installed, connected, erected, used, cleaned arid-cend+tioned in acco etructienc of the ap fabricators, sopplicFs or processors except as otherwise—provided for in the Contract Deet+rnents. lf-within one (1) year after final completion-any-Werk-is-found-to be defective or not in ea—Fifer—manse with th ctor shall correct it promptly-after reeeipt-of-wFitt ponsible-for and-pa-y adjacent-materials-e -WoFk-whieh may be damaged as a result of such replacement or repair. ddition to those implied warranties te-whiela-the-C 26. II) 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. 27. 0 PROTECTION OF WORK A. Contractor shall fully protect the Work from loss or damage and shall bear the cost o= 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 to 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. Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I ( 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County 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 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 modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. 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. 32. 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. 33. 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. 34. I I KEY PERSONNEL. The-antfactor's personnel-and-management to be--utilized--for this project shall be knowledgeable i right to perform investigatie -sempetent person-s-wiii-b t he Contractor shall n awry peeple-a—neeessa e-ee l basic, and ersen as e-faf-an-amount of time adequate to meet the required service dates Contra el unless the fol Pain• 1 I of 17 Fixed Term Service Multi-Contractor Agrecntent 2022_Vcr.I - met: (1) Proposed replacements haveubstantially-the same-dettef-gtral#ieatiens and/or experience. (2) that the County is notified in writing as-far in advance-as-possible. The-Contractor shall make co bt cr County-wit#R seven (7) days of the change. The-County-retains final-appfovai-e#-proposed-replacement personnel. I1 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. 35. III 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. (� ORD€R-OF-RRE-G€-OE-NGE-(Gran tnded4—lr he owent-ef-any-conflict-between-er among-the terms of any of-the-Con ll take precedence-ever-the-terms of al ts, except the terms of anySupplementa ll take tent any c e-Supplemental Conditions-if-eny-er the .green} ore strict or costly ec or at County's discretion. 36. 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 resporsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amenoed. 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 Page 12 of 17 I'i.ed rerm Service Multi-Contractor Agreement 2022 Vet I .C� period in which their 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 resul: in a deduction of $500 per incident. 38. n 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 13 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l +t IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K.,Kinz6f, CletR of the Circuit COLLIER CO 4. ' DA Court and Comptroller. Ce) 111P By: _ By: ...cam. Willi.; L. McDaniel Jr. , Chairman Dated: S (SE L) Attest as to Chalroot% signature onty. Contractor's Witnesses: DeAngelo Contracting Services LLC Contractor DBA Contfactor's First Witness at d 401 Pies i d en+ l � � ,� �,,, TType/print signat a and titleT TTyp /print witness nameT i)jrr'Prj.A.d-Lvk— C tractor's Second Witness PaAAoKoni S TTypeiprint witness nameT App ved s t o rd Legality: Cou Attorney rint ame Page 14 of 17 I'ixcd Term Service Multi-Contractor Agreement 2022_Ver.I `�O Exhibit A Scope of Services 0 following this page (pages through 9 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Secs ice Multi-Contractor Agreement 2022_Ver.1 ��, Invitation to Bid (ITB) #22-7963 "Goodlctte Frank Road Vegetation Maintenance" EXHIBIT A SCOPE OF SERVICES This Agreement shall be awarded on a Primary/Secondary basis as follows: Primary Contractor: DeAngelo Contracting Services LLC Secondary Contractor: Superior Landscaping& Lawn Service,Inc. DETAILED SCOPE OF WORK This Agreement is for maintaining exotic and nuisance vegetation in and along drainage ditches that recently had significant vegetation clearing.The objective is for unobstructed stormwater conveyance waterways with an integrated approach to improve control results while minimizing non-target impacts,The work is considered essential to provide adequate flood protection for these areas. Most of the work is time-sensitive.To ensure continuity of services,the County shall have full authority to utilize the Secondary Contractor; if the Primary Contractor declines or fails to perform the work per the specifications, the contract may be subject to termination by the Board. This process applies to notice of default, suspension, or termination. 1. PERFORMANCE SPECIFICATIONS: The Contractor shall determine the means and methods in controlling the vegetation. Work area limits extend to all outfalls from adjoining roadside swales and fences. There is limited access for large or heavy equipment to mow, cut, or trim the vegetation, so work may require a combination of methods, such as manual labor, mechanical, and chemical. The Contractor shall provide supervision, labor, equipment, supplies, herbicides, chemicals,and materials necessary to maintain vegetation. The work consists of the following: 1.1. Remove and dispose of trash/litter and vegetation debris(fallen tree limbs and branches). 1.2. Trim vegetation (i.e., grass. weeds, shrubs, brush, bushes, tree branches, palm fronds, etc.) to three inches (3")on overbanks and side slopes. Do not trim below three inches(3")to prevent side slope erosion. 1.2.1. Vegetation on personal property that is growing beyond the right-of-way limits and onto overbanks, the Contractor shall only trim vegetation including branches and limbs that are protruding into the ROW limits. 1.2.2. Solid panel fences shall have vegetation removed on the face of the fence panels. I.2.3. Chain link fences shall have vegetation trimmed that is projecting through the chain links.Trim flush to the fence. 1.2,4. Trim vegetation around structures, culverts, headwalls, signposts, light poles, and riprap within the work area limits as applicable. 1.3. Cut overhanging vegetation( trees,branches, limbs, fronds. shrubs, hedges,and dead material). 1.3.1. Vegetation overhanging into the ditch area shall be trimmed using an imaginary vertical line extending twelve feet(12')upward from the edge of the outer clearing limits/ditch. Page 1 of 9 Exhibit A—Scope of Services Invitation to Bid (1TB) #22-7963 "Goodlette Frank Road Vegetation Maintenance" 1.4. Treat invasive and exotic vegetation on the ditch bottoms with herbicides and chemicals registered and labeled for application directly to water by the US Environmental Protection Agency (EPA) and Florida Department of Agriculture and Consumer Services (FDACS) may be used in Florida to control growing weeds in the water. Herbicide applied directly to water shall have specific label instructions for water applications. 1.4.I. Provide labor. materials,equipment,and herbicides,and other chemicals. 1.4.2. Herbicide applications shall be applied following label instructions. 1.4.3. Ensure crews have access to all appropriate labels and Safety Data Sheets(SDS)while transporting, mixing,or applying herbicides. 1.4.4. Comply with all pertinent regulations, including but not limited to the Organo-Auxin Rule, set forth by FDACS and National Pollutant Discharge Elimination System (NPDES). 1.4.5. Treat submersed plants rooted in the ditch bottom sediment and growing up through the water with sprays or granular formulations. 1.5. Vegetation growing in the open water areas shall be pre-treated with a proper amount of EPA-approved systemic herbicide that will absorb and be transported through the plant's vascular system. killing the entire plant (may take two (2)weeks or less). 1.5.1. The vegetation in the open water areas shall be cut at the water line approximately two (2) weeks after herbicide treatment and removed for disposal. The Contractor is encouraged to take photographic evidence of this operation,as the waterline may drop when the area is inspected. 1.5.2. The Contractor shall determine the application method. if the vegetation is thriving after the treatment,the Contractor shall treat again,ensuring no re-growth.at no additional cost to the County. 1.6. If applicable, treat Cattails approximately two (2)weeks prior to cutting and removing them, with a proper amount of EPA-approved systemic herbicide(applied by label)that will absorb and be transported through the plant's vascular system killing the entire plant. 1.6.1. The Contractor shall determine the application method. If the Cattails thrive after treatment, the Contractor shall treat again,ensuring no re-growth,at no additional cost to the County. 1.7. Each workday, remove and dispose of vegetation debris and trash/litter debris. Load. haul, and dispose of the debris in accordance with applicable local and state laws. 1.7.1. Stockpiling is not permitted in the right-of-way. 1.7.2. The Contractor may be required to return to the worksite to clean up, remove, and haul away for disposal. 2. LOCATION/WORK DESCRIPTION: Goodlette Frank Road (CR-851) is a six (6) lane road with a drainage ditch on the west side of the roadway. 2.1. Goodiette Frank Road — Location A: Goodlette Frank Road (CR 851) ditch is within the west 40 feet of right-of-way. It is located on the west side of Goodlette Frank Road from the roadside top of the bank to the west and the west side of the ditch, including the embankment/slope area,top of bank,overbank area to the Page 2 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB) # 22-7963 "Goodlette Frank Road Vegetation Maintenance" western edge right-of-way, and ditch bottom. There are seven (7)work areas divided into sections due to side streets and roadways causing breaks in the ditch.The Contractor's crews will need to cross over roads to continue working.This area is hard to maintain due to the steep slope(2:1 grade)and the overbank area being very narrow(area between the top of the ditch and the western edge of the right-of-way). There is limited access for large or heavy equipment to trim the vegetation. Remove vegetation growth on the western boundary fence and trim vegetation flush on the Fabriform concrete lining. 2.1.1. Work Area-Section#1: Beginning approximately 300 feet south of Pine Ridge Road at the headwall to Pompei Lane and Pompei Lane to Granada Blvd. 2.1.1.1.Access is from the road right of way and at intersecting streets. 2.1.1.2.The ditch has a visible top of the bank. The ditch bottom remains wet For a portion of the year. 2.1.1.3.Start at the headwall south of Pine Ridge Road to Granada Blvd. 2.1.1.4.East bank is constructed of Fabrifonn concrete lining with a northern 500 feet in rip rap. 2.1.1.5.A fixed weir is approximately 53 feet north of Pompei Lane. 2.1.1.6.West bank has approximately 1,400 feet of specialty Hydro-Turf Z south of Pompei Lane. 2.1.1.7.The work area section is approximately 1.94 acres (2,110 linear feet by 40 feet wide). 2.1.1,8.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.1.8.1. 1,440 LF Simtek panel fence off Goodlette Frank Road, on the western side of the drainage ditch, between Pompei Lane and Granada Blvd. 2.1.1.8.2.The vegetation is to be trimmed within the gravel area and the wooden fence on the westerly side of the ditch right-of-way. 2.I.1.8.3.This area includes the fence lines on both sides of the fence.The vegetation is to be removed from both sides of the decorative fence panels. 2.1.1.8.4.This area does not include vegetation removal on the wooden fence to the west of the utility poles because the site is located on private property between Granada Blvd. and Sorrento Villas. 2.1.1.8.5.Simtek fence site access: Sorrento Villas of Naples may provide access to the site at 1400 Pompei Lane through permission from the property manager or entry off Granada Blvd. 2.1.2. Work Area - Section 142: Granada Blvd to Solana Road. 2.1.2.I.Access is from the road right of way and at intersecting streets. 2.1.2.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.2.3.The east bank is constructed of Fabriform concrete lining, and the south end has approximately 325 feet rip rap on the west bank. 2.1.2.4.The work area section is approximately 2.21 acres(2,410 linear feet by 40 feet wide). 2.1.2.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. Page 3 of 9 Exhibit A —Scope of Services I `� ,C Invitation to Bid (IT13) #22-7963 "Goodlette Frank Road Vegetation Maintenance" 2.1.3. Work Area- Section #3: Solana Road to Ohio Drive. 2.1.3.1.Access is from the road right of way and at intersecting streets. 2.1.3.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.3.3.The east bank is constructed of Fabriform concrete lining. 2.1.3.4.The work area section is approximately 2.41 acres (2,620 linear feet by 40 feet wide). 2.1.3.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.4. Work Area- Section#4: Ohio Drive to Ridge Street. 2.1.4.1.Access is from the road right of way and at intersecting streets. 2.1.4.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.4.3.The east bank is constructed of Fabriform concrete lining. 2.1.4.4.The work area section is approximately .99 acres(1,440 linear feet by 30 feet wide). 2.1.4.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.5. Work Area - Section #5: Ridge Street to 22°d Avenue North. 2.1.5.1.Access is from the road right of way and at intersecting streets. 2.1.5.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.5.3.The east bank is constructed of Fabriform concrete lining. 2.1.5.4.The work area section is approximately 2.39 acres(3,475 linear feet by 30 feet wide). 2.1.5.5.The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. 2.1.6. Work Area-Section #6: 22nd Avenue North to Golden Gate Parkway (Naples High School ditch). 2.1.6.1.Access is from the road right of way and at intersecting streets. 2.1.6.2.The ditch has a visible top of the bank. The ditch bottom remains \vet for a portion of the year. 2.1.6.3.The work area section is approximately .2 acres(743 linear feet by 30 feet wide). 2.1.7. Work Area - Section #7: Golden Gate Parkway to Fleischmann Blvd (Coastland Mall ditch and Fleischmann Park ditch). 2.1.7.1.Access is from the road right of way and at intersecting streets. 2.1.7.2.The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.1.7.3.The work area section is approximately .18 acres(390 linear feet by 30 feet wide). 2.2. Goodlette Frank Road-Location B:On Goodlette Frank Road(CR 851),approximately 1,450 feet south Page 4 of 9 Exhibit A-Scope of Services C?' Invitation to Bid (ITB) #22-7963 "Goodlette Frank Road Vegetation Maintenance" of Orange Blossom Drive and moving north to Vanderbilt Beach Road. Goodlette Frank Road (CR 851) ditch is within the west 40 feet of right-of-way and drainage easement. It is located on the west side of Goodlette Frank Road from the roadside top of the bank to the west and the west side of the ditch, including the embankment/slope area, top of the bank, ovcrbank area to the western edge right-of-way, and ditch bottom. Three (3) work areas are divided into sections due to side streets causing breaks in the ditch. The Contractor's crews will need to cross over roads to continue working. This area is hard to maintain due to the steep slope (2:1 grade) and the overbank area being very narrow(area between the top of the ditch and the western edge of the right-of-way). There is limited access for large or heavy equipment to trim the vegetation. The vegetation growth on the western boundary fence is to be removed. 2.2.1. Work Area- Section #1: Ditch is within a 40-foot drainage easement west of Goodlette Frank Road and south of Vanderbilt Beach Road right-of-way south to Carica Road. 2.2.1.1. Eastside access is from the County-owned property or right-of-way(FPL easement shares this location). 2.2.1.2. Westside access is within the 40-foot drainage easement and a 35-foot access easement along the eastern bank of Lake Bunting. 2.2.1.3. The ditch has a visible top of the bank. The ditch bottom remains wet fora portion of the year. 2.2.1.4. The work arca section is approximately 0.90 acres (950 linear feet by 40 feet wide). 2.2.1.5. The work area extends up to the fence line. includes vegetation growing on ROW side of the fence. 2.2.2. Work Area- Section#2: Goodlette Ditch lies within a 40-foot drainage easement and partially the road right of way west of Goodlette Frank Road from Carica Road at the north, to Carica Road/Orange Blossom Dr at the south. 2.2.2.1. Eastside access is from the county right-of-way and the drainage casement on the west side at Carica Road north and south. 2.2.2.2. The ditch has a visible top of the bank. The ditch bottom remains wet for a portion of the year. 2.2.2.3. The work area section is approximately 3.58 acres(3,900 linear feet by 40 feet wide). 2.2.2.4. The work area extends up to the fence line. includes vegetation growing on ROW side of the fence. 2.2.3. Work Area - Section #3: Goodlette Ditch. south of Carica Road/Orange Blossom Drive, lies partially within a 40-foot drainage easement totaling 1,450 feet, transitioning to lie within the western road right of way of Goodlette Frank Road. 2.2.3.1. Eastside access is from the county right-of-way and the drainage easement on the west side at Carica Road south. 2.2.3.2. The ditch has a visible top of bank.The ditch bottom remains wet fora portion of the year. 2.2.3.3. The work area section is approximately one (1) acre(1,450 linear feet by 30 feet wide). 2.2.3.4. The work area extends up to the fence line, includes vegetation growing on ROW side of the fence. Page 5 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB) #22-7963 "Goodlette Frank Road Vegetation Maintenance" 3. MAINTENANCE CYCLES: The Division estimates issuing eight(8)cycles per fiscal year(October 1st— September 30th); however,cycles may adjust due to growing conditions or budgetary constraints. The estimated cycles are February, May,June,July, August, September, October,and December. 4. FEE SCHEDULE: Unit prices provided are inclusive of all costs to perform the work (i.e., labor, materials, herbicide applications, herbicides,chemicals, equipment, overhead, trash,and debris removal, hauling debris and disposal,disposal fees,mobilization,Maintenance of Traffic,etc.).The Contractor must perform to the satisfaction of the County's project manager before payment is authorized. 4.1. Exhibit B Fee Schedule has the following categories: 1. Vegetation Maintenance; 2. Ditch Herbicide Applications; and 3. Submersed Herbicide Treatments, and 4. Additional Services for Trash and Debris Removal.The services cycles are estimated and are dependent on growing conditions and the budget. 4.1.1. Vegetation Maintenance: Vegetation trimming and removal (mowing, mechanical, small equipment (string trimmer.etc.), hand tools(machete,etc.),or manually removing(hand pulling), including trash/debris pickup,removal, loading, hauling,disposal (appliances,tires,construction/demolition debris,trash, litter, metals.etc.),transported to the County Landfill or other approved receiving site, and disposal tees. 4.1.2. Ditch Herbicide Applications: The Contractor shall purchase and apply herbicides for aquatic use and other chemicals to complete work. Unit price includes licensed supervisor, labor, herbicides, chemicals. materials,equipment, etc. 4.1.3. Submersed Treatments: The Contractor shall purchase and apply herbicides and/or chemicals for aquatic use to complete the work. Unit price includes licensed supervisor, labor, herbicides, chemicals, materials, equipment,etc. 4.1.4. Additional Service—Trash/Debris Pickup and Removal: A separate category line item to allow County staff to request additional services for trash/debris for pickup and removal (appliances, tires, construction/demolition debris, trash, litter, and metals, etc.). The removal and disposal include loading,transporting,disposal of all debris materials to the County Landfill or other approved receiving site. and disposal fees. 5. DEFINITIONS 5.1. Top of Bank/Overbank:defined as the stormwater conveyance channel/waterway area from top of bank plus one foot into the overbank area to the opposite top of bank plus one foot into the overbank area. Ovcrbank iOne-foot 1 vvti' Page 6 of 9 Exhibit A —Scope of Services Invitation to Bid (ITB)# 22-7963 "Goodlette Frank Road Vegetation Maintenance" „, kg pit 4 veLM.AI/DI al Wiy :eM4/kle,e:l 110. I nti\II..I V Ifs.I..... 5.2. Maintained Easement: defined as the cleared area of'the easement inclusive of the channel, top of bank and overbank. 6. GENERAL INFORMATION 6.1. No Permit: Collier County Right-of-Way permit is not required maintenance work. 6.2. Commencement: The Contractor shall commence the work upon issuance of a purchase order. 6.3. Final Inspections: Following services,the Contractor shall notify the Division Project Manager when the work is completed for a final inspection of the work. The Contractor will be notified when the finished work fails to comply with the specifications. 6.3.1. The Contractor shall immediately cure the deficient work,ensuring it complies with the specifications. 6.3.2. Upon completion of the deficient work,the Contractor shall notify the Division Project Manager when ready for re-inspection. 6.3.3. Division Project Manager shall make a final inspection of the work and inform the Contractor of any necessary repair work not completed. 6.3.4. The Contractor shall immediately complete all incomplete work and arrange for another re-inspection. 6.4. OSHA: Contractor shall employ and enforce OSHA safety compliant measures at the worksite to prevent injuries to workers, citizens, and the traveling public. 6.5. Erosion Control: State-compliant turbidity and erosion control devices are required at the work areas' downstream ends.No movement of turbid water will be allowed to flow downstream into the receiving canals. Appropriate erosion control measures,as deemed necessary,shall be installed and always maintained through all phases of maintenance activities. Page 7 of 9 Exhibit A—Scope of Services Invitation to Bid (ITB)# 22-7963 "Goodlette Frank Road Vegetation Maintenance" 6.6. Mobilization: Contractor is responsible for mobilization/demobilization. 6.7. Maintenance of Traffic (MOT): The Contractor is responsible for setting up Maintenance of Traffic (MOT) with the right equipment and proper placement of lane closed signs, pre-warning signs, arrow boards, traffic cones, message boards, warning devices, barriers, or flagmen. The Contractor, or its subcontractor, is responsible for maintaining MOT while performing services in the right-of-way and roadways. 6.7.1. MOT is a requirement for the safety and protection of the Contractor's employees and motorists during services' performance. It is the Contractor's sole responsibility for safety in the work zone. 6.7.2. MOT shall conform to the latest edition of the FDOT, Design Standards,600 series,and The Manual on Uniform Traffic Control Devices(MUTCD). 6.7.3. The Contractor is authorized to subcontract MOT. It is required that either the Contractor or subcontractor have current F DOT approved MOT or Temporary Traffic Control, Intermediate Level, Certification per FDOT, Design Standards, 600 series indexes. 6.7.4. The Contractor's employee or Contractor's subcontractor is responsible for the MOT plan and equipment setup and shall have current FDOT approved certification in their name. They must be readily available within twenty (20) minutes of the initial contact by County staff to address work zone safety issues. 6.7.5. MOT setup that does not comply with FDOT standards, the Contractor will need to cease operations until MOT is correct per the 600 series design standard. 6.8. Lane Closures: There are no lane closures permitted between the hours of 7:00 a.m. through 9:00 a.m. and 3:30 p.m. through 6:30 p.m. on weekdays. The Contractor may request authorization from the Division to work within the non-lane closure hours. 6.9, Road Alert(Mandatory Requirement):Notify Growth Management Department,Customer Service Specialist, or designee on Wednesday before lane closure(s) by submitting the Road Alert Notification form so that that staff can update the Road Alert message board. Link to form: https://www.colliercountyfl.gov/home/showpubl isheddocument?id=5 3901 6.10. Work Zone Safety:Contractor shall use caution while working in County Right-of-Way and roadways. The Contractor shall use caution while working in or around County-owned or operated facilities, right-of- way,sides of right-of-way,and roadway medians. When working within a right-of-way(i.e.,roads,sidewalks, bike paths,etc.) Follow applicable FDOT and/or MUTCD requirements, such as but are not limited to: 6.10.1.American National Standards Institute (ANSI)/ International Safety Equipment Association Class 2 or 3 Vests,T-shirts, or similarly labeled garments depending on the time of day. 6.10.2.Appropriate work zone signage, cones, barricades or barrels, arrow panels, flagging personnel, and stop/slow paddles,where necessary. required by law or the BCC. 6.10.3.An applicable work zone (Maintenance of traffic) plan based on FDOT and/or MUTCD designs on site. 6.10.4.The Contractor will maintain access for residents and commercial properties with minimal delays to the traveling public. 6.11. Utilities: Before work starts, the Contractor is responsible for contacting Sunshine 811 (811 or 800.432.4770). This task may take up to two(2) full business days for utilities to be located and marked.No claims for an additional utility locate compensation will be considered. Any damages to utilities will be at the Contractor's expense. Page 8of9 Exhibit A —Scope of Services Invitation to Bid (ITB)#22-7963 "Goodlette Frank Road Vegetation Maintenance" 6.12. Licensing Requirements 6.12.1. Maintenance of Traffic or Temporary Traffic Control. Intermediate Level Certification 6.12.2. A valid Commercial Applicator license issued by the Florida Department of Agriculture, Consumer Services(FDACS),Chapter 487 F.S. 6.12.2.1. All herbicide applications shall be carried out in a manner consistent with the Environmental Protection Agency (EPA) and shall comply with all pertinent regulations set forth by the Florida Department of Agriculture and Consumer Services(FDACS). 6.12.2.2. Crews must have access to all appropriate labels and Safety Data Sheets (SDS) while transporting, mixing,or applying herbicides. 6.12.2.3. The Contractor shall be liable for any penalty, fines,or damages resulting from the misuse of herbicides. The Division will report to the FDACS Bureau of Licensing and Enforcement of any misuse of chemicals and request an investigation. 6.12.2.4. Records and Documentation: The Contractor is responsible for maintaining and updating records required by law for pesticide applications for aquatics and restricted use products (RUPs). 6.13. Damages: The Contractor is responsible for any damage caused by his operations and shall be responsible for complete restoration of impacted areas at no additional cost to Collier County. Should a damage dispute arise,and the Contractor subsequently disputes the claim,the Contractor's responsibility is to provide pre-project existing condition documentation. Any damages caused by the Contractor's crews shall be the sole responsibility to repair and restore the sites. 6.14. Work Hours: Monday through Friday in the daytime hours from 7:00 a.m.to 5:00 p.m.Contractor may request permission from the Division Representative to work outside the daytime hours and workdays. There is no additional compensation for working on weekends, holidays, or evening hours. 6.15. Compensation: Invoice submission for payment approval must be accurate and complete with details of services performed or commodities purchased. 6.15.1. Invoices must include the Division Name. Contract Number, Purchase Order Number, Bid Line Items Numbers, Quantities and Unit Price. 6.15.2. An invoice may be rejected for errors or missing documentation. If rejected, the Contractor shall resubmit the invoice using the same number and add a revision number(i.e., Invoice Number 1234 RI). Page 9of9 Exhibit A—Scope of Services 0 Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I Invitation to Bid((TB)22-7963"Goodlette Frank Road Vegetation Maintenance" EXHIBIT B FEE SCHEDULE DEANGELO CONTRACTING SERVICES LLC (PRIMARY CONTRACTOR) Go dktte Enrol.Road•Location A Section i Lamaism Us Deortiptls VON 1!sdt Prix ca Per Vegetation Maintenance Each S 2,400.00 Work Area Section al Ditch Herbicide Application Each $ 550.00 (2 I 1) Submersed Herbicide Treatment Each S 330.00 _Additional Service:Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each S 2,650.00 Work Area Section a2 Ditch Herbicide Application Each S 600.00 (2.1.2) Submersed Herbicide Treatment Each S 375.00 Additional Service-Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 2,200.00 Work Area Section a3 Ditch herbicide Application Each S 500.00 (2.1.3) Submersed Herbicide Treatment Each $ 300.00 Additional Service Trash&Debris Removal Each S 300.00 Vegetation Maintenance Each S I,650.00 Work Arca Section 04 Ditch Herbicide Application Each S 360.00 (2.1.4) Submersed Herbicide Treatment Each S 220.00 Additional Service Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 4,200.00 Work Area Ditch Herbicide Application Each S 900.00 Section#5 Submersed Herbicide Treatment Each $ 550.00 (2.1 5) Additional Service. &Debris Removal Each $ 300.00 Vegetation Maintenance Each S 725.00 Work Area Section a6 Ditch Herbicide Application _ Each S 250.00 (2.1.6) Submersed Herbicide 1 reatment Each S 125.00 Additional Service Trash&Debris Removal Each S 150.00 Vegetation Maintenance Each S 365.00 Work Area Section a7 Ditch Herbicide Application Each $ 125.00 (2.1 7) Submersed Herbicide Treatment Each $ 125.00 Additional Service:Trash&Debris Removal Each $ 150.00 Item 2.2 Goodlette Frank Road-Location B i nil Price Levities law Description 1'0N Pee Cy t4 Vegetation Maintenance Each $ 725.00 Work Area Ditch Herbicide Application Each $ 250.00 Section#I Submersed Herbicide'Treatment Each $ 125.00 (2.2.I) Additional Service.Trash&Debris Removal Each $ 300.00 Vegetation Maintenance Each $ 3,900.00 Work Area Ditch Herbicide Application Each $ 975.00 Section 02 Submersed Herbicide'Treatment Each $ 585.00 _ (2.2.2) Additional Service.Trash&Debris Removal Each S 300.00 Vegetation Maintenance Each $ 1,450.00 Work Area Ditch l lerbicide Application Each $ 275.00 Section N3 Submersed Herbicide Treatment Each $ 225.00 (2.23) Additional Service.Trash&Debns Removal Each $ 300.00 Prices shall remain firm for the initial term of this contract Other Exhibit/Attachment Description: ❑ following this page (pages through ) ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2022,Ver.I ACCJRD DATE IMM/DDtYYYYI CERTIFICATE OF LIABILITY INSURANCE 6/2J2022 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& Mct ennan Agency LLC company PHONE No.Eaq Lax,_ 1• (312)625 5948 _ FAX (847)440 9116 20 N Martingale Road EMAIL Suite 100 ADDRESS Kevin Rool®MarshMMA.com SchaumburgIL 60173 INSURER(S)AFFORDING COVERAGE NAIL* INSURER A Starr I ldemnity&Liab Co 3831E INSURED SEVEISL•' INSURER B CAPITOL SPECIALTY INS CORP 10328 DeAngelo Contracting Services LLC INSURER C I IOMESITE INS CO OF FL 11156 100 North Conahan Drive Hazleton PA 18201 INSURER o ENDURANCE AMER SPECIALTY INS CC 41718 INSURER E Lloyds of London 85202 INSURER F AXIS SURPLUS INS CO 26620 COVERAGES CERTIFICATE NUMBER:1298265693 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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 AU THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL.SUER POUCY EFF POLICY EXP LIMITS LTRe o MD POLICY NUMBER (MM/DD/YYYY) IMMIDD/YWY) A X COMMERCIAL GENERAL LIABIUTY y 1000025924211 1111/2021 11,12022 EACH OCCURRENCE 5 2.000.000 •OAMAGETaRENT1 O - CLAIMS-MADE X OCCUR PREMISESSEe occurrence) S 500,000 X DEC 500 000 MED EXP(Any one demo.") $10,000 PERSONAL 6 ADV INJURY $2.000.000 GENII.AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 4.000,003 POLICY X PE4 X toc PRODUCTS-COMP/OP AGG 54.000,000 OTHER: 5 A AUTOMOBILE LIABILITY I000672941211 11/1/2021 11/1/2022COMBINED SINGLE LIMIT 52,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S. AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S x AUTOS ONLY X AUTOS ONLY Per accident) $ X UMBRELLA UM! X OCCUR CXP-000990-00 11/1/2021 1111/2022 EACH OCCURRENCE 53.000.000 XS1142721 12/9/2021 11/12022 EXCESS LIAR CLAIMS-MADE: P-001-000744952-01 12/13/202' 11/12022 AGGREGATE $3 000,000 DED RETENTION 5 ADDITIONAL LAYERS 5 SEE REMARKS _ WORKERS COMPENSATION 100 0004825(AOS) 11/1/2021 11/12022 X PER 'OfH• AND EMPLOYERS'LIABILITY 100 0004826(FL.MAI 11/1/2021 11/1/2022 .STATUTE ER ANYPROPRIETOR/PARTNERIEXECUTIVE — E.L EACH ACCIDENT 51.000,000 OFFICERIMEMBEREXCLUDED? i N I N/A ---.— )Mandatory in NH) Et DISEASE•EA EMPLOYEE E 1 000 000 (r yes.describe under •DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT I 5 1,000,000 O ProlLlabliryIPdluEon PNVIOC 15266700 11/4/2021 11/4/2022 ProfOcc/Agg ' 45,000,000 0 ExcessPo((uhon EX20210970-Dr 11/4/2021 11142022 Poll OcciAgg I $5,000,000 XS Poll OWAgg ! 55,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule.may be attached.1 more space is required) First Excess Policy(CXP-000990-00)Limits Each Occurrence-S3.000,000,Aggregate-S3,000,000 Second Excess Policy(X51142721)Limits.Each Occurrence-S3,000,000,Aggregate-S3,000,000 Third Excess Policy(P-001-000744952-01)Limits:Each Occurrence-52.000,000:Aggregate-S2,000,000 RE For any and all work performed on behalf of Collier County It is agreed that the following are added as Additional Insureds when required by written contract.on the General Liability on a pnmary and non-contributory basis with respect to operations performed by the Named Insured in connection with this project. See Attached... 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 Board of County Commissioners 3295Tamiami Trail East AUTHORIZED REP E ATIVE ` Naples FL 34112 "1- 1,..1-- CM 44-- •?.1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SEJFISL-02 _ LOC#: Act ADDITIONAL REMARKS SCHEDULE Page of 1 AGENCY NAMED INSURED Assurance.a Marsh&McLennan Agency LLC company ; DeAngelo Contracting Services LLC 100 North Conahan Drive POLICY NUMDCR Hazleton PA 18201 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Collier County If this policy is cancelled by the Company or by the insureds other than for nonpayment of premium,notice of such cancellation wilt be provided to the certificate holder at least 30 days in advance of the cancellation effective date.If this policy is cancelled for nonpayment of premium.notice of sucn cancellation will be provided to the certificate holder at least 10 days in advance of the cancellation effective date. ACORD 101 (2008/01) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20371001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract Location And Description of Completed Operations: Where required by written contract Additional Premium: Included (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II —Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" a:the location designated anc described in the schedule of this endorsement performed for that insured and included in the "products-completed operations hazard". CG 20 37 10 01 ©ISO Properties. Inc., 200C Page 1 of 1 0 POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information required to complete this endorsement will he shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials. parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repairs) to be performed for that iisured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional insureds, the following exclusion is ered operations has been completed: added- or 2. Exclusions (2) That portion of"your work"out of which the injury or damage arises has been This insurance does not apply to "bodily inju- put to its intended use by any person ry" or"property damage" occurring after: or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 10 01 ©ISO Properties. Inc.. 200C Page 1 of 1 0 * Starr Indemnity & Liability Company Dallas, TX 1-800-519-2522 Primary and Non-Contributory Condition Policy Number: 1000025924211 Effective Date: 11/01/2021 Named Insured: DeAngelo Contracting Services. LLC This endorsement modifies insurance provided under the. Commercial General Liability Coverage Part A. SECTION IV—CONDITIONS, condition 4. Other Insurance is amended as follows: 1. The following is added to paragraph 4.a, of the Other Insurance condition: This insurance is primary insurance as respects our coverage to the additional insured. where the written contract or written agreement requires that this insurance be primary and non-contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured is a Named Insured. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Signed for STARR INDEMNITY & LIABILITY COMPANY Steve Blakey, President Nehemiah E. Ginsburg, General Counsel OG 107 (04/11) Page 1 of 1 Copyright C C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved,. Includes copyrighted material of ISO Properties,Inc..used with its permission. FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 22-7962 for Corporate Flight Drive Vegetation Maintenance THIS AGREEMENT, made and entered into on this I t4 day of J vr\ 20 22 , by and between DeAngelo Contracting Services LLC authorized to do business in the State of Florida, whose business address is 527 S Church Street, Hazelton, PA 18201 _, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1 . AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing (f• upon the date of Board approval;er-9-on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase 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 ore ( 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 MI Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of n Request for Proposal (RFP) ICI Invitation to Bid (ITB) Other ( ) # 22-7962 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referrec to herein and made an integral part of this Agreement. • The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Pal4e I of17 Ft ei•remi Service Multi'('untractnr Agreement 2022 Ver.I c1/4....) 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. 3.2 (: The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 2,3 er this AgreementOther Exhibit/Attachment: 3,4 J tfonsA 1e--pef led ofc-ompletion -cofleet on of liquidated damages in the event of late completion; and-the lake-M . . 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. 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". 4.1 Price Methodology (as selected below): Li 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 ace-nor hourly-Of-material-invoices presented, rather,--the contractor satisfaction-of-the Cou e et is-aftthef+zed- l Time-and-Materials-The-Geunty agrees-to-pay the-eentractor-for-the-amount of labor tifnespent traetore-to-perform the wer-k-(-numbec curly rate), and-for-materials and-equipment-used-in-the project (cost of materials-plus-the contra eregy is generally used in projects-in which it is not possiblenth-si e—o the prof cted that the-p d-roast-likely change. As a-gene' these-c-entracts-include back up-deeumeatation o€-costs; inveiees-would-include- umber of hours worked and billing-rate-by--position--(a-n ntractey timekeeping or payroll rec ipment-inve e doeumentatien-fer-the project. IUI Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Temi Service Multi-Contructor Agreement 2022_Ver.I �.A 472 ices under this Agreement, provided surf e eir 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 "lathes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.3 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 44, (check if--applicable) Travct•-a ►d--Reiimbursablc Expenses: Travel and Reimbursable Expenses- usbe-appfeved-i +ting-by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be-at-the-fellewing-rates: Mileage $0.44.5 per mile _ Breakfast $6 00 ht1f h $4-1.00 Dinner $1-0.00 Airfare Actual ticket cost limited to tourist or coach elass fare Rental-ear Actual rental coat limited to compact of r andard vehicles Lodginglodging at single occupancy-rate with-a-eap-of-no more than $150.00-per-night Parking Actual cost of parking Ta*i-of-Airport-Limousine Actual cost of either taxi or-airport-limousine Reimbursable items other than travel ex ing' telephone long-distance charges, fax charges, photocopying-ehargcs and post items will be paid only after Contractor-has provided all receipts. Contractor-shall-be respensible-for all other costs and expenses a +vities-and solicitations 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 3of17 Fi'e 1 Term Service Multi-Contractor Agreement 2022_Ver.1 t �(1 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 Contracting Services LLC Address: 527 S Church Street Hazelton, PA 18201 Authorized Agent: Jarrod L. DeAngelo, President/Member Attention Name & Title: Telephone: (570) 580-9100 E-Mail(s): jdeangelo@deangelocs.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: Gerald Kurtz Division Name: Road Maintenance Division Address: 4800 Davis Blvd Naples, Florida 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone: (239) 252-5591 E-Mail(s): Melissa.Pearson@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. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2022._VcrJ C^() 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, 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. n Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations: Independent Contractors; Products and Completed Operations and Contractual Liability. B. (f• Business Auto Liability: Coverage shall have minimum limits of$ 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. Lit 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. Pal;c5or17 I-ised rem Service Multi-Contractor Agreement 2(122 Ver I (NI) I I Profess-ional-Liabifi all-be-maintaincd by-the-Gentcaetor—to-ens+ ce its legal gout`-of the performance of professional services under this Agreemen . s right of recovery against lms undef han-$ each Cvber-L-iablli-ty:g age-shall-have-minimurn-traits of-$ per claim, F. n Pollution Liability : Coverage shall have minimum limits of$ 1,000,000 per claim/Occurrence. G- U : Coverage sl}all- -limits-ems per claim. - [1 :.GGoverage shall have min+natfm limits of$ per c 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 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 Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2022 Ver.I 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 Road Maintenance 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 tc perform those services. 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: Contractor's Proposal. Insurance Certificate(s), ■ Exhibit A Scope of Services, Exhibit B Fee Schedule, I RFP/[ ITB/( I Other #22-7962 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes, and ►lent: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County 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 Ccunty for a specified period of time, Page 7 of 17 Fixed Temt Service Multi-Contractor Agreement 2022_Ver.1 (-^) 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, Florda Statutes, and the Florida Public Records Law Chapter 119, if applicable. 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(c�colliercountvfl.gov 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. Page 8of17 Fixed Term Service Multi-Contractor Agreement 2022 Vcr.I 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 we 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. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County'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 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, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. • 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 materias, and shall leave the Project site clean. 24. 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. 9t'r17 l i>eJ Term Service Multi-Contractor Agreement 2022_Vcr.1 ( '. 25. ■ 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. 26. ■ 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. 27. III] 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 to 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. Page 10 of 17 Fixed Temt Service Multi•C'ontractnr Agreement 2022_Ver.1 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County 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 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 modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer. employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. 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. 32. DISPUTE RESOLUTION. Prier 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. 33. 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. 34. KEY—RE-RSQNNE-L- he-Gentr-actor=s-personnel-an4-management to be utilized-for yeas of expertise. The County se+ .the right to perform--irivest+gatie e-deemed neces.ary to ensure that competent persons-will be utilized in thee Agreement. The Contra ign as l ar+y people as necessary to complete-the services on-a-timelyperson ass+gned-sriall be available for an-ardedilt-of-time adequate to meet the required service dates,--The Co t change Key Personnel unless the full Page 11 of 17 Fixed Tenn Service Multi-Contractor Agreement 2022 Ver.I met: (1) Proposed replacements have substantially the same--er better qualifications andkx-experience. (2) that the County is notifie nce as poscible. rrtme e-e`forts to-notify Gelber-Getmty-within sever)days of the change. The County retains-final approval of proposed replacement taefeenn DI 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. 35. ■ 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. n ORDER OF PRE-CEDE-NG-E—(Grant-F-unded4. -the event of-any-ee thet-between-ef ntract Doc ar -appfeved Executive Summary, the terms of the Agreement shall take precedence over the terms of all-et precedefloe-over-the-Agfeemef}t:—Te-the-extent any conflict-inthe-teff s-af-4he Contfaet Daca pplemental Conditions, if any, or the Agreement, the conflict shall be resoly e more strict or costly ebli the Contract Documents upon the-Gentraeter--at-Geentyls-diser-etion. 36. 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 th s 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. 37. 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 Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I period in which their 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 $500 per incident. 38. U SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13 of 17 Fixed Term Service Multi-C'omrtctor Agreement 2(122_Ver.l ,• IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF CO TY COMMISSIONERS Crystal K. Kindel Clerk of the Circuit COLLIER CO� �� • : ' DA Court anti,., rxiptroller �, e By: &Mist', By: �..- Will :m L. McDaniel Jr. , Chairman Dated:' (SEAL) •Attest as t©thairman'$ signature only. Contractor's Witnesses: DeAngelo Contracting Services LLC Contractor DBA By: 417L` Coactor's First Witness nature a Kirk loft fr , PILYc7//'.h /- "VgA �4 ,f::} � �� ; �. TType/print signature and title TTypelprint witness name?' AontrawPad LA, ctor's Second Witness /PpOra / lLI1LO,-u C TTypelprint witness name rovedçto /ndLe9alitY:County Attorney i�4 e- I �4- P int Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 . "I Exhibit A Scope of Services 0 following this page (pages 1 through 6 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Tenn Service Multi-Contractor Agreement 2022_Vcr.) �� Invitation to Bid (ITB) # 22-7962 "Corporate Flight Drive Vegetation Maintenance" EXHIBIT A SCOPE OF SERVICES This Agreement shall be awarded on a Primary/Secondary basis as follows: Primary Contractor: DeAngelo Contracting Services L!_C Secondary Contractor: EarthBalance Corporation The terms"Contract"and "Agreement"may be used interchangeably throughout this Agreement DETAILED SCOPE OF WORK This Agreement is for maintaining exotic and nuisance vegetation in and along drainage ditches that recently had significant vegetation clearing, The objective is for unobstructed stonnwater conveyance waterways with an integrated approach to improve control results while minimizing non-target impacts. The work is considered essential to provide adequate flood protection for these areas, Most of the work is time sensitive. To ensure continuity of services, the Division shall have full authority to utilize the Secondary Contractor; if the Primary Contractor declines or fails to perform the work per the specifications, the contract may be subject to termination by the Board.This process applies to notice of default,suspension,or termination. 1. PERFORMANCE SPECIFICATIONS: The Contractor shall determine the means and methods in controlling the vegetation. Work area limits extend to all outfalls from adjoining roadside swales and fences, There is limited access for large or heavy equipment to mow,cut,or trim the vegetation,so work may require a combination of methods,such as manual labor, mechanical, and chemical. The Contractor shall provide supervision, labor, equipment, supplies, herbicides,chemicals,and materials necessary to maintain vegetation.The work consists of the following: 1.1. Remove and dispose of trash/litter and vegetation debris(fallen tree limbs and branches). 1.2. Trim vegetation(i.e.,grass,weeds,shrubs,brush,bushes,tree branches,palm fronds,etc.)to three inches(3")on overbanks and side slopes. Do not trim below three inches(3")to prevent side slope erosion. 1.2.1. Vegetation on personal property that is growing beyond the right-of-way limits and onto overbanks, the Contractor shall only trim vegetation including branches and limbs that are protruding into the ROW limits. 1.2.2. Solid panel fences shall have vegetation removed on the face of the fence panels. 1.2.3. Chain link fences shall have vegetation trimmed that is projecting through the chain links.Trim flush to the fence. 1.2.4. Trim vegetation around structures,culverts,headwalls,signposts,light poles,and riprap within the work area limits as applicable. I.3. Cut overhanging vegetation(trees,branches, limbs, fronds,shrubs, hedges,and dead material). 1.3.1. Vegetation overhanging into the ditch area shall he trimmed using an imaginary vertical line extending twelve feet(12')upward from the edge of the outer clearing limits/ditch. 1.4. Treat invasive and exotic vegetation on the ditch bottoms with herbicides and chemicals registered and labeled for application directly to water by the US Environmental Protection Agency(EPA)and Florida Department of Page 1 of 6 Exhibit A—Scope of Services Invitation to Bid (ITB) # 22-7962 "Corporate Flight Drive Vegetation Maintenance" Agriculture and Consumer Services (FDACS) may be used in Florida to control growing weeds in the water. Herbicide applied directly to water shall have specific label instructions for water applications. 1,4.1. Provide labor,materials,equipment,and herbicides,and other chemicals. 1.4.2. Herbicide applications shall be applied following label instructions. 1.4.3. Ensure crews have access to all appropriate labels and Safety Data Sheets (SDS) while transporting, mixing,or applying herbicides, 1.4.4. Comply with all pertinent regulations, including but not limited to the Organo-Auxin Rule, set forth by FDACS and National Pollutant Discharge Elimination System(NPDES). 1.4.5. Treat submersed plants rooted in the ditch bottom sediment and growing up through the water with sprays or granular formulations. 1.5. Vegetation growing in the open water areas shall be pre-treated with a proper amount of EPA-approved systemic herbicide that will absorb and be transported through the plant's vascular system, killing the entire plant (may take two(2)weeks or less). 1.5.1. The vegetation in the open water areas shall be cut at the water line approximately two (2) weeks after herbicide treatment and removed for disposal. The Contractor is encouraged to take photographic evidence of this operation,as the waterline may drop when the area is inspected. 1.5.2. The Contractor shall determine the application method. If the vegetation is thriving after the treatment, the Contractor shall treat again,ensuring no re-growth,at no additional cost to the County. 1.6. If applicable,treat Cattails approximately two(2)weeks prior to cutting and removing them,with a proper amount of EPA-approved systemic herbicide (applied by label) that will absorb and be transported through the plant's vascular system killing the entire plant. 1.6.1. The Contractor shall determine the application method. If the Cattails thrive after treatment, the Contractor shall treat again.ensuring no re-growth,at no additional cost to the County. 1.7. Each workday, remove and dispose of vegetation debris and trash/litter debris. Load, haul, and dispose of the debris in accordance with applicable local and state laws. 1.7.1. Stockpiling is not permitted in the right-of-way. 1.7.2. The Contractor may be requ.red to return to the worksite to clean up.remove.and haul away for disposal. 2. LOCATION/WORK DESCRIPTION — CORPORATE FLIGHT DRIVE: Located off Airport Pulling Road in Naples,Florida.There are three(3)work areas with limited access for large or heavy equipment to trim the vegetation. 2.1. Work Area—Section#1:Corporate Flight Ditch lies within a 50-foot drainage easement ditch north of the Naples Airport property on Corporate Fligh: Drive. 2.1.1. The section begins approximately six hundred sixty (660') west of Airport Pulling Road, heading west approximately 2,300 feet to the east side of the lake. 2.1.2. The ditch has a visible top of bank and typically remains wet. 2.1.3. The section is approximately 2.64 acres based on the length of 2300 linear feet and a width of 50 feet. 2.1.4. Access is directly off Corporate Flight Drive 2.2. Work Area—Section#2: Corporate Flight Ditch lies within a lake drainage easement north of the Naples Airport property off Corporate Flight Drive. Page 2 of 6 Exhibit A—Scope of Services ,CA invitation to Bid (ITB) # 22-7962 "Corporate Flight Drive Vegetation Maintenance" 2.2.1. The section begins just east of the lake, heading west approximately 750 feet to the southwest corner of the lake. 2.2.2. There is a visible top of bank,and the area remains wet. 2.2,3. Maintenance includes the lake's shoreline to the concrete sidewalk adjacent to Corporate Flight Drive. 2.2.4. The section is approximately 0.86 acres based on the length of 750 linear feet and a width of 50 feet. 2.2.5. Access is directly off Corporate Flight Drive. 2.3. Work Area—Section#3:Corporate Flight Ditch lies within a 50-foot drainage easement ditch north of the Naples Airport property on Corporate Flight Drive. 2.3,1. The section of the channel begins at the southwest corner of the lake and heads west to intersect with the Gordon River. 2.3.2. There is a visible top of bank,and the ditch bottom remains wet a portion of the year. 2.3.3. This section is approximately 1.76 acres based on the length of 1,530 linear feet and a width of 50 feet. 2.3.4. Access is directly off Corporate Flight Drive and across the easement. Access to the north bank may be requested from the property owner, River Reach Apartments. 3. MAINTENANCE CYCLES: The Division estimates issuing eight(8)cycles per fiscal year(October 1st—September 30th); however, cycles may adjust due to growing conditions or budgetary constraints. The estimated cycles are February,May,June,July, August,September,October, and December. 4. FEE SCHEDULE: Unit prices provided are inclusive of all costs to perform the work, including labor, materials, herbicide applications, herbicides, chemicals, equipment, overhead, trash, and debris removal, hauling debris and disposal,disposal fees,mobilization, Mairtenance of Traffic,etc. 4.1. Exhibit B — Fee Schedule has the following categories: 1. Vegetation Maintenance; 2. Ditch Herbicide Applications;and 3.Submersed Herbicide Treatments,and 4.Additional Services for Trash and Debris Removal. The services cycles are estimated and are dependent on growing conditions and the budget. 4.1.1. Vegetation Maintenance: Vegetation trimming and removal(mowing,mechanical,small equipment(string trimmer, etc.), hand tools (machete. etc.), or manually removing (hand pulling), including trash/debris pickup, removal, loading, hauling, disposal (appliances, tires, construction/demolition debris, trash, litter, metals,etc.),transported to the County Landfill or other approved receiving site,and disposal fees. 4.1.2. Ditch Herbicide Applications:The Contractor shall purchase and apply herbicides for aquatic use and other chemicals to complete work. Unit price includes licensed supervisor, labor, herbicides. chemicals. materials,equipment,etc. 4.1.3. Submersed Treatments: The Contractor shall purchase and apply herbicides and/or chemicals for aquatic use to complete the work. Unit price includes licensed supervisor, labor, herbicides, chemicals,materials. equipment.etc. 4.1.4. Additional Service —Trash/Debris Pickup and Removal: A separate category line item to allow County staff to request additional services for trash/debris for pickup and removal (appliances, tires, construction/demolition debris, trash, litter, and metals, etc.). The removal and disposal include loading, transporting, disposal of all debris materials to the County Landfill or other approved receiving site, and disposal fees. Page 3 of 6 Exhibit A—Scope of Services Invitation to Bid (ITB)# 22-7962 "Corporate Flight Drive Vegetation Maintenance" 5. DEFINITIONS 5.1. Top of Bank/Overbank:defined as the stormwater conveyance channel/waterway area from top of hank plus one foot into the overbank area to the opposite top of bank plus one foot into the overbank area. 5.2. Maintained Easement: defined as the cleared area of the easement inclusive of the channel, top of bank and overbank. /1' Overbank lOne-foot I1'11 \ _ Imth LEAVED 1ASEMEM ../r_ffri t r.Nm►,.,,„.d Way, tens line%:Or 4 tAMMFM WIDTH(terror) 6. GENERAL INFORMATION 6.1. No Permit: Collier County Right-of-Way permit is not required maintenance work. 6.2. Commencement: The Contractor shall commence the work upon issuance of a purchase order. 6.3. Final Inspections: Following services, the Contractor shall notify the Division Project Manager when the work is completed for a final inspection of the work. The Contractor will be notified when the finished work fails to comply with the specifications. 6.3.1. The Contractor shall immediately cure the deficient work,ensuring it complies with the specifications. 6.3.2. Upon completion of the deficient work, the Contractor shall notify the Division Project Manager when ready for re-inspection. 6.3.3. Division Project Manager shall make a final inspection of the work and inform the Contractor of any necessary repair work not completed. 6.3.4. The Contractor shall immediately complete all incomplete work and arrange for another re-inspection. Page 4 of 6 Exhibit A—Scope of Services Invitation to Bid (ITB)# 22-7962 "Corporate Flight Drive Vegetation Maintenance" 6.4. OSHA: Contractor shall employ and enforce OSHA safety compliant measures at the worksite to prevent injuries to workers,citizens,and the traveling public. 6.5. Erosion Control:State-compliant turbidity and erosion control devices are required at the work areas'downstream ends. No movement of turbid water will be allowed to flow downstream into the receiving canals. Appropriate erosion control measures, as deemed necessary, shall be installed and always maintained through all phases of' maintenance activities. 6.6. Mobilization: Contractor is responsible for mobilization/demobilization. 6.7. Maintenance of Traffic (MOT): The Contractor is responsible for setting up Maintenance of Traffic(MOD with the right equipment and proper placement of lane closed signs, pre-warning signs. arrow boards, traffic cones, message boards, warning devices, barriers, or flagmen. The Contractor, or its subcontractor, is responsible for maintaining MOT while performing services in the right-of-way and roadways. 6.7.1. MOT is a requirement for the safety and protection of the Contractor's employees and motorists during services'performance. It is the Contractor's sole responsibility for safety in the work zone. 6.7,2. MOT shall conform to the latest edition of the FDOT, Design Standards. 600 series, and The Manual on Uniform Traffic Control Devices(MUTCD). 6.7.3. The Contractor is authorized to subcontract MOT. It is required that either the Contractor or subcontractor have current FDOT approved MOT or Temporary Traffic Control, intermediate Level, Certification per FDOT, Design Standards,600 series indexes. 6.7.4. The Contractor's employee or Contractor's subcontractor is responsible for the MOT plan and equipment setup and shall have current FDOT approved certification in their name. They must be readily available within twenty(20)minutes of the initial contact by County staff to address work zone safety issues. 6.7.5. MOT setup that does not comply with FDOT standards,the Contractor will need to cease operations until MOT is correct per the 600 series design standard. 6.8. Lane Closures: There are no lane closures permitted between the hours of 7:00 a.m. through 9:00 a.m. and 3:30 p.m. through 6:30 p.m. on weekdays.The Contractor may request authorization from the Division to work within the non-Jane closure hours. 6.9. Road Alert(Mandatory Requirement): Notify Growth Management Department, Customer Service Specialist, or designee on Wednesday before lane closure(s) by submitting the Road Alert Notification form so that that staff can update the Road Alert message board. Link to form: https://www.colliercountytl.gov/home/showpublisheddocument?id=53901 6.10.Work Zone Safety: Contractor shall use caution while working in County Right-of-Way and roadways. The Contractor shall use caution while working in or around County-owned or operated facilities, right-of-way, sides of right-of-way, and roadway medians. When working within a right-of-way (i.e., roads, sidewalks, bike paths, etc.) Follow applicable FDOT and/or MUTCD requirements,such as but are not limited to: 6.10.1. American National Standards institute(ANSI)/International Safety Equipment Association(1SEA)Class 2 or 3 Vests,T-shirts,or similarly labeled garments depending on the time of day. 6.10.2. Appropriate work zone signage, cones, barricades or barrels, arrow panels, flagging personnel, and stop/slow paddles,where necessary, required by law or the BCC. 6.10.3. An applicable work zone(Maintenance of traffic) plan based on FDOT and/or MUTCD designs on site. 6.10.4. The Contractor will maintain access for residents and commercial properties with minimal delays to the traveling public. 6.11.Utilities: Before work starts, the Contractor is responsible for contacting Sunshine 811 (811 or 800.432.4770). Page 5of6 Exhibit A—Scope of Services -h� Invitation to Bid (1T13)# 22-7962 "Corporate Flight Drive Vegetation Maintenance" This task may take up to two(2)full business days for utilities to be located and marked.No claims for an additional utility locate compensation will be considered. Any damages to utilities will be at the Contractor's expense. 6.12.Licensing Requirements 6.12.1. Maintenance of Traffic or Temporary Traffic Control, intermediate Level Certification 6.12.2. A valid Commercial Applicator license issued by the Florida Department of Agriculture, Consumer Services(FDACS),Chapter 487 F.S. 6.12.2.1. All herbicide applications shall be carried out in a manner consistent with the Environmental Protection Agency (EPA) and shall comply with all pertinent regulations set forth by the Florida Department of Agriculture and Consumer Services(FDACS). 6.12.2.2. Crews must have access to all appropriate labels and Safety Data Sheets (SDS) while transporting,mixing,or applying herbicides. 6.12.2.3. The Contractor s1;a11 be liable for any penalty, fines, or damages resulting from the misuse of herbicides. The Division will report to the FDACS Bureau of Licensing and Enforcement of any misuse of chemicals and request an investigation. 5.12.2.4. Records and Documentation: The Contractor is responsible for maintaining and updating records required by law for pesticide applications for aquatics and restricted use products (RUPs). 6.13.Damages: The Contractor is responsible for any damage caused by his operations and shall De responsible for complete restoration of impacted areas at no additional cost to Collier County.Should a damage dispute arise,and the Contractor subsequently disputes the claim, the Contractor's responsibility is to provide pre-project existing condition documentation. Any damages caused by the Contractor's crews shall be the sole responsibility to repair and restore the sites. 6.14.Work Mours: Monday through Friday in the daytime hours from 7:00 a.m. to 5:00 p.m. Contractor may request permission from the Division Representative to work outside the daytime hours and workdays. There is no additional compensation for working on weekends, holidays, or evening hours. 6.15.Compensation: Invoice submission for payment approval must be accurate and complete with details of services performed or commodities purchased. 6.15.1. Invoices must include the Division Name, Contract Number, Purchase Order Number, Bid Line Items Numbers,Quantities and Unit Price. 6.15.2. An invoice may be rejected for errors or missing documentation. if rejected,the Contractor shall resubmit the invoice using the same number and add a revision number(i.e., Invoice Number 1234 RI). Page 6 of 6 Exhibit A—Scope of Services 0 Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I Invitation to Bid(ITB)U 22-7962 "Corporate Flight Drive Vegetation Maintenance" FEE SCHEDULE DEANGELO CONTRACTING SERVICES,LLC PRIMARY CONTRACTOR Corporate Flight Drive 'cctionr Location Item De.cri ptinn t'OPi1 Unit Price Per Cycle Vegetation Maintenance Each S 1,380.00 Work Area Section#1 Ditch Herbicide Application Each S 460.00 (2.1.) Submersed Herbicide Treatment Each $ 230.00 Additional Service:Trash&Debris Removal Each S 300.00 Vegetation Maintenance Each $ 450.00 Work Area Section#2 Ditch I lerbicide Application Each $ 230.00 (2.2) Submersed I lcrhicidc Treatment Each S 75.00 Additional Service:Trash&Debris Removal Each $ 150.00 Vegetation Maintenance Each $ 900.00 Work Area Section#3 Ditch Herbicide Application Each $ 300.00 (2.3) Submersed herbicide Treatment Each $ 150.00 Additional Set-Nice:Trash&Debris Removal Each S 300.00 Prices shall remain Fir for the initial term of the agreement. r t(1 i Other Exhibit/Attachment Description: n following this page (pages through ) (i this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I A( c)R1 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4'26/2022 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 Assurance a Marsh& McLennan AgencyLLC company PPHONAME_ Kevin Root py 20 N Martingale Road (NC,N FAx E-MAILNo,Eat). (312)625-5948 (A1c.No? (84%)440-9116 Suite 100 DESS Kevin.Roof©MarshMMA.corn Schaumburg IL 60173 INSURER(S)AFFORDING COVERAGE L. NAIL R ---- INSURER A:Starr Indemnity&Liab Co 38318 INSURED SEVEISL02 INSURER B-CAPITOL SPECIALTY INS CORP 10328 DeAngelo Contracting Services LLC 100 North Conahan Drive INSURERC HOMESITE INS CO OF FL 11156 Hazleton PA 18201 INSURER D. ENDURANCE AMER SPECIALTY INS CO 41718 INSURER E Lloyds of London 85202 INSURER F AXIS SURPLUS INS CO 26620 COVERAGES CERTIFICATE NUMBER:1492599948 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 CONTRAC-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. INSR ADDL SUBR - - LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY POLICY EXP (MMIDDfYVYY) (MM:OD/YYYY! L'MrTS X COMMERCIAL GENERAL LIABILITY 103002, 24211 11l1/2021 11012022 EACH OCCURRENCE_ $2.000.000 CLAIMS-MADE X OCCUu DAMAGETO RENTED PREMISE,jEa occurrence) S 500:000 X i DED500.000 MEDEXP(Any One peesont S 10.000 PERSONAL&AEA/INJURY S 2,000,000 GENt,AGGREGATE LIMIT APPLIES PER' GENERAL AGGREGATE 54.000.000 POLICY i X JC X LOC 'PRODUCTS-COMP/OP AGG 'S 4,000,000 OTHER. -_..._..--- S '- AUTOMOBILE LIABILITY 1000672941 211 111/2021 11+1'2022 COMBINED SINGLE LIMIT 52.000.000 X ANY AUTO (Ea accident), BODILY INJURY(Per person? 5 OWNED SCHEDULED BODILY INJURY IPer acc+deniI S AUTOS ONLY AUTOS x HIRED X NON-OWNED 'PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY —(Per accident) S S C X UMBRELLA LIAB X OCCUR CXP-000990.00 11/1/2021 11/1/2022 EACH OCCURRENCE 5 3.000.00U E F EXCESS LIAB XS1142721 12/9/2021 11/1/2022 i CLAIMS-MADE P-001-000744952-01 12/13/2021 11/1/2022 AGGREGATE S 3.000.000 DEO RETENTIONS -'ODITIONALLAYERS S SEE REMARKS A •WORKERS COMPENSATION 100 0004825(ADS) 11/1/2021 11/1/2022 X • A AND EMPLOYERS'LIABILITY YIN ' 100 0004826(FL,MA) 11/1/2021 11/1/2022 STATUTE EERH ANYPRUPRIETOR/PARTNEWEXECUTIVE ^t ry � E.L EACH ACCIDENT 51,000,000 TI OFFICEREMBEREXCLUDED7 t l NIA; (Mandatory in NH) E L..DISEASE-EA EMPLOYEE S 1,000,000 - If yes oescnbe under .---------- DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY LIMIT '`S 1.000.000 D Prot L=abgdy/Poriuum PNVI0015266700 11/4/2021 11/4/2022 •°roi OcUAgg $5.000.000 B Excess Pollution EX20210970-01 11/4/2021 11/4/2022 •'Poll UerJA S5,000,000 x5 Pal Ors.Agg . $5.000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached if more space is required) Comp and Collision Deductible on Power units is S10.000.Trailers Comp and Coll Deductible is$2000. First Excess Policy(CXP-000990-00)Limits:Each Occurrence-53 000.000.Aggregate-$3.000 000 Second Excess Policy(XS1142721)Limits Each Occurrence-S3.000.000.Aggregate-S3.000.000 Third Excess Policy(P-001-000744952-01)Limits Each Occurrence-S2,000 000:Aggregate-S2 C00 000 RE-Solicitation Number 22.7962 See Attached 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 Board of County Commissioners 3295 Tamiami Trail East Naples FL 34112 AUTHORIZED REP ESENTATIVE qt,(11....t-- a-41 4 tr.- . ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SEVEISL-02 LOC#: ACC R1730 ADDITIONAL REMARKS SCHEDULE Page 1__of 1 AGENCY NAMED INSURED Assurance,a Marsh&McLennan Agency LLC company DeAngelo Contracting Services.LLC 100 North Conahan Drive POLICY NUMBER Hazleton PA 18201 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE It Is agreed the Certificate Holder is an Additional Insured,when required by written contract.on the General Liability on a primary and non-contributory basis with respect to operations performed by the Named Insured in connection with this project. If this policy is cancelled by:he Company or by the insureds.other than for nonpayment of premium,notice of such cancellation will be provided to the certificate holder at least 30 days in advance of the cancellation effective date.If this policy is cancelled for nonpayment of premium notice of such cancellation will be provided to the certificate holder at least 10 days in advance of the cancellation effective date. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20371001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract Location And Description of Completed Operations: Where required by written contract Additional Premium: Included (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your work" at the location designated and described in the schedule cf this endorsement performed for that insured and included in the "products-completed operations hazard". CG 20 37 10 01 ;,ISO Properties. Inc.. 2000 Page 1 of 1 0 POLICY NUMBER: 1000025924211 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information rewired to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule. but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repairs) to be performed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional nsureds, the following exclusion is erect operations has been completed: added: or 2. Exclusions (2) That portion of"your work" out of which the injury or damage arises has been This insurance does not apply to "bodily inju- put to its intended use by any person ry"or"property damage" occurring after: or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 10 01 c)ISO Properties, Inc., 2000 Page 1 of 1 0 ` . Starr Indemnity & Liability Company p Y Dallas, TX 1-866-519-2522 Primary and Non-Contributory Condition Policy Number: 1000025924211 Effective Date: 11/01/2021 Named Insured: DeAngelo Contracting Services. LLC This endorsement modifies insurance provided under the Commercial General Liability Coverage Part A. SECTION IV—CONDITIONS, condition 4. Other Insurance is amended as follows: 1. The following is added to paragraph 4.a. of the Other Insurance condition: This insurance is primary insurance as respects our coverage to the additional insured, where the written contract or written agreement requires that this insurance be primary and non-contributory. In that event. we will not seek contribution from any other insurance po icy available to the additional insured on which the additional insured is a Named Insured. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Signed for STARR INDEMNITY& LIABILITY COMPANY Steve Blakey, President Nehemiah E. Ginsburg, General Counsel OG 107 (04/11) Page 1 of 1 Copyright CO C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties.Inc.,used with its permission. 16A 9 FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 23-8077 for "AQUATIC VEGETATION MAINTENANCE" THIS AGREEMENT, made and entered into on this 2,9- day of 4p t. ( 2023 . by and between DEANGELO CONTRACTING SERVICES LLC authorized to do business in the State of Florida, whose business address is 100 N. Conahan Drive, Hazleton, PA 18201 _, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing [ upon the date of Board approval; of [ en and terminating on three ( 3 ) year(s)from that date or until all outstanding Purchase 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 QQ Purchase Order EI Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of E El Invitation to Bid (ITB) n Other ( )# 23-8077 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. C The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 ut 17 fixed Term Seriec Multi-Contractor Agreement 202'_Var 3 16A 9 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 ccrnpliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 Ili The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 37.3 n The-procedure-for-obtaining--Work under hfs-A reement is-outline+ in Other Exhibit/Attachment: 3-4 Li The-County reccr-ves-the-fig#t-to-specify-M-each-Request-for-Quotations: the period of- mpletiorv,-seNeetie giquidated-damages in the event-of-late-completion d-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 Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. 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. Stets., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): Lump-Sure-(Fixed-Rr ce A firm-fixed-total-prise-offering-for-a-project; the risks-are transferred from the--County-to-the-contractor=aR raetice there arc no hourly-or material--involoes presented, rather, the contractor--must--perform--to-the satisfaotien-of the Cou ore payment for t is-authorized. �j Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice. these contracts include back-up documentation of costs: invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices. and other reimbursable documentation for the project. • Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials. equipment. overhead, etc ) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification) Page 2ofI7 Fixed Term Service Multi-Contractor Agreement 2022 Ver.3 0 �,C ..A 9 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 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, o-Work Directive Change 45 P] (check if applicable•)-travel-and-Reimbursable-Expenses: Travel and Reimbursable Expenses-must be approved-in-advaase-in-writingy-the County. Travel expenses shall be reimbursed-as-per Section 112.061 Fla. Stats- Reimbursements shall be at the following-rates: Mileage $0.44.6 per mile - Breakfast $6410 L-uneh $4-1-00 Dinner $4-9700 Airfare Actual ticket cost limitedsly class--fare Rental car Ae4ual --rental cost-limited to compact-ef isles Lodging Actual-cost-ef-led with-a-e a-p-ef-n e-mere-t#a Parking Actual-lest-of-pafkic p Tax' e Actual cost of either taxi or airport-limousine Reimbursable items other than travel expenses shall be limited-to-the following--telephene leng-d+stanee-Charges, fax charges-pheteeepy g-eh-afges-and-postage. Reirriburaable items-will--be-paid-only-after-Contractor has provided all receipto—GoRtfactor shall-be responsible-for-all-ether-sestc and expenses-associated-with-activities and-solicitations undeftaken-p greement- 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 # 85-8015966531C. farm Service Multi-Contractor Agreement 2022 Ver,3 16A 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 CONTRACTING SERVICES LLC Address: 14250 Jetport Loop W Fort Myers, FL 33913 Authorized Agent: Jarrod DeAngelo, President Attention Name & Title: Eve Doston, Administrative Assistant Telephone: (570) 580-9100 / (239) 286-7377 E-Mail(s): edoston@deangeloconstractingservices.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: Trinity Scott, Department Head Division Name: Road Maintenance Address: 4800 Davis Blvd. Naples, FL 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone: (239) 252-5591 E-Mail(s): Melissa.Pearson@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 prosecutior 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 Cou-ity. 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. Page 4of'17 Fired Term Service Multi-Com etor Aereement 2022_Ver 3 16A 9 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, 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 Cont-actor 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 i 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 Contracto-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 or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. (R Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. [a Business Auto Liability: Coverage shall have minimum limits of$ 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. n 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. !'age 5 of 17 Fowl l erm Sen tee Muhl-Contractor Aerecment 2022 Ver 3 16A 9 13- n Rrefessional- -lability hall-be ai+stained-by-the-Gentraetor to ernsurc its legal liability for claims arising out of the-perfermaee this AgreemeRt. Coat my as-te-any-€lmms under this-insurance ueh-ihsurance shall-have limits of het-less-than $ each claim-aed-aggrega te- ❑ Cyber Liability: Coverage-shall-have mirn limits of$ per slairrr F. n Pollution Liability : Coverage shall have minimum limits of$ 1,000,000 per claim. 6 [ =Qoverage shall-have-rr R -limits of$ per claim. ❑ -Goverage shall have-minimum limits of$ per-elaira- 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 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 poicies 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 uncer 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 Page 6 of 17 Fixed Term Servrnre Mule-Contractor AL reinvent 2022_Ver 3 16A 9 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 t`iis 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 Road Maintenance 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. 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: Contractor's Proposal, Insurance Certificate(s). I I Exhibit A Scope of Services, Exhibit B Fee Schedule, [ RFP/$j ITB/❑ Gthcr #23-8077 including Exhibits, Attachments and Addenda/Addendum, [ subsequent quotes, and n Other-E*#ib+b'Attaehment: 17, APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give. either directly or indirectly, any favor, gift, loan fee, service or other item of value to any County 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 `irm from contact with Ccunty staff for a specified period of time; b. Prohib tion by the individual and/or firm from doing business with the County for a specified period of time, Page7of17 Fiver)Term tier ice MO u-Comractor Agreement 2022 Ver 3 r �� 16A 9 including but not limited to: submitting bids, REP, 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 rot 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, as well as the requirements set forth in Florida Statutes. §448.095; 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, if applicable, 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(@colliercountyfl.gov colliercountyfl.gov 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 Page 8 of 17 FILM term Sen ice MultrContrartor Agreement 2022 Vera 0 C�' 16A 9 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. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof. because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County'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 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, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County.whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business. corporation, partnership. limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. ■ 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, app lances, construction equipment and machinery and surplus materials. and shall leave the Project site clean. Page 9ot'17 Fiord Term Service Mull+-Contractor Aere mcnt 2022 Vera ��o 16A 9 24. 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. 25. • 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, `ree 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 Wort 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. 26. III 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, Con:ractor 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 27. ', 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 to Contractor Page 10 or 17 T nMTerm Sen ice Multi-Cuniractnr Agreement 2022 Vet.3 h�� 16A 9 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. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/mate-ials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County 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 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 modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. 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. 32. 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. 33. 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 Page II (I 17 FicvU Term Set,to tvt,Ih-Contractor Agreement 2022_Ver.3 16A 9 or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. Li KEY PERSONNE he Contraotor=s-personnet-and-management-to-be-eti#ized-for this-projeet-shall-be-knowledgeable in their areas-of-expertisc. The-County-reserves-the right-to-peffer -investigations-as-may--e-deemed necessary to ensure that competent persons-will-be-utiiized-in-the-per#ermance of the Agreement. The Contraetef-shal ssign as-+nany-peop to he seP flees--en ch person assig itable-ter-an-amount of time adequate-to-meet the required service ge Key Personnel unless th raet: (1) Proposed replacements have substantially the same or better-qualifications and/or experience. (2) that the County is notified-in writing as far in advance as possible- The Contraote mercia to-noti#y-Collier Co ty-within seven-{ -days of the change. The County-retains-final-appceval-e#-pfepesed-replacement personnel. III 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 ut lized 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. 35. (i, 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. I I ARDER-OF--P €CEOENCE4Gra-nt-€ended).- n-the-event-af any-son#liGt-between or amon he-Gentfact Documents and/or the County's Beare-approved Cxeeu ms-e-the-Agreement-shall-take-precedence-over the-terms of all-ether Gentfact Documents-,except-the-terms-ef-any-Supplemental-Cenditions-shall-take pfeeedeneever-the-Agreement--T-o-thc extent any-son et—in-the terms of the Contract Documents-eannot be ref.olved-by-appieatien--ef. the Supplemental-Gond+tior s-if any--of the—Agreement, the conflict shall b s or costly p entr-Gt-Doekimcnts upon-theFinty-' iseretion- 36. 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. 37. 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 Pop: 1201.17 t'.sed Tenn Srrviee•Muln-C'ontractor Agreement 2022_Ver 3 1 6 A 9 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 I mited 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 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. 38. V SAFETY. All Contractors and subcontractors performing service for Collier County are requ.red 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) Pace 13of'17 Ftud Tenn Service Mulu-Contrnctor Aerccmrnt 2022_Ver 3 16A 9 IN WITNESS WHEREOF, the parties hereto, by an authorizec person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K, Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA Court and Comptroller - By: ' By: -- Rick LoCastro , Chairman Dated: ► , a 1 . (SEA ) 'est a to Cha rman's ifws. si;nature anly Contractor's Witnesses: DEANGELO CONTRACTING SERVICES LLC Contractor DBA %r Co rector's First Witness gnature t I (-ri. ) s' r-1 nrgr�lff,,-i }-��,, TTj(1.4 pe/print signature and titleT TType/ rint witness name's' Contr cCor's S nd Wit ess e i-Kr7 J)c) TTyp /print witness name App ved as to Form and Legality: y ' L . \ ftt:0A- County Attorney 1 1 -1 r.r"yisk Print Name Page 14 of 17 Faxed Term Service Muhi•ronunetor Agreement 2022_Ver 3 ' •/145 k+'' �0 CG 16A 9 Exhibit A Scope of Services E following this page (pages 1 through 8 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Vcr.3 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" EXHIBIT A SCOPE OF SERVICES The services provided throughout this Agreement shall be awarded on a Primary/Secondary basis for Work Areas 1-3 and Other Work Areas as follows: Primary Contractor: DeAngelo Contracting Services LLC Secondary Contractor: Superior Landscaping& Lawn Service inc. BACKGROUND The Road Maintenance Division utilizes contractual services in managing various types of aquatic vegetation in canals, ditches, lakes, ponds, and along shorelines throughout Collier County. The Division previously issued chemicals to the Contractor(s) as work assignments were issued. The new Agreement(s) will require the Contractor(s)to purchase and supply the chemicals to treat the vegetation as part of the maintenance service. DETAILED SCOPE OF WORK The awarded Contractor(s) shall maintain exotic and nuisance shoreline vegetation, submersed vegetation, floating plants, and other species. Other services may include vegetation trimming or removal such as, but not limited to,trees.brush,and shrubs,grasses,debris/trash removal. The work area locations may be in the right-of- way,easements,county-owned or operated facilities,residential neighborhoods,preserves,and isolated locations. I. LOCATIONS: The Road Maintenance Division(Division)maintains work areas one(1)through three(3)," as outlined in the "Work Area Details and Map Books", hereby incorporated by reference. The Division may adjust work areas (reducing or adding) to meet maintenance requirements. Service locations, cycles,and acreages may increase or decrease throughout the contract term and subsequent renewals. Other work areas throughout Collier County may be requested by multiple divisions. Work Area 1: Western and Southern Collier County,approximately 201.67 acres. Work Area 2: Naples and North Naples.approximately 242.79 acres. Work Area 3: Immokalee and Eastern Collier County,approximately 578.04 acres. Other Work Areas: Divisions Countywide may request maintenance services using the line items in this section. 2. EXHIBIT B FEE SCHEDULE: Listed below are line items staff can request for services. 2.1. Aquatic Spravin2—Per Acre Unit Price: The aquatic spraying unit price does not include the cost of chemicals. The Contractor will supply the chemicals and reimbursement will be the actual cost of the chemicals plus a 10 percent markup. The Certified Commercial Applicator with Florida Department of Agriculture and Consumer Services(FDACS),Chapter 487 F.S. A licensed applicator can supervise up to 15 unlicensed applicators using Restricted Use Products(RUP). The licensed applicator does not need to be on-site, but they need to arrive on-site in a timely manner, before or during the pesticide use application,and he immediately available by phone. Page 1 of 8 EXHIBIT A—Scope of Services 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 2.1.1.Per Acre includes labor(Licensed Commercial Applicator,Chapter 487 F.S.,crew leader,laborer as required for the worksite), equipment, fuel, materials, overhead, etc., for aquatic spraying activities. 2.1.2.Per Acre with Maintenance of Traffic (MOT)/Temporary Traffic Control (TIC) includes labor (labor includes Licensed Commercial Applicator, Chapter 487 F.S., crew leader, laborer), equipment, fuel,materials,overhead.etc..MOT/TTC, for aquatic spraying activities. 2.1.3.Chemical Markup Percentage: The markup is ten(10%)percent added to the cost of goods;there is no markup on tax or freight. The Contractor is responsible for purchasing and supplying the chemicals (i.e., herbicides, adjuvants) to perform aquatic spraying. Chemical purchases will require the Contractor to submit receipts showing the cost of goods to verify the markup percentage. Failure to provide backup receipts showing the price paid may result in invoice rejection. 2.2. Additional Services— Hourly Unit Price: The unit price includes labor, equipment(such as but not limited to,string trimmers.chain saws,machetes,etc.), fuel,transportation,and MOT/TTC to complete the work.Services may include but are not limited to trimming grasses,brush,shrubs,woody vegetation, debris removal, work area scouting services,site review, recommendations,etc. 2.2.1.Crew Leader/Supervisor: Responsible for supervising and assisting crews. 2.2.2.Laborer& Equipment: Such as,but is not limited to: labor,equipment,materials to trim grasses. brush,shrubs,woody vegetation,and/or debris/vegetation removal using small hand equipment or hand removal. 2.2.3.Crew Leader Supervisor with MOT/TTC: Same description as item 2.2.1 above,with MOT/TTC costs(equipment and setup). 2.2.4.Laborer& Equipment with MOT/TTC: Same description as item 2.2.2. above. with MOT/TTC (equipment and setup). 2.2..5. Licensed Applicator Other: Services may include but are not limited to,site scouting activities, site review, recommendations.etc. 2.2.6. Crew Leader Other: Services may include but are not limited to site scouting activities, site review,recommendations,etc. 2.2.7. Dump Truck with Operator: The unit price includes vehicle and operator fuel, materials, overhead. etc. This line item may be requested in conjunction with removing vegetation to transport cut vegetation or debris to a disposal site. 2.2.8. Grapple Truck with Operator: The unit price includes vehicle and operator fuel, materials, overhead, etc. This line item may be requested in conjunction with removing vegetation and/or debris. Page 2ofS EXHIBIT A—Scope of Ser.ices 0 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 2.3. Material Markup Percentage: The markup is ten (10%) percent added to the cost of goods;there is no markup on tax or freight. Any material purchases will require the Contractor to submit receipts showing the cost of goods to verify the markup percentage. Failure to provide backup receipts showing the price paid may result in invoice rejection. 2.4. Pass-Through Charges: A copy of the receipt is required with invoice submission. The Contractor shall be reimbursed at the actual costs shown on the receipt; there is no markup on pass-through expenses. These charges may include permits,disposal fees,etc. 3. SPECIFICATIONS: Work areas one(1)through three(3)on the EXHBIT B FEE SCHEDULE are treated in cycles. The Division Project Manager or Division Inspector monitors the vegetation in these areas. Depending upon site conditions,the treatment cycles will be adjusted due to seasonal temperatures,growing conditions, site activities, and fluctuating water levels (hinder site access or reduce the effectiveness of herbicides). 3.1. Treatment Techniques: Herbicide treatments are the primary control method and they may include,but are not limited to,low-volume backpack foliar,broadcast(liquid or granular), spot treatments,cut stump treatments, frill or girdle (hack-and-squirt), basal, and poodle cutting. and vegetation trimming and cutting with machetes,string trimmers,or chainsaws before or after the application. 3.2. Equipment: The work to be performed may require the following equipment,such as but not limited to: 4X4 pickup truck,ATV or similar vehicle,watercraft for crew transport and to spray vegetation bordering canals and lakes,airboat equipped with a spray tank or injection system for aquatic operations.backpack sprayers.and string trimmers,machetes.chainsaws. 3.3. Equipment Calibration: Chemical spray equipment that requires calibration must comply with all laws and the manufacturer's instructions that the equipment is calibrated correctly to the manufacturer's specifications. 3.4. Daily Work Report: The Contractor shall email the daily work report to the Division Project Manager and Inspector for inspection purposes. The data is cumulative of all work issued from the Division throughout the fiscal year(October 1"through September 30"). 3.5. Inclement Weather: Email the Division Project Manager and Inspector when services cannot be perfonned due to inclement weather conditions. 3.6. Herbicide Treatments include,but are not limited to,the following types of vegetation: 3.6.1. Floating aquatic plants rooted in the soil are free-floating and moved around by wind and water currents(i.e., water hyacinth and water lettuce). 3.6.2. Submersed aquatic vegetation is rooted in the soil of water bodies. It grows toward the water's surface and sometimes extends a short distance out of the water(i.e.. hydrilla,hygrophilla, and pondweed). 3.6.3. Emergent aquatic weeds are rooted in the soil with their leaves extending above the water's surface(i.e.,cattail,spatterdock,and aquatic grasses). 3.6.4. Ditch bank/shoreline vegetation is terrestrial inhabit,and the species may extend their rhizomes Page 3 of 8 EXHIBIT A—Scope of Services CYO 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" into the water body. The ditch bank refers to the portion from the water's edge to the top of the bank. 3.6.5. Fenceline vegetation is a subset of terrestrial vegetation and includes any plants growing near areas such as,but not limited to. fences,guardrails,and gates. 3.6.6. Other terrestrial vegetation to be treated may include Melaleuca, Australian Pine, Shoebutton Ardisia, Lead Tree,and Lygodium. 3.6.7. Seedlings of some species in mixed plant communities may be hand-pulled to minimize the impact of herbicide on non-target vegetation. 3.7. Herbicide Applications: The applications shall be conducted to protect non-target organisms,crops,the environment, and the public. Herbicide applications shall be carried out consistent with Environmental Protection Agency (EPA) and comply with all regulations set forth by the Florida Department of Agriculture and Consumer Services(FDACS). 3.7.1. The Contractor will strictly adhere to all herbicide label directives for applications,precautionary and safety statements.and will be liable for damages due to an herbicide spill or contamination. 3.7.2. Crews must have access to chemical labels and Safety Data Sheets(SDS)at all times(i.e.storing, transporting,mixing,or applying herbicides). 3.7.3. Transporting chemicals to the application site must be safely stored and securely locked on the transport vehicle during work and whenever the Contractor's staff is absent where the chemicals are located. 3.7.4. Onsite mixing and applications shall comply with the chemical labels. 3.7.5. The Contractor shall be responsible for the systematic/methodical treatment of 100%of target vegetation to prevent re-sprouting. A dead plant does not re-sprout from an original root/rhizome system. All parts of the plant must be dead, not simply defoliated. All control efforts shall be at least 95%effective in preventing the re-sprout of all target vegetation unless specified otherwise by the Division Project Manager. 3.7.5.1. If 100%of the area is not treated with a 95%kill rate,it is the Contractor's responsibility to retreat those non-compliant areas, at no cost to the County. Any delays by the Contractor in retreating non-compliant areas shall be the Contractor's responsibility in treating any new growth in those areas. 3.7.5.2.The Division Project Manager's decision as to the overall effectiveness of the treatment is final. 3.8. Wind Speeds: Herbicide applications are prohibited with wind speeds over 10 miles per hour(mph). The Contractor shall comply with Florida's 5E-2.033 "Organo-Auxin Herbicides: Restrictions and Prohibition," link: https://www.flrules.org/gatewav/RuleNo.asp?id=5E-2.033 3.8.1. Every precaution by the Contractor shall be taken to mitigate herbicide drift. 3.8.2. The Contractor is responsible for restoring damaged areas,at no cost to the County. Page 4 of 8 EXI IIBIT A—Scope of Sem Ices 0 16A t, Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 3.8.3. Follow the most restrictive wind law or policy when conflicting thresholds exist between laws/policies. 3.8.4. The Contractor shall email the Division Project Manager and Inspector when wind speeds are over 10 mph. Photographic evidence of the wind speed meter reading may be required by the Division Project Manager. 3.9. Dissolved Oxygen: (DO): Monitor DO when required by label and follow all label instructions related to DO. The Contractor shall comply with Florida Rule" 62-302.533 "Dissolved Oxygen Criteria for Class 1, Class II, Class ill, and Class IiI-Limited Waters", link: httos://www.flrules.oregatewayfruleno.asp?id=62-302.533 3.10.Re-treatments: The Division may require the Contractor to re-treat an area due to unsatisfactory work performance. For any vegetation treated and still flourishing post-treatment,the Contractor will need to re-treat,at no cost to the County. The Division may require re-treatments to be completed before moving to a new work area. Re-treatments will be inspected. 3.11.Noxious Weed List: Florida Rule:5B-57.007.link: https://www.flrules.org/gateway/RuleNo.asp?title=INTRODUCT ION%20OR%20RELEA SE%20OF% 20PLANT%20PESTS,%20NOXIOUS%20 WEEDS,%20ARTHROPODS%20AND%20BIOLOGiCA L%2000NTROL%20AGENTS&ID=SB-57.007 4. WORK COMMENCEMENT: Work shall commence with the issuance of a purchase order. 5. WORK DELAYS: If there are delays in work,immediately notify the Division Project Manager.and follow up with an email stating the cause of the delay within 48 hours. 6. INSPECTIONS: Onsite inspections may occur to monitor work progress and when the work is completed. The Contractor is to email the Division Project Manager and Inspector via email when completed. Aquatic spraying post-treatment inspections may occur upon notification from the Contractor. 6.1. Work area inspections may occur to ensure treated vegetation is dying; it'the inspection reveals treated vegetation is still flourishing post-treatment. the Contractor will need to re-treat those areas at no additional cost to the County. 6.2. The Division Project Manager or Inspector will notify the Contractor when the finished work fails to comply with the specifications. 6.2.1. The Contractor shall immediately cure the deficient work, ensuring it complies with the specifications. 6.2.2. Upon completing the deficient work, the Contractor Tall notify the Division Project Manager and inspector when ready for re-inspection. 6.2.3. The Division may make a final inspection of the work or request photographic evidence. The Division will inform the Contractor of any necessary repair work not completed. 6.2.4. The Contractor shall immediately complete all incomplete work and arrange for another re- inspection. Page 5 of 8 EXHIBIT A—Scope of Services !,�17 t6A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 6,2.5. There will be no cost to the County for the Contractor to correct deficient work. 7. LICENSES AND CERTIFICATIONS: The Contractor shall have and maintain through the life of the contract the following valid and current insurances,licenses,and certifications as required by statute,law,and administrative rules during the contract term, renewals, and extensions. The Contractor is responsible for emailing the Contract Administration Specialist and the Division Project Manager within 24 hours of the renewal. 7.1. Valid Florida Department of Agriculture and Consumer Services (FDACS) Certified Commercial Pesticide Applicator License per Chapter 487 F.S.in the category of Aquatic Pest Control. 7.2. Valid Maintenance of Traffic (MOT) or Temporary Traffic Control (TTC), Intermediate Level Certification. 8. CONTRACTOR PERFORMANCE: The Contractor shall perform the activities described in the Scope of Work and specifications safely, properly, and satisfactorily. The Contractor agrees it has the financial capabilities and resources to perform the work by accepting this Contract. The Contractor shall immediately notify the Division's Contract Admin.strator in writing if its ability to perform the work under the Contract is compromised in any manner. 8.1. The Division Project Manager may utilize the Secondary Contractor if the Primary Contractor cannot perform all the work requested. If the Primary Contractor continually fails to perform the services requested,their Contract may be terminated,and the Secondary Contractor will assume all work under the terms of the Contract. During any notice of default. breach,or suspension,the Division shall have the full authority to utilize the Secondary Contractor as the Primary Contractor. 9. KEY PERSONNEL: Contact information must be provided to the Contract Administration Specialist before the contract kick-off meeting. The information must include names with titles. emails, business, and cell phone numbers. 9.1. Key Personnel employees must be English speaking to effectively communicate with the Division staff. 9.2. In the absence of key personnel. the Contractor shall notify the Division Project Manager with substitution personnel and provide their names and contact information via email. 9.3. The Division reserves the right to remove key personnel from the Contract that fails to communicate with staff effectively. 10. MEETINGS: Either party may request meetings throughout the contract term, requiring mandatory attendance, There are no additional costs to the County for contractual meeting discussions. 11. UTILITIES: The Contractor shall be responsible for exercising precautions while working near utilities; therefore, before digging,the Contractor must call Sunshine 811 at 811 or 800-432-4770. Monday—Friday from 7:00 a.m.—5:00 p.m. Sunshine 811 needs two(2) full business days' notice.Any damage to utilities is the Contractor's sole responsibility and at no cost to the County. 12. DAMAGES: it shall be the Contractor's responsibility to exercise care and protect all native vegetation at the project site. The Contractor is responsible for restoring or replacing all damaged native vegetation to the satisfaction of the Division Project Manager,at no cost to the County where the Contractor's control operations occurred. Page 6 of 8 EXHIBIT A—Scope of Services �O C 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 12.1. Any damages by the Contractor's crews shall be repaired or replaced at the sole expense of the Contractor within 10 calendar days from the date of damage. 12.2. It shall be at the Division's discretion to withhold estimated damage repair/replacement costs from an invoice until said repairs are completed and accepted. 13. PESTICIDE APPLICATOR RECORDS: Upon written request by the Division. the licensed applicator shall make available the records required to be maintained under the Florida Administrative Rule for "Pesticide Applicator Records"and shall permit the Division to have access and copies of the records. The original records shall be maintained by the licensed applicator. All records shall comply with the rule, link: https://www.flrules.orelgateway/RuleNo.asp?I D=5E-9.032 14. CLEAN UP: The Contractor is responsible for removing herbicide containers and associated debris from the worksite. The Division Project Manager will notify the Contractor to return to the worksite the same day to remove the debris. 15. MAINTENANCE OF TRAFFIC (MOT)/TEMPORARY TRAFFIC CONTROL (TIC): MOT/TTC is the Contractor's responsibility when applicable.The Contractor is responsible for setting up and maintaining MOT/TTC while performing services in the right-of-way and roadways. 15.1. MOT/TTC is a requirement for the safety and protection of the Contractor's employees and traveling public during services. It is the Contractor's sole responsibility for safety in the work zone. 15.2. MOT/TTC shall conform to the current edition of the FDOT's Standard Plans for Road and Bridge Construction. Index 102. Design Standards Index 600 series, link: https://www.fdot.gov/design/standardplans/sprbc.shtm, and The Manual on Uniform Traffic Control Devices(MUTCD),link: https://mutcd.fhwa.dot.gov/index.htm. 15.3. The Contractor is authorized to subcontract MOT/TTC.It is required that the subcontractor have current FOOT-approved Maintenance of Traffic or Temporary Traffic Control, Intermediate Level, Certification. 15.4. The Contractor's employee or Contractor's subcontractor is responsible for the MOT/TTC plan and equipment setup and shall have current FOOT-approved certification in their name. They must be readily available within twenty(20)minutes of the initial contact by County staff to address work zone safety issues. 15.5. MOT/TTC setup that does not comply with FOOT standards, the Contractor will need to cease operations until MOT/TTC is correct per the 600 series design standard. 16. WORK ZONE SAFETY: Contractor shall use caution while working in County Right-of-Way and roadways. The Contractor shall use caution while working in or around County-owned or operated facilities, right-of-way,sides of right-of-way, and roadway medians. When working within a right-of-way(i.e.,roads, sidewalks,bike paths.etc.)Follow applicable FOOT and/or MUTCD requirements,such as but are not limited to: 16.1. American National Standards Institute/International Safety Equipment Association(ANSVISEA)Class 2 or 3 Vests.T-shirts.or similarly labeled garments depending on the time of day. 16.2. Appropriate work zone signage, cones, barricades or barrels, arrow panels, flagging personnel, and stop/slow paddles.where necessary.required by law or the BCC. Page 7 of 8 EXHIBIT A—Scope of Services 16A 9 Invitation to Bid (ITB) "AQUATIC VEGETATION MAINTENANCE" 16.3. An applicable work zone(Maintenance of traffic)plan based on FDOT and/or MUTCD designs on site. 16.4. The Contractor will maintain access for residents and commercial properties with minimal delays to the traveling public. 17. UTILITIES: The Contractor shall be responsible for exercising precautions while working near utilities. Before digging,the Contractor must call Sunshine 811 at 81 I or 800-432-4770, Monday—Friday from 7:00 a.m. — 5:00 p.m. Sunshine 81 I needs two (2) full business days' notice. Any damage to utilities is the Contractor's sole responsibility and at no cost to the County. 18. WORK HOURS: Monday through Friday from 7:00 a.m. to 5:00 p.m. The Contractor may request permission front the Division Representative to work outside the daytime hours and workdays. There is no additional compensation for working on weekends,holidays,or evening hours. 19. PRICE MODIFICATIONS: Price increase requests may be submitted annually (365 days from the agreement anniversary date). 19.1. Submit price increase requests in writing by email to the Contract Administrator no less than 30 days before the annual contract anniversary date for consideration. Price increase requests review may take over 60 days to complete.Retroactive price adjustments are not authorized. 19,2. Contractor shall provide supporting documentation justifying price increases (examples: Bureau of Labor Statics,supplier material agreements, fuel increases,etc.). If there is no documented proof, price increases will not be considered. 19.3. Contract Administrator shall analyze prices to determine whether increases are fair and reasonable using the following methods:price competition,market prices, historical prices,or independent estimates. 19.4. Contractor shall continue to fill all purchase orders received at the current agreement prices during the review process. 19.5. The Procurement Director has the authority to approve price adjustments in accordance with the Procurement Ordinance, as amended. The EXHIBIT B FEE SCHEDULE shall be modified with the price increases and uploaded into the County's Finance system, in accordance with Procurement policies and procedures. 19.6. Price increase requests are not guaranteed.If approved,the Procurement Director or designee will notify the Contractor in writing with the effective date of any approved price increases. 20. COMPENSATION: 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". 20.1. Invoices may be rejected for inaccurate information and documentation. 20.2. Invoices shall include the Division Name.Contract Number.Purchase Order Number,and itemized line item. 20.3. Backup documents. Page 8 of 8 EXHIBIT A—Scope of Services Go0 16A 9 Exhibit B Fee Schedule following this page (pages 1 through 4 ) Page 16of17 Fired Term Service Multi-Contractor Agreement 2022_Vcr.3 0 16A 9 Invitation to Bid(ITB)#23-8077 "Aquatic Vegetation Maintenance" EXHIBIT B FEE SCHEDULE (Primary Contractor) DeAngelo Contracting Services LLC Work Area 1: Western & Southern Collier County Aquatic Spraying The aquatic spraying unit price does not include the cost of chemicals.The Contractor will supply the chemicals and reimbursement shill be the actual cost of the chemicals plus a 10 percent markup. Item Description UOM Unit Price Per Acre includes labor(Licensed Commercial Applicator,Chapter 487 1.1 F.S.,crew leader,laborer as required for the worksite).equipment.fuel. Per Acre $ 234.00 materials,overhead.etc.. for aquatic spraying activities. Per Acre with Maintenance of Traffic(MOT)/Temnorary Traffic Control I (ITC)includes labor(labor includes Licensed Commercial Applicator. Per Acre $ 308.00 Chapter 487 F.S.,crew leader,laborer).equipment,fuel,materials, with TTC/MOT overhead,etc..MOT/TTC,for aquatic spraying activities. Chemical Markup Percentage is 10%. Added to the cost of goods;there is no markup on tax or freight The Contractor is responsible for purchasing and supplying the chemicals(i.e.,herbicides,adjuvants)to perform aquatic spraying. Work Area 1: Additional Services Additional Services: The unit price includes labor,egwpiicnt(such as but not limited to,string trimmers. chain saws,machetes,etc.),fuel,transportation,MOT/TFC to complete the work Item Description 'OM Unit Price 1.3 Crew Leader/Supervisor I lourly $ 46.00 1,4 Laborer&Equipment Ilourly $ 54.0(1 1,5 Crew Leader/Supervisor w/MOT I lourly $ 67.00 1.6 Laborer&Equipment w/MOT I lourly $ 122.00 1.7 Licensed Applicator Other I lourly $ 42.00 1.8 Crew Leader Other I lourly $ 46.00 1.9 Dump Truck with Operator Hourly $ 90.00 1.10 {:grapple Truck with Operator hourly $ 90.00 Material Markup Percentage is 10% The markup is ten,10%)percent added to the cost of goods;there is It'; no markup on tax or freight Pass Through Costs: These charges may include permits disposal fees,etc.and reimbursement is at the actual costs shown on the receipt;there is no markup on pass-through expenses Page 1 of 4 16A 9 Invitation to Bid (ITB)#23-8077 "Aquatic Vegetation Maintenance" EXHIBIT B FEE SCHEDULE (Primary Contractor) DeAngelo Contracting Services LLC Work Area 2: Naples and North Naples Collier County Aquatic Soravine,: The aquatic spraying unit price does not include the cost of chemicals.The Contractor will supply the chemicals and reimbursement will be the actual cost of the chemicals plus a 10 percent markup. Item Description ITONI ('nit Price Per Acre includes labor(Licensed Commercial Applicator,Chapter 487 2.I P.S.,crew leader,laborer as required for the worksite),equipment,fuel, Per Acre $ 234.00 materials,overhead.etc., for aquatic spraying activities. Per Acre with Maintenance of Traffic(MOT)n'emnorary Traffic Control 2 (TIC)includes labor(labor includes Licensed Commercial Applicator. Per Acre S 308 00 Chapter 487 F.S.,crew leader,laborer),equipment,fuel,materials, with TTC/MOT overhead,etc..MOTffTC.for agt.atic spraying activities. Chemical Markup Percentage is 10% Added to the cost of goods:there is no markup on tax or freight. The Contractor is responsible for purchasing and supplying the chemicals(i.e.,herbicides,adjuvants)to perform aquatic spraying *t _ Work Area 2: Additional Services Additional Services. The unit price includes labor,equipment(such as but not limited to,string trimmers. chain saws,machetes,etc.),fuel,transportation,MOT/TTC to complete the work Item Description 11Osl Unit Price 2.3 Crew Leader/Supervisor I burly $ 46.00 2.4 Laborer&Equipment I burly $ 54.00 2.5 Crew Leader/Supervisor w/MOT hourly $ 67.00 2.6 Laborer&Equipment w/MOT Iltturly $ I22.00 2.7 Licensed Applicator Other I burly S 42.01) 2.8 Crew Leader Other dourly S 46.00 2.9 Dump Truck with Operator Hourly S 90.00 2.10 Grapple Truck with Operator Hourly $ 90.00 Material Markin'.Percentage is 10% The markup is ten[10%)percent added to the cost of goods;there is no markup on tax or freight. Pass Throueh Costs. These charges may include permits,disposal fees,etc and reimbursement is at the actual costs shown on the receipt,there is no markup on oass•through expenses. Page 2 of 4 16A 9 Invitation to Bid(ITB)#23-8077 "Aquatic Vegetation Maintenance" EXHIBIT B FEE SCHEDULE (Primary Contractor) DeAngelo Contracting Services LLC Work Area 3: Itnmokalee& Eastern Collier Collier County Aquatic Snravine, The aquatic spraying unit price does not include the cost of chemicals.The Contractor will supply the chemicals and reimbursement sill be the actual cost of the chemicals plus a 10 percent markup Item Description CO'1 [nit Price Per Acre includes labor(Licensed Commercial Applicator,Chapter 487 3.1. P.S.,crew leader,laborer as required for the worksite),equipment,fuel, Per Acre 5 234.0i) materials,overhead,etc., for aquatic spraying activities. Per Acre with Maintenance of Traffic(MOT1' emporary Traffic Control 3 2 (TTCZ includes labor(labor includes Licensed Commercial Applicator, Per Acre ,t)y Ot) Chapter 487 F.S.,crew leader,laborer).equipment. fuel,materials, with TTC/M()1 overhead,etc..MOT/FTC,for aquatic spraying activities. Chemical Markup Percentage is 10% Added to the cost of goods,there is no markup on tax or freight The Contractor is responsible for purchasing and supplyir g the chemicals(i.e.,herbicides,adjuvants)to perform aquatic spraying. Work Area 3: Additional Services Additional Services: The unit price includes labor,equipment(such as but not limited to,string trimmers. chain saws,machetes,etc.).fuel,transportation,MOT/1'1C to complete the work. Item Description 110M Unit Price 3.3 Crew Leader/Supervisor Hourly $ 46.00 3.4 Laborer&Equipment Hourly $ 54.00 3.5 Crew Leader/Supervisor w/MOT Hourly S 67.00 3.6 Laborer&Equipment w/MOT Hourly S 122.00 3.7 Licensed Applicator Other Hourly S 42.00 3.8 Crew Leader Other Hourly $ 46.00 3.9 Dump Truck with Operator Hourly $ 90.00 3.10 Crappie Truck with Operator Hourly S 90.00 Material Markur+Percentage is 10°/Q The markup is ten i 109'°)percent added to the cost of goods.that:is no markup on tax or freight Pass Through Costs. These charges may include permits disposal fees.etc and reimbursement is at the actual costs showm on the receipt:there is no markup on pass-through expenses Fn' Page 3 of 4 16A 9 Invitation to Bid(ITB)#23-8077 "Aquatic Vegetation Maintenance" EXHIBIT B FEE SCHEDULE (Primary Contractor) DeAngelo Contracting Services LLC Other Work Areas: Divisions Countywide Aquatic Snraving The aquatic spraying unit price does nat include the cost of chemicals.The Contractor will supply the chemicals and reimbursement will be the actual cost of the chemicals plus a 10 percent markup Item Description COI I"nit l'ricc Per Acre includes labor(Licensed Commercial Applicator,Chapter 487 0.1 F.S.,crew leader,laborer as required for the wvorksite),equipment.fuel, Per Acre S _13-1.0 materials,overhead.etc.,for aquatic spraying activities. Per Acre with Maintenance of Traffic(MOT)rTemporary Traffic Control (TTCI includes labor(labor includes l.icensed Commercial Applicator. Per Acre l)`tl() O'2 Chapter 487 F.S.,crew leader,laborer),equipment,fuel,materials, with TTC/MO I overhead,etc„MOT/ITC,for aquatic spraying activities. Chemical Markup Percentage is 10''A Addend to the cost of goods;there is no markup on tax or freight. The Contractor is responsible for purchasing and supplying the chemicals(i e,herbicides,adjuvants)to perform aquatic spraying. Other Work Areas: Additional Services Additional Services. The unit price includes labor,equipment(such as but not limited to,string trimmers. chain saws,machetes,etc.).fuel,transportation.MOT/ITC to complete the work. Item Description liOM9 Unit Price 0.3 Crew Leader/Supervisor 1 burly $ 46.00 0.4 Laborer&Equipment Hourly $ 54.00 0.5 Crew Leader;Supervisor w/MOT Hourly $ 67.00 0.6 Laborer& Equipment w/MOT Hourly S 122.00 0.7 Licensed Applicator Other Hourly $ 42.00 0.8 Crew Leader Other Hourly $ 46.00 0,9 Dump Truck with Operator Hourly $ 90.00 0.10 Grapple Truck with Operator Hourly S 90.01) Material Markus Percentage is 10% The markup is ten 110%)percent added to the cost of goods,there is no markup on tax or freight. Pass Thwueh Costs. These charges may include permits,disposal fees,etc and reimbursement is at the actual costs shown on the receipt;there is no markup on pass-through expenses Prices shall remain firm for the first year(365(las)of this contract. Page 4 of 4 16A 9 Other Exhibit/Attachment Description: IT following this page (pages through C this exhibit is not applicable Page 17 of 17 rived term Service Multi-Contractor Agreement 2022_Ver.3 Gt''CD _ 16A 9 AC�S DATE iMMIDOIYYYY) 1._.� CERTIFICATE OF LIABILITY INSURANCE 3/14/2023 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 endorsemenl(s). PRODUCER CONTACT NAME: Kevin Roof Assurance,a Marsh&McLennan Agency LLC company PHONE 312 625 5948 FX 847 440-9116 20 N Martingale Road (ac,No.ExU.( ) . (ANC,No) ( ) . EMAIL Suite 100 ADDRESS: Kevin.RooR§MarshMMA.com _ Schaumburg IL 60173 iNSURER(S)AFFORDING COVERAGE NAICA INSURER A:Starr Indemnity and Liability __ 38318 INSURED SEVEISL-02 INSURER B:INDEMNITY INS CO OF NORTH AMER _�, � 43575 100 North Contracting Services, LLC INSURER C:HDt Specialty Insurance Compan 16131 100 North Conahan Drive _ — 16131 . Hazleton PA 18201 INSURER D:Endurance American Insurance C 10641 INSURER E:Endurance American Specialty I 41718 INSURER F. CAPITOL SPECIALTY INS CORP 10328 COVERAGES CERTIFICATE NUMBER:1761964770 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. INSR TYPE OF INSURANCE AODL SUER POLICY EFF POLICY EXP LIMITS LTR INSO WVD POLICY NUMBER (MMIDD/YYYY) (MMIDO/YYYY1 A X ;COMMERCIAL GENERAL LIABILITY ' Y ' 1000025924221 11/1/2022 11/112023 'EACH OCCURRENCE 'S 2,000,000 ' CLAIMS-MADE LX OCCUR i DAMAGE TO RENTED i 1 PREMISES(Ea occurrence) S 500.000 X DEG 500.000 1 MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY $2,000,000 GENT.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 54,000,000 I -5(- EC �POLICY PRODUCTS 34,000,000r .IT OTHER: S A AUTOMOBILE LIABILITY 1000672941221(AOS) 11/1/2022 11/1/2023 (teg=dE INGLELIMIT 32.000,000 A 1000672978221(MA Only) 11/1/2022 11/1/2023 X I ANY AUTO BODILY INJURY(Per person) 5 OWNED ' SCHEDULED - -"------ - AUTOS ONLY __ AUTOS 8001LY INJURY(Per accident) S DAMAGE X HIRED X NON-OWNED --PROPERTY DAMAGE 5 AUTOS ONLY AUTOS ONLY ( 4Per acodent) • I 5 B X i UMBRELLA LIAB X OCCUR XS0001135 22 11/1/2022 11/1(2023 I EACH OCCURRENCE I S 3.000,000 C CLXD5897400S 11/1/2022 11/1/2023 r L0 I EXCESS LIAB CLAIMS-MADE EXC30026857700 11/1/2022 11/1/2023 tAGGREGATE 53,000,000 I DEO I I RETENTION S Sr1 ADDITIONAL LAYERS 5 SEE REMARKS A WORKERS COMPENSATION 100000482503 AOS) 11//2022 11/1/2023 iX I STATUTE I ERH A ,AND EMPLOYERS'LIABILITY YIN 100000482601(FL.MA) 11/1/2022 11/1/2023 k ANYPROPRIETOR/PARTNERIEXECUTIVE I El.EACH ACCIDENT 51 000,000 OrFICERJMEMBEREXCLUDED9 I . f NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 i If yes,describe under DESCRIPTION OF OPERATIONS below , E.L DISEASE•POLICY LIMIT 51,000,000 E 1 Prof Liabla1IF'ollutmn PNV10015266701 11/4/2022 11/1/2023 ProfOcc/Agg S5,000,000 F i Excess Pol ution EX20210970-02 11/42022 11/1/2023 Poll Oc 1AAppgg I S5,000,000 XS Poll OccIAgg 55,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached If more space is required) First Excess Pettey(XS000113522)Limits:Each Occurrence-$3,000,000:Aggregate-$3,000,000 Second Excess Policy(C1_XD5897400S)Limits.Each Occurrence-S3,000,000:Aggregate-$3,000,000 Third Excess Policy(EXC30026857700)Limits:Each Occurrence-$2,000.000.Aggregate-$2,000,000 Re:Project#23-8077-Aquatic Vegetation Maintenance It is agreed that the following are added as Additional Insureds,when required by written contract,on the General Liability and Automobile Liability on a primary and non-contributory bass with respect to operations performed by the Named Insured in connection with this project. See Attached... 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 Board of County Commissioners 3295 Tamiami Trail East AU ORIZED REP ESENTATIVE Naples FL 34112 41988-2015 ACORD CORPORA I ION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16A 9 Ir . AGENCY CUSTOMER ID: SEVEISL-02 LOC Si. AC.RU ADDITIONAL REMARKS SCHEDULE Page 1 of _ AGENCY NAMED INSURED Assurance,a Marsh&McLennan Agency LLC company DeAngelo Contracting Services,LLC 100 North Conahan Drive POI Ir v N11MnFR Hazleton PA 18201 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Collier County Board of County Commissioners,or Board of County Commissioners in Collier County,or Collier County Government or Collier County If the above policies are cancelled by the Company or by the insureds,other than for nonpayment of premium,notice of such cancellation will be provided to the certificate holder at least 30 days in advance of the cancellation effective date. If the above policies are cancelled for nonpayment of premium,notice of such cancellation will be provided to the certificate holder al least 10 days In advance of the cancellation effective date. ACORD 101 (2008101) CC 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16A 9 COMMERCIAL AUTO Starr Indemnity & Liability Company SICA-1016(0620) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AUTOMATIC STATUS AMENDATORY ENDORSEMENT Policy Number: 1000672941221 Effective Date: 11/01/2022 Named Insured: DeAngelo Contracting Services, LLC This endorsement modifies the insurance coverage form(s) listed below that have been purchased by you and evidenced as such on the Declarations page. Pleasa read the endorsement and respective policy(ies)carefully. AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM It is hereby agreed that SECTION II — COVERED AUTOS LIABILITY COVERAGE. A. COVERAGE, 1. Who Is An Insured of the Business Auto Coverage Form and Motor Carrier Coverage Form, and SECTION I — COVERED AUTOS COVERAGES, D. Covered Autos Liability Coverage, 2. Who Is An Insured of the Auto Dealers Coverage Form are amended to include the following: Any person or organization whom you become obligated to include as an additional insured under this policy, as a result of any wntten contract or written agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered"auto". However,the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by such written contract or written agreement. All other terms and conditions of this Policy remain unchanged. SICA-1016 (0620) Copyright Starr Indemnity & Liability Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 16A 9 POLICY NUMBER: 1000025924221 COMMERCIAL GENERAL LIABILITY CG20371001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract Location And Description of Completed Operations: Where required by written contract Additional Premium: Included (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products-completed operations hazard". CG 20 37 10 01 ©ISO Properties, Inc., 2000 Page 1 of 1 U 16A 9 POLICY NUMBER: 1000025924221 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection shown in the Schedule, but only with respect to with such work, on the project (other liability arising out of your ongoing operations than service, maintenance or repairs) performed for that insured. to be performed by or on behalf of the B. With respect to the insurance afforded to these additional insured(s) at the site of the additional insureds, the following exclusion is covered operations has been completed; or added: (2) That portion of"your work" out of which 2. Exclusions the injury or damage arises has been This insurance does not apply to"bodily inju- put to its intended use by any person or Ty"or"property damage"occurring after: organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 10 01 ©ISO Properties, Inc., 2000 Page 1 of 1 [] MULTI-CONTRACTOR AWARD AGREEMENT # 23-8135 for Exotic and Nuisance Vegetation Removal THIS AGREEMENT, made and entered into on this alt day of Pia z r&k 20 24 , by and between DeAngelo Contracting Services LLC authorized to do business in the State of Florida, whose business address is 100 N Conahan Drive, Hazelton, PA 18201 , (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; OF—-en- , and terminating three ( 3 ) year(s) from that date or until all outstanding ■ Purchase Order(s) Wer-k-Order{e) 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 ("Purchase Order ( INetise-to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Li Request-for Propesa-H-R 1a) n 4evitation-to-Bid--(ITB) (1 Other: Invitation for Qualification ( IFQ )# 23-8135 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. n 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 Page 1 of 36 Multi-Contractor Award Agreemen .r~ [2023_ver.2] compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 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 • The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. The-procedure--fer-ebtaf+fg-Aierk-ethisreoment is outlined in LI (Alec Ex-hit Attaehmcnt: 3-4 [ The-Geunty-reserves the right-te-specify-if a Gtions: t ie-per-ied of-eomplctiecollection-of-1iquidated-damages in the-event of late-sc letiea--er}d-the P-rice-Met odelogy-selec-led-ie-4-4- 4 THE AGREEMENT SUM. 111111 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. Contractor's quoted-prices-shall-be-based-on-Exhibit-B-Fee-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". n The-County-shall pay-the Gentrastef-#ef the perfefaaee-ef-this Agreementen-estimated ma-x+mum-amount-of (S ), per County-#is ai-year, ork-performed-pursuant-te-ti=te-quoted-price-o#efed-by the Contractor in response to a specific Request-for-Quotations-and-the-Pfise-Methodology as-defined-in-Section--4-1-- n ContraeteFLs-quoted-prices shall-be-based-on-€-xhtb+t-B--Fee Schedule-Payment will be made--upon receipt--sf-a-proper-if} Vey the-Counfy's-Contrast-Administrative Agent/Project-Manager, -and in cernp1iae6e-with Chapter 218, Fla. Stats--otherwise-known-as-the"L-eeal-Government-P-rompt-Rayment Act". 4.1 Price Methodology (as selected below): III 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. Time-and-Materials: The County-agrees-to-pay-the contrastef-for the amount of-caber time spent-by-the-eentfaetor-s-employees and subs the-We of hours-tifnes-heufly-rate)-and for materials-and-equipment-used--in-he project (cost of materials-plus the contractor's mark pT-his-methodology-is-generally-used-in-projects in Page 2 of 36 Multi-Contractor Award Agreement "7\ [2023_ver.21 which it-is-met--possible-te accurately-estimate-the-size of the project-even it is-expeeted Abe--a euld-meet-likely-charge--As a general business-practice; th000e-contrasts include back-+gyp-desame+ tatierg-of-Bests;-ieucises-would-include-number of he fs-Worked-and-billing-rateby--pesitie + Eand-not-ea tpany-(er-sobsentractor)timekeeping or-payroll rceerdc), material or equ+prne+ veiees-and other-feirribureable-dee-e:+mentatien for-the-project. ❑ Unit-Raise=-T-he-Goenty-agrees-to.-pay-a-firm-total fixed--prime-(inelusivc of-all--costs; including--labor materials, equiprr}ertt overhead-etc}-#or-a--repetitive-praduet-er service delivered (i.e. installation-price per--tor'delivery price-per package-er--eart©n-ete-)--The invoice-Faust-identify--the-wit-price and the number of units received (no centrac-teF inventery-err-rest-vefifieation)- 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 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4:5 ❑ Travel-and-Reimbursable-Expenses: Travel-and-Reimbursable-Expenses mast-be-approved-in advance-ire--writing-by-the-County- Travel expenses shall be reimbursed--a& per-Mien 11 061 Pla c+., Rci all be at-the-following-rates,. Mileage $0744.6 per-mile $6-00 Lunch $1-1,00 Dinner $49 00 Airfare Actual-ticket-cost-limited to tourist or ooac-h class fare Rental car Actual-rental-Best--limited to compact of standard-size vehicles Lodging ging-at-single-occupancy rate with-a-sap-of-Re-more than $150.00 per night Parking Actual-cest-ef-parking sine _ Actual cost of either taxi or airport-limousine Page 3 of 36 Multi-Contractor Award Agreement o [2023_ver.2] CP Re rsable-items-et tef-t pn travel expenses-shall-be-limited to the-fellow-ing-teleptaene tang distance charges. fax charges-pheteeepying-charges and-Restage. Reirabtifsable items-will be paid-only after Contractor-has-provided all receipts. Contractor-shall-be responsible-for all other costs and expenses assecia nd-seticitatiens ant. 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 # 85-8015966531C. 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 Contracting Services LLC Address• 14250 Jetport Loop W _ Fort Myers, FL 33913 Authorized Agent: Jarrod DeAngelo, President/Member Attention Name & Title: Eve Doston, Admin Assistant Telephone: (570) 580-9100/ (239) 286-7377 E-Mail(s): research@deangelocs corn /edoston@deangelocs.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: Road Maintenance Division Division Name: Marshal Miller Address. 4800 Davis Blvd Naples, Florida 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone' (239) 252-5591 E-Mail(s): Melissa.Pearson@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. Page 4 of 36 Multi-Contractor Award Agreement o [2023_ver.2] CP" 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, 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 or any other class protected by federal or Florida law. 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. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Page 5 of 36 Multi-Contractor Award Agreement 0 t2023_ver.2 Gt' B. n 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. ■ 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. D- Professional-Liability: S ail-be-maintained--by-tfte-Gontractor-to-ensure-its--legal Liability-for ciairt s aris+ng out of the-perfor-manee-of pr-efessionat-sewises--under this Agreement,--GoRtfactof-waives its-fight of recovery-against-Geuhty-as-to-any-etaims-uRder this-insuranse-Sue-h-insuraneee#al css than$ cash-c-lama afd-aggregate- E n Gyber-Liability:-Coverage shall-have-minimum limits-ef-$- - pef slairrt: F. ■ Pollution Liability : Coverage shall have minimum limits of$ 1,000.000 _per claim/occurrence. I I :-.Coverage shall-have aair�iraau f+ its o€$ per claim/occur-ranee, : Coverage shall-have cinimforf-linaitc of$ per clef mieeeurrcncc. 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 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. Page 6 of 36 Multi-Contractor Award Agreement (2023_ver.2] C,"`, 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 Road Maintenance 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. 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: Contractor's Proposal. Insurance Certificate(s), U Exhibit A Scope of Services, E--xhibit-B-Fee-Se-hedule;( I RFP/n ITB/n Other Invitation for Qualification (IFQ) #23-8135 _, including Exhibits, Attachments and Addenda/Addendum, I■I subsequent quotes and corresponding contract documents, • Exhibit C-1 Public Payment Bond, • Exhibit C-2 Public Performance Bond, I I Exhibit © Release and-A#id-avfl:_-Porn E-xh+bit-E Fore-of Gentraet-Applieatien-far--Payment; I I Exhibit-F Change Order, Exhibite—ef--Substantial--Gomplefien. F Exhibit-1=1 Coc#ficate--of—F4nal Completion; n €x-hibit I - War- any; and n Other Exhibit/Attachment: Federal Contract Provisions and Assurances . 17. APPLICABILITY. Sections corresponding to any checked box (.1) expressly apply to the terms of this Agreement. Page 7 of 36 Multi-Contractor Award Agreementel [2023_ver.21 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, as well as the requirements set forth in Florida Statute, §448.095; 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, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)- (b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestcolliercountyfl.qov 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 Page 8 of 36 Mulb-Contractor Award Agreement 0.° [2023_ver.2] 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. [ BONDS. A. When a construction project is in excess of S200,000, 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. 23. LIQUIDATE-D-DAMAGES The--:GOFFWFIeRcement-Date" stall-be establi --ira-the Notice te-Pfeeeed-to be isaied by the Owner. Ceh enee-the-we w t#in five-(5)calendar-days-fcern-the Cenimencenaent Date—Ne-Wefk-ehalf-be-performed-at--the Page 9 of 36 - --) Multi-Contractor Award Agreemen(" [2023 ver.2},,'-P Project site-ptier-te-the-Commencement Date. Any-Weak-per#er and-by-Csetr ster-prier to th ,,hall be at the sole risk of Contractor. The Work skull--be-s within-the-time-specified-in-the-Request-for Quotation/Scope of Work. The date-ef-substantial-c-ompleti portions-thereef) is the date certified-by the Owner-when-c-enstruetien is sufficiently se h the CoRtraet I oouments, se-Owne Wer-lc-(er-designated--peMens-thereof)- use for+h , n f �G�.er-which it is intended. T-be-Werk-sl}all reach-final-eempletion and-be-ready-for-fina4-.aceepta+ e by Owner-within in the Request for Quetatien/Seape-of-Work., Owner-and-Gent-meter recognize-that-since-time is-of-the essence for any work-under-this Agr-eernentrOwner-will-coffer financial less-if-the-Work is-not-substantially-eernpleted-within the-time-specified-M-the equest-her-Qaetatio►�--should Contractor fail to substantially semplete-the--Work-within}-the-speci#ied-t• I-be entitled to a:cess as liquidated-dareages-but- net as a penalty, the-amount specified-in-the-Request-for Quetatien/Ssope-of-Wrer--for-each-ealendar day-thereafter unto substantial-earepletien.-is aehievcd. The Pr-eject shall be tantially-completed-or e date the Owner-issues a-certificate-of-Substantial Completion-pursuartHe-thefaeteNhereby expressly-waives and-relinquishes any right-whit#-it-may have to seek-to-characterize the above-noted liquidated damages-as-a-penalty--which-the-panties-agree represents a fair and-reasonable estimate of-the-Owner's aettral damages-at-the-tune of contracting if Centraeter-fails-te-substantially c•mplete the Work-in a tirnely-manner-.- Wherr-any--perkd-ef-time-is-re mind-by-days herei^, it „hull-be-eemputed-te-exclude-the first-day and include the last-day-ef-such period--lfthe-last-day-ef-any ouch-period-falls-on a Saturday-er--Sunday or on a day-made-a-legal-holiday-by-the-law-of-the applicable jurisdiction-such day-shall-be-emitted from the computation;-and-the-last-day-shall-beoeme the next succeeding-day-which-is-r et-a-Saturday-Sunday or legal-holiday: 24. l PAXME--NTS. Generally, the Contractor-will-be-paid upon-cempletlen however, for-Work in excess of-hirty-{30) days-the Geatrastof-may-request to-receive Progress-Payments: Subsequent-te-the-first-payment-Gentraeter-+must-provide-Owner-with-a-fully executed Release-and-Affidavit in the-form attached-hereto as Exhibit-D" as-a-sonditien-presecicnt torelease-ef-each-progress-payment. Al-applications-for-payment-whether for-full payment en-a-progress ayment-shall-be-inwvniting and-in substantially-the-form-attaehed-herete as Exhibit''E.'' 25. PAYMENTS WITHHELD. Owner-may-decline to approve-any application-#or-pay+ entT-or pentions-thereof:-because of--defective or-incomplete work, outstanding-punchlist-items; subsequently-discovered evidence-er-subsequent-inspections --The Owner-rnay-nullify-tk�e whole or any part of any-approval for-payment-pfevieusly-issued-arid-Owner-may-withhold any-payments otherwise-due to Contfaeter-under-this-Agreement or any-ether Agreement between--Owner-and Contractor-to- such-extent-as-may-be-necessary-in-the-Owner's opinion-to-protect it from-loss because-e#-(a)-defective Work-net-remedied=(b).4hird-party claims-failed or-reasonable-evidence-indieating-probable•-fling-of-such claims; (c)-failure-of Page 10 of 36 Multi-Contractor Award Agreement O 12023_ver.2l GT Gent er-to-+ ►ake---payreer --property--to-stibeentr oto • equiPme c1)-re seaable-det+bt-th t-the-Work Gon-be-serhpleted-for-the-Maid-batahoe e et easoeable-+rid+sation-that-the-Werk-wil to the-Gentraet Time; (f) unsatisfaetery-presecutien-of-the-Werk--by_the Contractor; or (g) any othef-ma ten al-breaela-ef the-Ge tract-Documents. tf-any-eond+tiens-de -e ieb-er-rerx+eyed-9wner may after tree (3) days wfitter, ..,�, tiee_-eeti#y-fie-same at Contractor's cxpence. Owner-also-r-nay offset agains ems-doe-£entraster-the-anaeur+t-of any- ufdat gati ns of Contractor to Owner, whether relating-to-or-aris+ng--eat-ef this Agreement or-any-ether Agreem r, If a-sttbcontraeter is a related-entity-to-the-Eer►tractor-then-the_Contractor shallark- t+p-the-st+beentraster=s fees. A related entity shall be defined as any Parent-of-Subsidiary of the Company-and-any-business, corporation, partnerehip�-I,nited-liability-company or ether entity-in-which-the-Gertpany-er a Parent er-a-Subsidiary-ef-the-Go+apang-Nolde-. any ew'nelr:.! iN :n er + direetly-er-indirectly- lVl liJ[, 11J-VT-"Ti-T 26. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by Owner in advance. 27 [U 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 Page 11 of 36 Multi-Contractor Award Agreement 12023_ver.21 �q- Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 28. 1 j CHANGES-IN-THE-WORK, Owner-s-haII-have-the-right at-any-time-during-the-progress of the--Wor-k-te--increase-er-decr=sc the Work—Rrerptly-after-being-notif+ed of a charge Gontracter-,,hall-submit-en-itemized estimate of-any eesst-er-4+rc increases-er--savings--it feFe -ae-a- es#-ef-theohangc. Except erg n eh g life or-pr ay; er-ac expressly-set girth-herein;-Fio-addition-er-changes-to-the-Work shall be--made-exeept open-written-order of Owner, and Owner-shall-net-be-liable to the Contractor for any increased cempensatien--wither t tch written-order.—No officer-e+ pleyee-er-went of Owner--is-ai+thenzed-t raged-weri-eraliy-Any--m +cations to-this Agreement shall be-in-eempliance-with the County's Rr e and Prosttref ent-Rrecedjres in-effect-at-the time stye -med+ficatienc are auther+zed- A-Ghartge-Order in the form-art ,q d executed--prernptly- after-an Agreement-is-ranched between cter-and-Owner censer-ning-the-requested changes--Gentfaster-shall-promptly-per#er hanger-authorized by duly executed Change Orders. The Contract-Amount-and Contract Timell-be adjusted in-he-Change Order-in-the manner as-Owflef-aild-Ge tunny-agree- 29. Lf 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. n 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. [ 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, Page 12 of 36 Multi-Contractor Award Agreement PCB [2023_ver.21 G 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. 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. I-1 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-desigeated-portion)-is-subsstantialty-cemptete and request-that-Owner-issue a--Certificate of Substantial-Gemptet+en—With.-.reasonable-time-thereafter, Owner-and Contractor shall make an-inspection of the-Work-(or designated-portion-thereof)-to determine the states-of-semptetien--If-Owner-lees-not consider-the-Work-(or-designated portion)-eubstantiai}y-cemptete�hc Owner shalt-notify Contractor-in-writing--giving the reasons-therefor. If Owner considers-the--Work (or-designated portion bstantiatly eenWete,-Owner-shatt prepare and-deliver-4o-Contractor a Certificate of Substantial-Completion, Exhibit-67-whieh shall fix the-date--of-Substantial--Gomp►etion 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- ter-#rare-the-Wer4--and-Rraject site (or designated p rhea mptet+en;bt t-Owner-shall-allow Contractor-rc.asonablc access-to-complete-or-correct items-on-the-tentative punchlist. Upen-receipt-ofw hat the-Work-is-completed-in accordance with-the Contract Documents and is ready--€er-final-inspeetien-and acceptance, Owner-will Page 13 of 36 Multi-Contractor Award Agreement 12023_ver.21 C make-such ie cctio #e-Work acceptable ad-fly--peFfor- .de+ the-Contract t ptly--issue a Gertifieate-of-Fisat-Get p✓et+ea; Eichit - ending- en-t#e-basis of Owner's olase:vat-lens and-inspections--and the-Oentraster's-certification-that-t pleted-in-accordance-with-the ter+ wand-e ract Docum 're balance-faun-eke-be-due Contraetc -is-dtfc and payable--Final payment-shag-not-become due-and-payable-until 6entrastef subnnits= A The-Rei ace and-Affidavit-in-theExhibit "D. Gonsent of Surety (if applicabie)4e-final-payment G lf-regt iced b wner-ether data-establishing-payment-et`satisfaction-e#-all-obligations; such as receipt-releases and-waivers-of-liens, arising otkef-the-Gentract Dements to the extent-and-in-etch form as-may-be designated-by-Owner: D The-warranty-in-the form attached as-E*hibit! Owner-reserves the righ akc an independent-determination as to-the acceptability of-the Work. Unless and-untit-the Owner is-ser-npletely satisfied-the final-payment shall-net-beseme-due and-payable- 35. n WAR-RANTY, Gontracter-expressly-warfants that-the geeds-materials and/or equipment-cov y-#his-Agreef ent-will conform to the requirements-as-specified, and will be of satisfactory-stater d- efeets-a d sufficient-for the-purpose-intended. Ce e ern- or-ether lien, encumbrance or claim-o€-any--third-pa4y, AT, r'o DEev.ided under this Agreement shall be-provided-in aeeerdanee-with-generauy_accepted profeseienai standerds-fer-the partioular-scrvice hese-warranties-shall-suwive-inspection, acceptance, passage of tit4e and-payment-by-the-Getnty- Contractor further-warrants to the-Geunty-thatall-materials-and-equipment furnished-under the Contract Decuments.shall-be-applied-installed;-sennested, erected, used, cleaned-and conditioned-in-accordance-with- ► livable-manufacturers, fabrioater�-suppliers er--preees, v+dcd for in the Contract 9eeurnents if-within-one-(=1) year after final cempletien-any-Werk is found-to-be-defective-or not an conformance with-the-Gentract Doeureents;-Contraeterahall-cerrestit-pre+Mptly--after-receipt ef-written notice from-the County-Gontraetor-shag-also be responsible-for-and-pay-for replacement-er--repa -rnaterialsar-Work-whiel ay be-damaged as a result of Buell-replacement or repair.-These-warranties-are in additien-te-those--plied-wary-unties te-which-the-Getrnt} is entitled a 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. Page 14 of 36 Multi-Contractor Award Agreement , [2023_ver.2] 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. I`4E-Y PE-RSONNEL T-iae-Cortractor's-personnel,and-management-to be-utilized for-this pfejeet-shall-be-knnowledgeable in their areas-of-expertise---T-he-Geunty--reserves-the-right to pefferm-investiget ens-as-tray-be-deemed ncccssa-ry-tee,:a, k►at-sempetent-pefsens will be utilized-in-the performance of the-Agreement. The Contractor-shall-assign-as many people as necessery-te-oen plete-the-services-en-a-tifnely-basis-aftd-each-pet=son-assigned shall be available for-an-amoun of i e required-sefviee-dates--The Contractor-shall not change-Key-Personnel unless-the-following conditions-are-met: (--) Proposed-replacements-have-substantially-the same--er-bother--goaiificatiefrss--and/eF experience. (2)-that-the-County--is-notified in-writing-as-far-in-advance as possible-The Contractor shall-makelly-Feasenal3le-effarts to notify-Collier-County within-seven (7) days of the change. -The-County--retains final-approval-of-prepesed-replacement personnel: • 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. ORDER-OF-PRECEDENCE In the-event-of-any-conflict-between-or-among-the-terms of-any of the--Con ooufnents-the terms of solicitation-the-Contraotor's-Rrepesal andfor-the-Gaun eafd-approved €xeoutive &matte-the Contract-Doeumen Ball take-precedence- ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take Page 15 of 36 O Multi-Contractor Award Agreement Cry [2023_ver.2] precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 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 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-FMOPSiwcolliercountytl.gov) 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. Collier County Sheriffs Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 44. IIII 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 Page 16 of 36 Multi-Contractor Award Agreement Or 12023_ver.2] 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. [Signature page to follow] Page 17 of 36 Multi-Contractor Award Agreement [2023_ver.2j 04) IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Cietkroo the Circuit Court and Comptroller `0, . • By: = By: ~:� Chris H , hairman Dated: (SEA ) Ltte t, c•to. r n'S jj,,K: �silnatura and Contractor's Witnesses: DeAngelo Contracting Services LLC Contractor Wrej,4,-, L (1 /:ef By: Contra or's First fitness Signature � /i /-�. JOr ) tiarod Oenec, i TType/print sign6ture and titleT TTyyypefp'rint witness nameT •&e./Wia ( Contractor's Second Witness bb// r er1� L_ .)Xtr l r TType/print witness nameT Approved r and Legality: nt Atto ey c Ls Prin N Page 18 of 36 Multi-Contractor Award Agreement GPp [2023 ver.2] Exhibit A Scope of Services C following this page (pages 1 through 5 ) E this exhibit is not applicable Page 19 of 36 Multi-Contractor Award AgreementGI [2023_ver.2] Invitation for Qualifications(1FQ)#23-8135 "Exotic and Nuisance Vegetation Removal" Exhibit A Scope of Services DETAILED SCOPE OF WORK Contractors awarded under this Agreement shall provide exotic, nuisance, and other vegetation control services for departments Countywide. on an "as-needed basis." Management of non-native invasive plants, nuisance, and other vegetation includes mechanical, chemical, and physical methods or a combination of them. The work areas may be in the right-of-way, easements, county-owned or operated facilities, residential neighborhoods, preserves, County owned parks or remote and isolated locations. Contractors performing the work shall follow invasive plant laws as described in the link, https://www.fdacs.gov/Forest- Wildfire/Our-Forests/Forest-Health/Invasive-Non-Native-Plants/Invasive-Non-native- Plant-Laws, and the Florida Invasive Species Council [FISC], current list of Florida Exotic Pest Plant Council [FLEPPC], Category I and II invasive plant species link, https://lloridainvasivespecies.ortt/plantlist2019.cfnt when applicable. 1. Service Requests Contractors shall have the ability,workforce,and equipment to perform the work.Requests may consist of but are not all-inclusive of the following: 1.I. Professional assistance services to provide the most effective methodology to remove and maintain vegetation. 1.2. Removal and/or maintenance of wetlands or cypress preserve vegetation. 1.3. Removal and/or maintenance of storm drains conveyance vegetation(canals,ditches, lakes,etc.). 1.4. Removal and/or maintenance of drainage easement vegetation. 1.5. Removal and/or maintenance of vegetation in County owned or managed properties(preserves,parks,and facilities 1.6. Clear trails in conjunction with exotic plant removal projects. 1.7. Chemical treatments of aquatic emergent, floating,or submersed exotic vegetation. 1.8. Ditch bank/shoreline vegetation extending rhizomes into the water body. 1.9. Professional mangrove trimming. 2. Distribution of Work County Project Manager will request a lump sum quote for each project under the following criteria: 2.1. Projects with a value up to$200,000: 2.1.1. A Summary of Work and Request for Quotation will be sent to all Contractors.Completion time may be specified in the Request for Quotation. 2.1.2. The Division's Project Manager will set the required response time for each project, but the Contractors will be given a minimum of seven (7) calendar days to provide a quote. Other projects may require a longer quoting period to allow for proper coordination.This period may also include a pre-quote meeting. 2.1.3. The Division's Project Manager will review all quotes received by the given due date and may negotiate with the Contractor who submits the lowest quote, if outside the budget. Page 1 of 5 Exhibit A—Scope of Services C1,0 Invitation for Qualifications(IFQ)#23-8135 "Exotic and Nuisance Vegetation Removal" 2.2. Projects with a value over$200.000 up to$500,000: 2.2.1. A Summary of Work and Request for Quotation will be sent to all the Contractors. Completion time may be specified in the Request for Quotation. 2.2.2. The Division's Project Manager will set the required response time for each project, but the Contractors will he given a minimum of fourteen (14) calendar days to provide a quote. Other projects may require a longer quoting period to allow for proper coordination. This period may also include a pre-quote meeting. 2.2.3. The Division's Project Manager will review all quotes received by the given due date and may negotiate with the Contractor who submits the lowest quote, if outside the budget. 2.2.4. Projects over $200,000 shall have a payment and performance bond and shall be provided prior to issuance of a Purchase Order. The payment and performance bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to the County.Completion time may be specified in the Request for Quotation. The County reserves the right to waive any or all these requirements and to separately solicit any job if in the best intere: of the County. Projects exceeding the S500,000 threshold will he formally solicited. 3. Work Commencement The project shall commence upon issuance of a Purchase Order. The Contractor agrees that any Purchase Order that extends beyond the expiration date of the contract will survive and remain subject to the terms and conditions of the contract until the completion or termination of work. 4. Work Hours Monday through Friday from 7:00 a.m.to 5:00 p.m.Contractor may request approval from County staff to work outside the stated hours and workdays.There is no additional compensation for working on weekends,holidays,or beyond the stated hours. 5. Work Schedules The County Project Manager may request work schedules prior to the commencement of services and updates if there are changes in the workdays. (6. Project Specifications County staff will develop a scope of work and specifications to meet the project needs.Listed below are examples of project specifications that may be incorporated in a County Project Manager's or staff's quote requests. The examples provided are not an all-inclusive list of what may be requested. 6.1. Document pre-project and post-project site conditions and adjacent properties with photographic, video, or oth means. 6.2. Global Positioning Sensor (GPS) tracks identifying work completed in the project areas. County staff may request the Contractor to submit GPS file tracks. 6.3. Pursuant to South Florida Water Management District Melaleuca guidelines, felled trees may be neatly stacked with the approval of the County Project Manager(approval will be determined in advance). Page 2 of 5 Exhibit A—Scope of Services c,P° Invitation for Qualifications(1FQ)#23-8135 "Exotic and Nuisance Vegetation Removal" 6.4. Ruts made in the soil must he removed by the vendor. 6.5. The removal of debris,trash,vegetation.hauling away,and disposal at a legal disposal site shall he included in the lump sum price.No debris or vegetation disposal in waterways. 6.6. Installation of turbidity barriers. 6.7. The Contractor may be requested to coordinate work with other Contractors. 6.8. Perform exotic vegetation treatment operations within the right-of-way and/or easements. 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. 6.9.Chemical treatment applications shall be conducted to protect non-target organisms, crops, the environment, and tl public. 6.9.1.Locate and treat 100%of the Florida Exotic Pest Plant Council(FLEPPC)invasive plants listed within the designated work area acres, XNith a minimum of 95%of target plants being killed. FLEPPC link below: https://www.flrules.ore/gatewav/RuleNo.asp?title=INTRODUCTION%200R%2ORELEASE%200F%2 OPLANT %2OPESTS,%2ONOXIOUS%2OWEEDS,%20ARTHROPODS,%20AND%20BlOLOGICAL%2000NTRO L%20 AGENTS&ID=5B-57.007. 6.9.2. Application methods may include foliar spray, spot treatments, frill, and girdle, cut stump treatments. basal bark,poodle cutting,and broadcast(liquid and granular). 6.9.3. Seedlings of'some species in mixed plant communities may be hand-pulled to minimize the impact of herbicide on non-target vegetation. 6.9.4. Herbicide applications shall be carried out consistent with Environmental Protection Agency(EPA)and comply with all pertinent regulations set forth by the Florida Department of Agriculture and Consumer Services(FDACS). 6.9.5. Wind speeds at or exceeding ten(10)miles per hour(mph).The wind speed regulation may apply due to label restrictions or Florida's 5E-2.033 Organo-Auxin Herbicides: Restrictions and Prohibitions rule, link below: https:/Jwww.flrules.org/gateway/RuleNo.asp?id=5E-2.033. 6.9.6. Monitor dissolved oxygen (DO) when required by label and follow all label instructions related to DO. Do not apply herbicides if DO is below three parts per million (3 PPM) or authorized by the herbicide label. 6.9.7.The Contractor is liable for any penalty. fines,or damages resulting from the misuse of herbicides. 6.9.8. Retreatments will be conducted by the Contractor due to unsatisfactory work performance. Any nuisance or exotic vegetation still flourishing following post-treatment will require retreatments, at no cost to the County. 7. I'esticide Application Records Maintain records relating to the application of pesticides and restricted-use pesticides, link: https://www.flrules.org/gateway/RuleNo.asp?1D=5E-9.032.The Contractor shall provide the records at the request of the County. 8. Equipment Staging equipment and vehicles will need advanced approval by the County Project Manager.The work requests may require equipment that is in good working condition.Types of equipment for services needed but not limited to the following: 8.1.1.Small equipment:chainsaws. machetes, string trimmers,and brush trimmers. 8.1.2. Heavy equipment:cranes,bucket trucks,ditch witch,excavator,mulching head.etc. 8.1.3. Watercraft/Airhoat. 8.1.4. Backpack sprayers for applying herbicides. 8.1.5. Heavy-duty composite protection mats,such as Dura-Base mats, for accessing environmentally sensitive locations with minimal surface and soil disturbance. Page 3 of 5 Exhibit A—Scope of Services Ci0 Invitation for Qualifications(IFQ)#23-8135 "Exotic and Nuisance Vegetation Removal" Contractor must 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. County staff reserves the right to inspect and approve or deny the equipment from entering the project site prior to the commencement of the project. 9. Inspections Onsite inspections may occur to monitor work progress and when the work is completed. Contractor shall e-mail the County Project Manager when the work is completed. The Contractor shall cure any deficient work as requested by the County and within the timeline provided. 10. Clean Up Each workday removal of vegetation debris,trash.and load, haul,and dispose of it at a legal disposal site in accordance ith applicable local and state laws. 10.I, Stockpiling is not permitted in the right-of-way. 10.2. The Contractor may be required to return to the worksite to clean up, remove,and haul away for disposal. 1 I. Damages The Contractor shall exercise care and protect all native vegetation at the project site.The Contractor is responsible for restoring or replacing all damaged native vegetation to the satisfaction of the County Project Manager,at no cost to the County where the Contractor's control operations occurred. 12. Overhead Utility Protection The Contractor shall protect all utilities from damage and shall immediately contact the appropriate utility if damage should occur. The Contractor shall be responsible for all claims for damage due to their operations. The Contractor shall arrange with the utility for the removal of necessary limbs and branches, which may conflict with, or create a personal injury hazard in,conducting the operations under this agreement. 13. Utilities The Contractor shall be responsible for exercising precautions while working near utilities; therefore, before digging, the Contractor must call Sunshine 811 at 811 or 800-432-4770, Monday — Friday from 7:00 a.m. — 5:00 p.m. Sunshine 811 requires two (2) full business days' notice. Any damage to utilities is the Contractor's sole responsibility and at no cost to the County. 14. Temporary Traffic Control(TTC2 If applicable. TTC will be required to the work being requested in the quote. The Contractor is responsible for providing a plan to set up TTC with the right equipment and proper placement of lane closed signs, pre-warning signs, arrow boards. traffic cones, message boards, warning devices, barriers, or flagmen. The Contractor is responsible for maintaining TTC while performing services in the right-of-way and roadways. 14.1. The Contractor must conform to the latest edition of the FDOT,Design Standards,600 series,and The Manual on Uniform Traffic Control Devices(MUTCD). 14.2. Subcontracting TTC is authorized. Page 4 of 5 Exhibit A—Scope of Services Cp0 Invitation for Qualifications(IFQ)#23-8135 "Exotic and Nuisance Vegetation Removal" 14.3. The Contractor is responsible for the TTC plan and equipment setup. Any work zone safety issues require the Contractor's Certified TTC employee to meet County staff within twenty(20)minutes of the initial contact to address work zone safety issues. 14.4. TTC setup that does not comply will have operations ceased until TTC is corrected per the FDOT standards at MUTCD. 15. Road Alert-Mandatory Requirement Any lane closures require the Contractor to submit the Road Alert Notification Form for Lane Closures and Road Closures via email to Collier County Transportation Management Services Department. Link to Download the Road Alert form: https://www.colliercountytl.gov/government/transportation-management- services/services/construction-and-maintenance-public-information/road-alerts. t s,. Work Zone Safety The Contractor shall use caution while working on County Right-of-Way(ROW)(i.e., roads,sidewalks,bike paths, etc.),roadway medians.in or around County-owned or operated facilities.The following standards shall be maintained: 16.1. American National Standards Institute/International Safety Equipment Association(ANSI/ISEA)Class 2 or 3 Vests,T-shirts,or similarly labeled garments depending on the time of day. 16.2. Appropriate work zone signage,cones.barricades or barrels,arrow panels, flagging personnel,and stop/slow paddles, where necessary.required by law or the BCC. 16.3. An applicable work zone TTC plan based on FDOT and/or MUTCD designs on site. 16.4. Contractor will maintain access for residents and commercial properties with minimal delays to the traveling public. Page 5 of 5 Exhibit A—Scope of Services GAO Exhibit B Fee Schedule following this page (pages through ) • this exhibit is not applicable Page 20 of 36 Multi-Contractor Award Agreement l �,Pp [2023_ver.2] ' Exhibit C-1 P 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 21 of 36 Multi-Contractor Award Agreement [2023_ver.2] c,P0 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 by means of D physical presence or online notarization, 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 Public-State of Florida) 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) Page 22 of 36 Multi-Contractor Award Agreement [2023_ver.2] GP 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 by means of❑ physical presence or n online notarization, 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 Public-State of Florida) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public. State of Commission No.: Page 23 of 36 Multi-Contractor Award Agreement c [2023 ver.2j �. 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 (S _) 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 24 of 36 Multi-Contractor Award Agreements` [2023_ver.2] 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 by means of u physical presence or El online notarization, 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 Public-State of Florida) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public. State of Commission No.: Page 25 of 36 Multi-Contractor Award Agreement [2023_ver.2j C 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 by means of D physical presence or D online notarization, 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 Public-State of Florida) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public. State of Commission No.: Page 26 of 36 Multi-Contractor Award Agreement[2023_ver.2] GPO El 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 by means of 0 physical presence or 0 online notarization, 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. (Signature of Notary Public-State of Florida) (Legibly Printed) Notary Public, State of Page 27 of 36 Multi-Contractor Award Agreement [2023_ver.2] 4 ; (AFFIX OFFICIAL SEAL) Commissioner No Ii 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: (Proj ect Name) Original Contract Time: Original Contract Amount: $ Revised Contract Time: _ Total Change Orders to Date $ Revised Contract Amount S Total value of Work Completed Retainage @ 10% thru [insert date] S and stored to Date $ Retainage @ _% after [insert date] S Less previous payment (s) Percent Work completed to Date: % AMOUNT DUE THIS Percent Contract Time completed to Date _ % APPLICATION: Liquidated Damages to be Accrued S 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 Page 28 of 36 Multi-Contractor Award Agreement 0,0 [2023_ver.2) 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 29 of 36 Multi-Contractor Award Agreement CA0 [2023_ver.2] l• this exhibit is not applicable EXHIBIT F CHANGE ORDER El Contract Modification ❑Work Order Modification Contract#: Change#: Purchase Order#: Project#: Contractor/Firm Name: r 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/0! Total Change from Original Amount Revised Contract/Work Order Total $ 0.00 #DIV/0! Change from Current BCC Approved Amouni Cumulative Changes S 0.00 #DIV/O± 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) I_i 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 !or 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: Dale (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 30 of 36 Multi-Contractor Award Agreement (2023 veF Cqn INI 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. The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: Page 31 of 36 Multi-Contractor Award Agreement [2023_ver,21--.,, 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 32 of 36 Multi-Contractor Award Agreem [2023_y .) • 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 33 of 36 Multi-Contractor Award Agreement [2Q23 2) �G 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 34 of 36 Multi-Contractor Award Agreement (2023Ts:1) III 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 35 of 36 Multi-Contractor Award Agreement [2023_ver.21 p O Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances 0 following this page (pages 1 through 11 ❑ this exhibit is not applicable Page 36 of 36 Multi-Contractor Award Agreement [2023_ver.2 n -;O EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern.This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. Pursuant uniform requirements of federal awards(2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a Contract/Purchase Order. Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. c: 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards L 44 C.F.R. Part 206 The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities FEMA Public Assistance Program and Policy Guide EXHIBIT I-1 n 0 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Access to Records: The contractor agrees to provide the County, the Florida Department of Emergency Management. the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books,documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. (4) In compliance with section 1225 of the Disaster Recovery Act of 2018,the County and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. Affirmative Socioeconomic Steps: If subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R. §200 321(b)(1)-(5)to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Changes: To be allowable under a FEMA grant or cooperative agreement award, the cost of any contract change, modification, amendment, addendum, change order, or constructive change must be necessary, allowable, allocable, within the scope of the grant or cooperative agreement, reasonable for the scope of work, and otherwise allowable. DHS Seal, Logo,and Flags: The contractor shall not use the OHS seal(s), logos, crests,or reproductions of flags or likenesses of OHS agency officials without specific FEMA pre- approval_ The contractor shall include this provision in any subcontracts. Domestic Preference for Procurements: As appropriate and to the extent consistent with law, the non- Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section: "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings. occurred in the United States. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete; glass, including optical fiber; and lumber. License and Delivery of Works Subject to Copyright and Data Rights: The Contractor grants to the County, a paid-up. royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract,the Contractor will identify such data and grant to the County or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography,pictures or images,graphics,sculptures,videos,motion pictures or other audiovisual works, sound and/or video recordings,and architectural works. Upon or before the completion of this contract,the Contractor will deliver to the County data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the County. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract EXHIBIT I-2 C) 0 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Prohibition on Covered Telecommunications Equipment or Services: (a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements. roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy,#405-143-1 Prohibitions on Expending FEMA Award Funds forcovered Telecommunications Equipment or Services As used in this clause— (b)Prohibitions. (1) Section 889(b)of the John S McCain National Defense Authorization Act for Fiscal Year2019, Pub. L. No. 115-232, and 2 C.F.R. §200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant. cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. (2) Unless an exception in paragraph (c)of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: (i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (iii)Enter into,extend,or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system;or (iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c) Exceptions. (1)This clause does not prohibit contractors from providing—(i).A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii). Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) By necessary implication and regulation, the prohibitions also do not apply to: (i). Covered telecommunications equipment or services that: i, Are not used as a substantial or essential component of any system; and ii. Are not used as critical technology of any system. (ii). Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. (d)Reporting requirement (1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance. or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i) Within one business day from the date of such identification or notification: The contract number;the order number(s), if applicable; supplier name, supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number(original equipment manufacturer EXHIBIT I-3 0 D d EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.(ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services,and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph(e), in all subcontracts and other contractual instruments. Program Fraud and False or Fraudulent Statements or Related Acts: The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. Rights to Inventions Made Under a Contract or Agreement: Exempt from FEMA Public Assistance Funding Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905)are excluded (defined at 2 C.F.R. § 180.940)or disqualified (defined at 2 C.F.R. § 180.935). (2)The contractor must comply with 2 C.F.R pt. 180, subpart C and 2 C F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County. the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F R. pt. 3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Procurement of Recovered Materials(§200.323) (Over$10,000): In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired—Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or At a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines webpage: https'l/www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. Termination for Cause and Convenience(over$10,000): See Standard Purchase Order and/or Contract Terms and Conditions Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant,or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." EXHIBIT I-4 0 O EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Contractors must sign and submit a certification to the County with each bid or offer exceeding$100,000. See Certifications and Assurances and the end of this document. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of S100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory),for liquidated damages Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1)of this section, in the sum of$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3) Withholding for unpaid wages and liquidated damages. The County or FEMA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." For contracts that are only subject to Contract Work Hours and Safety Standards Act and are not subject to the other statutes in 29 C.F.R. § 5.1 "Further Compliance with the Contract Work Hours and Safety Standards Act. (1)The contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid,daily and weekly number of hours worked, deductions made,and actual wages paid. (2)Records to be maintained under this provision shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. EXHIBIT I-5 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Clean Air Act(over$150,000): 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act,as amended,42 U.S.C.§7401 et seq. 2.The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency,and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act (over $150,000): 1. The contractor agrees to comply with all applicable standards,orders, or regulations issued pursuant to the Federal Water Pollution Control Act,as amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office, 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA Administrative, Contractual, or Legal Remedies (over $250,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction CONSTRUCTION ACTIVITIES Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4. During the performance of this contract, the contractor agrees as follows: (1)The contractor will not discriminate against any employee or applicant for employment because of race, color, religion,sex, sexual orientation,gender identity,or national origin.The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion,or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor EXHIBIT I-6 D 0 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The contractor will comply with all provisions of Executive Order 11246 of September 24. 1965, and of the rules, regulations. and relevant orders of the Secretary of Labor (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records. and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules. regulations, and orders. (7)In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders. this contract may be canceled, terminated, or suspended in whole or in part an the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24. 1965. or by rule. regulation. or order of the Secretary of Labor,or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs(1)through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance Provided, however. that in the event a contractor becomes involved in. or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States Davis Bacon Act: Exempt under FEMA Public Assistance Funding Copeland Anti-Kickback Act: Exempt under FEMA Public Assistance Funding EXHIBIT I -7 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Compliance with Federal Law,Regulations,And Executive Orders and Acknowledgement of Federal Funding Certification This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies,procedures. and directives. If the Contractor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the County for review and approval. The Contractor agrees to include in the cuhrnntrart that(11$hp ciihrnntrartnr is hni inn by the tprmc of this Anrppmpnt tii1 the ciihrnntrartnr is ^CC)Ro Gt DATE IMMIOOIYYYYI �. CERTIFICATE OF LIABILITY INSURANCE 1/22)2024 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 CONTNAME Kevin Kevin Roof Marsh&McLennan Agency LLC PHONE 3121 G25-5948 FAX No (847 440-9116 20 North Martingale Road IA/C,No,EH);( I I' I Schaumburg(L 60173 ADDREsS• Kevin Roof@MarshMMA corn INSURER(S)AFFORDING COVERAGE NAIC F INSURER A:Starr Indemnity and Liability 38318 INSURED sEVEISL-02 INSURER 8:Endurance American Specialty I 41718 DeAngelo Contracting Services,LLC 100 North Conahan Drive INSURER c Indemnity Insurance Company of 43575 Hazleton,PA 18201 INSURER D Lexington Insurance Company 19437 INSURER E Endurance American Insurance C 10641 INSURER F: CAPITOL SPECIALTY INS CORP 10328 COVERAGES CERT!FICATE NUMBER:209755814A 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 INSR TYPE OF INSURANCE FOOL SUER POLICY NUMBER IMOM/DOIIYYYYI IMA4DWYYYY LIMITS — ORINSR MD 1 A X COMMERCIAL GENERAL LIABILITY 1000025924231 11/112023 1111:2024 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED S 500,000 CLAIMS-MADE X OCCUR PREMISES(Ea crcurrence) X DED 500.000 MED EXP(Any one persona 510,000 PERSONAL 8 ADV INJURY S 2.000,000 GEN'L AGGREGATE LIMIT APPLIES PEP GENERAL AGGREGATE S 4,000,000 POLICY X PEO x LOC PRODUCTS.COMP/OP AGG .S 4.000,000 S OTHER A AUTOMOBILE LIABILITY Y 1000672941231 11112023 11/1/2024 COMBINED SINGLE LIMIT 52,000,000 A 1000672978231 117172023 117172024 (Ea acydenl) X ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accidenli S AUTOS ONLY _ AUTOS DAMAGE • X HIRED x NON-OWNED 1 PROPERTY accident) S _AUTOS ONLY AUTOS ONLY S C X UMBRELLA LIAB X OCCUR XS0001135 23 1 t/12023 11/172024 EACH OCCURRENCE s 2,000.000 ci - 052114890 11112023 11/1/2024 - --- c EXCESSLIAB _ CLAIMS-MADE EXC30026857701 1111Y2023 11/1/2024 AGGREGATE $2.600.000 DEO RETENTION S Cn ADDITIONAL LAYERS 5 SEE REMARKS WORKERS COMPENSATION 1000004825 11712023 11/1/2024 'X StATUTE ER H .. AND EMPLOYERS'LIABILITY YIN 1000004826 11/112023 11/1/2024 ANYF'ROPRIETOR'FARTNERIEXECUTIVE L N I NIA E L EACH ACCIDENT 5 1.000,000 OFFICER-MEMBER EXCLUDED?(Mandatory In NH) E L DISEASE•EA EMEMPLOYEE,5 1.000,000 -- II yes describe under E L DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below — El Prof Uebilay/Polluknn PNV10015266702 111112023 11/1/2024 .Prof Occ/Aqg S5,000.000 e c.,..,P.11;1!n^ EX10210970.03 1111/2023 11/1/2024 Pal Oa7 $5.000,000 XS Poll OrslAgg $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached K more space Is required) First Excess Policy(XS000113523)Limits.Each Occurrence•S2.000,000.Aggregate•S2,000,000 Second Excess Policy(052114890)Limits.Each Occurrence-S2,000,000.Aggregate-S2,000,000 Third Excess Policy(EXC30026857701)Limits.Each Occurrence-S4,000.000:Aggregate-S4,000 000 RE:For all work performed by the Named Insured on behalf of the Certificate Holder. R is agreed that the following are added as Additional Insureds,when required by written contract,on the General Liability on a primary and non-contributory basis with respect to operations performed by the Named Insured in connection with this project See Attached... 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 Board of County Commissioners 3295 Tamiami Trail East AUTHORIZED REP EATIVE Naples FL 34112 ((11-,1- 0./041 ----- 4.1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SEVEISL-02 ,..,� LOC#: --_ ACC). RE ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Marsh&McLennan Agency LLC DeAngelo Contracting Services LLC 100 North Conahan Drive POLICY NUMBER Hazleton.PA 18201 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Collier County Board of County Commissioners If this policy is cancelled by the Company or by the insureds,other than for nonpayment of premium,notice of such cancellation will be provided to the certificate holder at least 30 days in advance of the cancellation effective date If this policy is cancelled for nonpayment of premium,notice of such cancellation will be provided to the certificate holder at least 10 days in advance of the cancellation effective date ACORD 101 (2008/01) IC;2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Exhibit "A" 22-7963, 22-7962, 23-8077, 23-8135 Agreements TO FOLLOW THIS PAGE Page 4 of 5 CAO Exhibit "B" Bill of Sale and Asset Purchase Agreement TO FOLLOW THIS PAGE Page 5 of 5 CAO EXECUTION VERSION ASSET PURCHASE AGREEMENT dated as of January 29,2025, by and among TIGRIS Aquatic Services,LLC, as Buyer, DeAngelo Contracting Services LLC, as Seller, and the Unitholders identified on the signature pages below TABLE OF CONTENTS Page Page ARTICLE I DEFINITIONS 1 ARTICLE II SALE OF SPECIFIED ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES 13 Section 2.1 Assets to be Purchased and Sold 13 Section 2.2 Liabilities 16 ARTICLE III PURCHASE PRICE 18 Section 3.1 Purchase Price and Related Matters 18 Section 3.2 Post-Closing Adjustment 19 Section 3.3 Allocation of the Purchase Price 20 Section 3.4 Withholding 21 ARTICLE IV CLOSING 21 Section 4.1 Closing and Closing Date 21 Section 4.2 Seller's Closing Deliveries 21 Section 4.3 Buyer's Closing Deliveries 23 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING SELLER 23 AND THE UNITHOLDERS 23 Section 5.1 Organization and Authority 23 Section 5.2 Foreign Qualification 24 Section 5.3 Capitalization; Subsidiaries 24 Section 5.4 No Conflicts and Consent Requirements 24 Section 5.5 Litigation and Claims 25 Section 5.6 Financial Statements 25 Section 5.7 Absence of Changes or Events;No Undisclosed Liabilities;Accounting Controls 25 Section 5.8 Real Property 27 Section 5.9 Title; Sufficiency of Specified Assets 28 Section 5.10 Tangible Personal Property 29 Section 5.11 Accounts Receivable;Accounts Payable;Inventory 29 Section 5.12 Intellectual Property; Data Security; Privacy 30 Section 5.13 Material Contracts 32 Section 5.14 Tax Matters 34 Section 5.15 Compliance with Legal Requirements; Permits 35 Section 5.16 Labor Matters 36 Section 5.17 Seller Benefit Plans 37 Section 5.18 Insurance Programs 40 Section 5.19 Environmental Matters 40 Section 5.20 Relationship With Affiliates 41 Section 5.21 Brokers 41 Section 5.22 Guarantees; Powers of Attorney 42 Section 5.23 Customers; Vendors 42 Section 5.24 Government Contracts. 42 CI ° Section 5.25 Product and Service Warranties; Product Liability 43 Section 5.26 Solvency 43 Section 5.27 Unitholder Representations 44 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 44 Section 6.1 Organization and Authority 45 Section 6.2 No Conflicts and Consent Requirements 45 Section 6.3 Brokers 45 Section 6.4 No Litigation 45 Section 6.5 Independent Investigation 45 ARTICLE VII EMPLOYEE MATTERS 46 Section 7.1 Employment 46 Section 7.2 Employment Tax Filings 47 Section 7.3 No Claims 47 Section 7.4 Seller Waiver of Restrictive Covenants 47 ARTICLE VIII ADDITIONAL AGREEMENTS OF SELLER AND THE UNITHOLDERS 47 Section 8.1 Change of Corporate Name 47 Section 8.2 Transition of Phone Service and Utilities 47 Section 8.3 Confidentiality. 48 Section 8.4 Restrictive Covenants 48 Section 8.5 Cooperation in Litigation 50 Section 8.6 Lease Guaranty 51 ARTICLE IX ADDITIONAL MUTUAL AGREEMENTS 51 Section 9.1 Payments Received After Closing 51 Section 9.2 Tax Matters 51 Section 9.3 Consents 52 ARTICLE X SURVIVAL AND INDEMNIFICATION 53 Section 10.1 Survival 53 Section 10.2 Indemnification by Seller and the Unitholders 53 Section 10.3 Indemnification by Buyer 54 Section 10.4 Method of Asserting Claims 54 Section 10.5 Time Limits on Certain Claims 56 Section 10.6 Other Limitations on Indemnification Obligations 56 Section 10.7 Escrow as First Recourse; Right of Setoff 57 Section 10.8 Disregard Materiality 57 Section 10.9 Tax Treatment of Indemnity Payments 57 Section 10.10 Mitigation 58 Section 10.11 No Duplicative Recovery 58 Section 10.12 Damages 58 Section 10.13 Exclusive Remedies 58 ARTICLE XI MISCELLANEOUS 59 Section 11.1 Fees and Expenses 59 Section 11.2 Notices 59 Section 11.3 Assignment; Benefit and Binding Effect 60 Section 11.4 Further Assurances 60 CAO Section 1 1.5 Governing Law 60 Section 11.6 Jurisdiction; Waiver of Jury Trial 61 Section 11.7 Entire Agreement; Amendments 61 Section 11.8 Waiver of Compliance; Consents 61 Section 11.9 Counterparts; Electronic Signatures 61 Section 11.10 Severability 62 Section 11.11 Public Announcements 62 Section 11.12 Headings;Interpretation 62 CAO ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of January 29, 2025, by and among TIGRIS Aquatic Services, LLC, a New Jersey limited liability company ("Buyer"), DeAngelo Contracting Services LLC, a Delaware limited liability company ("Seller"), and each of the direct or indirect unitholders of Seller listed on the signature pages hereto (the "Unitholders" and each, a"Unitholder"). WITNESSETH: WHEREAS, Seller is engaged in the business of lake and pond management and inspection (including, but not limited to, environmental consulting, water quality monitoring, fishery inventory and stocking, invasive specifies control, biological nutrient control, beneficial plant species restoration, phytoplankton identification and enumeration services, septic leachate surveys,rototilling and mechanical weed harvesting), aeration and fountain system manufacturing, sales and services, bathymetric mapping, dam inspections,and storm water management(the"Business"); WHEREAS, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, the Specified Assets (as defined below) of Seller, and Buyer has agreed to assume certain specific liabilities of Seller as explicitly set forth herein, in each case on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, the Unitholders collectively own, directly or indirectly, all of the issued and outstanding units of Seller, and in such capacity the Unitholders will derive substantial economic benefits from the consummation of the transaction contemplated hereby(the"Transaction"). NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained,and intending to be legally bound,the parties hereto agree as follows: ARTICLE I DEFINITIONS As used in this Agreement,the following defined terms have the meanings indicated below: "ACA"shall have the meaning set forth in Section 5.17(e). "Accounts Payable"shall have the meaning set forth in Section 5.11(b). "Accounts Receivable"shall have the meaning set forth in Section 2.1(a)(vii). "Action" shall mean any action, suit, proceeding, litigation, controversy, mediation, hearing, claim, arbitration, investigation, hearing, audit or other proceeding of, in, by or before any Governmental Authority or other mediator or arbitration panel,at law or in equity. "Adjustment Amount" shall mean an amount,which may be positive or negative, equal to (a) the Net Working Capital Surplus,minus(b)the Net Working Capital Deficit. "Affiliate" of any Person shall mean a Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the first Person and shall include,with respect to any individual natural Persons,such Person's family members or any trusts, estate 1 CAO planning entities or other legal entities controlled thereby. For purposes of this definition, the term "control,""controlled by"or"under common control with,"with respect to any Person,means the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person,whether through the ownership of securities, the right to appoint managers or directors, by Contract, as trustee or executor,by proxy or agent,or otherwise. "Agreement"shall have the meaning set forth in the introductory paragraph hereof. "Allocation Schedule"shall have the meaning set forth in Section 3.3. "Allocation Statement"shall have the meaning set forth in Section 3.3. "Anti-Corruption Laws" shall mean all Legal Requirements concerning or relating to fraud, false claims, bribery, contribution, gift, rebate, payoff, influence payment, kickback, other illegal payment to any Person, or corruption, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended) and all national and international laws enacted to implement the OECD Convention on Combatting Bribery of Foreign officials in International Business Transactions. "Assignment and Assumption Agreement"shall have the meaning set forth in Section 4.2(h). "Assignment and Assumption of Lease Agreements" shall have the meaning set forth in Section 4.2(i). "Assumed Liabilities"shall have the meaning set forth in Section 2.2(a). "Basket"shall have the meaning set forth in Section 10.6(a). "Bill of Sale"shall have the meaning set forth in Section 4.2(a). "Bonds"shall have the meaning set forth in Section 9.5 hereto. "Business"shall have the meaning set forth in the recitals hereto. "Business Contracts"shall have the meaning set forth in Section 2.1(a)(xi). "Business Day" shall mean any day other than a Saturday, Sunday, federal holiday or day on which banking institutions in the State of North Carolina are authorized or obligated by law or executive order to be closed. "Business Employee"shall mean each employee of Seller that solely works in the Business. "Business Indebtedness" shall mean all Indebtedness of Seller solely related to the Business or the Specified Assets. "Business Intellectual Property" shall mean all Intellectual Property owned, purported to be owned,controlled,used or held for use by Seller for the operation of the Business. "Business Permits"shall have the meaning set forth in Section 2.1(a)(iii). "Business Records"shall have the meaning set forth in Section 2.1(a)(iv). "Buyer"shall have the meaning set forth in the introductory paragraph hereof. 2 "Buyer Indemnified Parties"shall have the meaning set forth in Section 10.2. "Cap"shall have the meaning set forth in Section 10.6(b). "Cardholder Data" shall have the same meaning as in the Payment Card Industry Data Security Standard. "CARES Act" shall mean the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116- 136) and any similar or successor Legal Requirement or executive order or executive memo in any U.S. jurisdiction, and any subsequent Legal Requirement intended to address the consequences of coronavirus (COVID-19) disease and the severe acute respiratory syndrome coronavirus 2 (SARS-CoV2) virus, including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing Covid-19 Disaster (dated August 8, 2020), Notice 2020-65, Notice 2021-11, the Coronavirus Preparedness and Response Supplemental Appropriations Act (P.L. 116-123), the Families First Coronavirus Response Act (P.L. 116-127), the Paycheck Protection Program and Health Care Enhancement Act (P.L. 116-139), the Paycheck Protection Program Flexibility Act of 2020 (P.L. 116-142), the Consolidated Appropriations Act, 2021 (P.L. 116-260), the American Rescue Plan Act of 2021 (P.L. 117-2), and the PPP Extension Act of 2021 (P.L. 117-6). "Claim Notice"shall have the meaning set forth in Section 10.4(b). "Claim Response Period"shall have the meaning set forth in Section 10.4(b). "Closing"shall have the meaning set forth in Section 4.1. "Closing Date"shall have the meaning set forth in Section 4.1. "Closing Date Debt"shall have the meaning set forth in Section 3.1(c)(i). "Closing Date Net Working Capital" shall mean Current Assets (but excluding all Excluded Assets)minus Current Liabilities(but excluding all Excluded Liabilities). "Closing Date Schedule"shall have the meaning set forth in Section 3.2(a). "COBRA" shall mean Section 4980B of the Code and Sections 601 through 608, inclusive, of ERISA. "Code" shall mean the United States Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections. "Competing Business" means the business of lake and pond management and inspection (including, but not limited to, environmental consulting, water quality monitoring, fishery inventory and stocking, invasive specifies control, biological nutrient control, beneficial plant species restoration, phytoplankton identification and enumeration services, septic leachate surveys,rototilling and mechanical weed harvesting), aeration and fountain system manufacturing, sales and services, bathymetric mapping, dam inspections,or storm water management. "Computer Database" shall mean all types of collections of electronic records and data that can be accessed by a computer. 3 CAO "Computer Software" shall mean all types of computer software programs including operating systems, application programs, software tools, firmware and software embedded in equipment, including both object code and source code versions thereof and all written or electronic materials that explain the structure or use of software or that were used in the development of software, including logic diagrams, flow charts,code notes,procedural diagrams,error reports,manuals and training materials. "Confidential Information"shall have the meaning set forth in Section 8.3. "Consents" shall mean consents, authorizations, permits, orders, licenses, certificates, approvals or declarations of or with, filings with,or notices to, any Governmental Authority or other Person. "Contracts" shall mean all written or oral contracts, agreements, license agreements, sublicenses, assignments, purchase agreements, indentures, mortgages, deeds of trust, instruments of indebtedness, security agreements,guaranties,purchase orders, sales orders,offers to sell,options,rights of first refusal, distribution agreements, rights to discounts, maintenance agreements and rights under any of the foregoing, including each amendment,supplement and modification in respect thereof. "Copyrights" shall mean all works of authorship (including course content and materials), regardless of the medium of fixation or means of expression, and all associated registrations and applications for registration, under the copyright laws of the United States or any other foreign country, for the full term and all renewals,extensions and restorations thereof. "Current Assets" shall mean the current assets of the Business (including accounts receivable, inventory and prepaid assets but excluding any cash and cash equivalents and any Tax assets) as of the Effective Time, determined in accordance with GAAP and the calculations shown in the Sample Working Capital(including the adjustments reflected thereon). "Current Liabilities" shall mean the current liabilities of the Business (including trade payables and operating expense accruals but excluding any Indebtedness, any Seller Transaction Expenses and any Tax liabilities) as of the Effective Time, determined in accordance with GAAP and the calculations shown in the Sample Working Capital(including the adjustments reflected thereon). "Customer Contract" means any written or oral contract, purchase order, statement of work, bid or any other agreement with a customer of the Business. "Data Room" means the online data site hosted by on - related to the Transaction. "Deficit"shall have the meaning set forth in Section 3.2(d)(i). "Disclosure Schedules"shall mean, collectively,all of the schedules to this Agreement. "Effective Time"shall have the meaning set forth in Section 4.1. "Employee Transfer Period"shall have the meaning set forth in Section 7.1(a). "Enforceability Exceptions" shall mean the exceptions or limitations to the enforceability of contracts under bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by judicial discretion in the enforcement of equitable remedies and by public policies generally. 4 CAO "Environmental Legal Requirements" shall mean all Legal Requirements and Orders pertaining to pollution, the protection or remediation of the environment, or human health and safety, including Legal Requirements relating to Releases or threatened Releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants,or chemical,industrial, hazardous, or toxic materials or wastes including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the rules and regulations promulgated thereunder, the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, the Toxic Substance Control Act, as amended, the Occupational Safety and Health Act, as amended, and similar state,provincial,municipal and local Legal Requirements. "Environmental Liabilities" shall mean any and all liabilities and obligations, whether unknown or known, disclosed or undisclosed, realized or contingent, arising from or relating to (a) any environmental condition including the Release or threatened Release of Hazardous Substances at, to or from the Leased Premises or any other real property currently or formerly owned,operated,leased or used by Seller in connection with the Business (as currently or formerly conducted)or any of its predecessors; (b)the off-site transportation, recycling, storage, treatment, use, emission, elimination, disposal, Release or threat of Release of Hazardous Substances generated by Seller in connection with the Business (as currently or formerly conducted)or any of its predecessors,and(c)violations of any Environmental Legal Requirement or Environmental Permit by Seller in connection with the Business. "Environmental Permits" shall mean all permits, certifications, licenses, approvals, registrations and authorizations required by any Environmental Legal Requirement. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto, and regulations and rules issued pursuant to that Act or any successor thereto. "Escrow Agent"shall mean "Escrow Agreement"shall have the meaning set forth in Section 3.1(b)(iv). "Escrow Amount"shall mean an amount equal to "Estimated Adjustment Amount"shall mean an amount,which may be positive or negative, equal to (a) the Estimated Closing Date Net Working Capital Surplus, minus (b) the Estimated Closing Date Net Working Capital Deficit. "Estimated Closing Date Net Working Capital" shall have the meaning set forth in Section 3.1(c)(iii). "Estimated Closing Date Net Working Capital Deficit" means, if the Net Working Capital Lower Bound exceeds the Estimated Closing Date Net Working Capital, the amount, if any, of such excess; however, if the Estimated Closing Date Net Working Capital exceeds the Net Working Capital Lower Bound,then the Estimated Closing Date Net Working Capital Deficit shall be$0. "Estimated Closing Date Net Working Capital Surplus"means, if the Estimated Closing Date Net Working Capital is greater than the Net Working Capital Upper Bound, the amount, if any, of such excess; however, if the Net Working Capital Upper Bound exceeds the Estimated Closing Date Net Working Capital,then the Estimated Closing Date Net Working Capital Surplus shall be$0. 5 CAO "Estimated Closing Date Schedule"shall have the meaning set forth in Section 3.1(c)(iii). "Estimated Purchase Price"shall have the meaning set forth in Section 3.1(b)(i). "Excluded Assets"shall have the meaning set forth in Section 2.1(b). "Excluded Contracts"shall have the meaning set forth in Section 2.1(b)(iii). "Excluded Liabilities"shall have the meaning set forth in Section 2.2(b). "Final Closing Date Schedule"shall have the meaning set forth in Section 3.2(c). "Financial Statements"shall have the meaning set forth in Section 5.6. "Fundamental Representations" shall mean the representations and warranties contained in Section 5.1 (Organization and Authority), Section 5.3 (Capitalization; Subsidiaries), Section 5.4 (No Conflicts and Consent Requirements), Section 5.9(a) (Title), the first two sentences in Section 5.9(b) (Sufficiency of Specified Assets), Section 5.14 (Tax Matters), Section 5.21 (Brokers) and Section 5.27 (Unitholder Representations). "GAAP"shall mean United States generally accepted accounting principles. "Government Contracts" shall mean any Contract, including any individual task order, letter contract, purchase order, delivery order, shipping order or blanket purchase agreement, subcontract, teaming agreement,joint venture, or any other transaction between (a) Seller, on the one hand, and any Governmental Authority,on the other hand, or(b) Seller as subcontractor, on the one hand,and any prime contractor,higher-tier subcontractor or reseller to any Governmental Authority,on the other hand. "Governmental Authority" shall mean the United States of America, any state, commonwealth, territory or possession thereof, any other country or foreign state, and any political subdivision, instrumentality or quasi-governmental authority of any of the foregoing, including any county, city, unit, court, tribunal, department, commission, board, bureau, authority, administrative or regulatory agency, commission, or official. "Harmful Code" shall mean any mechanism, device or computer code designed or intended to have, or intended to be capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, software, data, computer system or network or other device; or(ii)collecting, damaging or destroying any information,data or file,in each case,without the user's consent. "Hazardous Substances" shall mean (a) any petroleum, hazardous or toxic petroleum-derived substances or petroleum products, flammable explosives, radioactive materials, perfluorinated compounds, asbestos in any form that is or could become friable,urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls (PCBs); or(b) any chemicals or other materials or substances which are regulated, classified or defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "pollutant" or "contaminant" or any similar denomination intended to classify substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any Environmental Legal Requirement. 6 CAO "Indebtedness" shall mean (a)all obligations for borrowed money whether or not evidenced by a note, bond, debenture, mortgage or other instrument, (b)all other obligations evidenced by notes, bonds, debentures, mortgages or other instruments, (c)all deferred purchase price obligations (other than current trade payables incurred in the ordinary course of business and payable in accordance with customary practices), (d) all obligations under any debt security, interest rate, currency or other hedging or swap, derivative obligation or other similar arrangement, (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, with respect to acquired property (whether or not the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (f) all obligations under leases that have been or properly should be recorded as capital or financing leases in accordance with GAAP, (g)all reimbursement obligations under letters of credit (to the extent drawn), bankers' acceptances, surety bonds, performance bonds or similar facilities (other than those bonds set forth on Schedule 9.5), (h) all obligations secured by any Lien on the Specified Assets, (i)all obligations in respect of earned but unpaid bonuses and earned and unpaid sales commissions, including, in each case, the employer portion of any employment, payroll, unemployment, withholding or similar Taxes in respect thereof, (j) all deferred obligations under any Seller Benefit Plan or any other compensation plan, program, agreement or arrangement of Seller accruing through the Closing Date, including (1) underfunded pension and post- retirement liabilities under any pension plan sponsored by Seller,(2) contribution and similar liabilities in respect of any government-sponsored pension plan and (3) contributions and similar liabilities (including any matching contribution requirements) in respect of any group retirement plan or defined contribution plan, (k) deferred revenue or customer deposits for work not yet performed prior to the Closing Date, (1) all guarantees, including guarantees of any items set forth in clauses )through (k), and (m)all outstanding prepayment premiums, if any, and accrued interest, fees and expenses related to any of the items set forth in clauses Lal through al. For the avoidance of doubt, the bonds set forth on Schedule 9.5 shall not be considered"Indebtedness"hereunder. "Indemnified Party" shall mean any Person claiming indemnification under any provision of Article X. "Indemnifying Party" shall mean any Person against whom a claim for indemnification is being asserted under any provision of Article X. "Industry Security Standards" shall mean recognized and reputable security standards, guidelines and frameworks commonly used by Persons operating businesses similar to the Business processing Personal Information and other sensitive data, including the Payment Card Industry Data Security Standard (if and to the extent cardholder data is processed), ISO 27001/27002 standards, AICPA Trust Principles,NIST 800-53 or COBIT. "Insurance Programs"shall have the meaning set forth in Section 2.1(b)(v). "Intellectual Property" shall mean any and all worldwide industrial, proprietary, and intellectual property rights (including all common law and statutory rights,registrations and applications therefor,and renewals, extensions, and restorations thereof, as applicable), of every kind and nature, whether existing now or in the future, including but not limited to all rights and interests pertaining to or deriving from Computer Databases, Computer Software, Copyrights, Internet Domain Names, Know-How, Marks, Patents, Trade Secrets, Websites, technology, works of authorship, maskworks, drawings, graphics, data, algorithms, programming, code, data, rights of privacy and publicity and moral or other rights in the foregoing, any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing, and any and all claims and causes of action with respect to any of the foregoing,whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present, 7 CAO and future infringement, dilution, misappropriation, violation, misuse, breach or default, unfair competition and/or deceptive trade practices related to the foregoing, and all other related claims and causes of action, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages. "Intellectual Property Transfer Documents"shall have the meaning set forth in Section 4.2(g). "Interim Balance Sheets"shall have the meaning set forth in Section 5.6. "Internet Domain Names" shall mean domain names, domain name registrations, and URLs, and other similar electronic address identifiers. "Inventory"shall have the meaning set forth in Section 2.1(a)(i). "IRS"shall mean the Internal Revenue Service, and any successor thereof. "IT Systems"shall have the meaning set forth in Section 5.12(h). "Know-How"shall mean ideas, inventions,confidential information,formulae,designs, concepts, compilations of information,methods,techniques,procedures and processes,whether or not patentable. "Knowled h e of Seller" shall mean the actual knowledge of each of , each having made reasonable inquiry of the books and records and relevant personnel of Seller. "Leased Premises"shall have the meaning set forth in Section 5.8(a). "Legal Requirements" shall mean all domestic or foreign federal, state, provincial, municipal or local statutes, laws (including common law), ordinances, rules, regulations, Orders or other directives, guidance,pronouncements or requirements, in each case of any Governmental Authority having the effect of law. "Liabilities" shall mean all indebtedness, obligations (contractual, legal or otherwise) and other liabilities of a Person, whether absolute, accrued, unaccrued, contingent, fixed or otherwise, whether known or unknown,and whether due or to become due. "Licensed Database" shall mean any Computer Database owned by another Person and licensed to or otherwise used by Seller in connection with the Business. "Licensed Software" shall mean any Computer Software owned by another Person and licensed to or otherwise used by Seller in connection with the Business,except for Off-the-Shelf Software. "Lien" shall mean any mortgage, deed of trust, pledge, lien, charge, assessment, security interest, levy, lease, license,option,claim,community or other marital property interest,equitable interest,right of way, easement, encroachment, right of first offer or first refusal, buy/sell agreement, other encumbrance of any nature, other restriction on title, use, voting, transfer, receipt of income or exercise of any other attribute of ownership, or other Contract to give any of the foregoing. "Losses" shall mean any and all demands, claims, actions, damages, Liabilities, fines, Taxes, judgments, awards, costs, fees, penalties, deficiencies, losses, amounts paid or incurred in defense or 8 CAO settlement, and expenses and fees (including court costs, fees of attorneys, accountants, consultants and other experts or other expenses of litigation,arbitration or other Actions). "Made Available" shall mean that a true, correct and complete copy of the information or documents (for the avoidance of doubt, including all amendments, waivers, exhibits, annexes and schedules thereto) is available for Buyer to download in reviewable format at least three (3) Business Days prior to the date hereof in the Data Room. "Marks" shall mean statutory and common law trademarks, trade dress, service marks, logos, trade names, business names, trade styles, brand names, slogans, and any other word, name, design or symbol used by a Person to identify its business or the source of its goods or services, together with the goodwill of the business connected with the use of and symbolized by the foregoing, now existing or hereafter adopted or acquired,and all registrations and applications to register the same,under the laws of the United States or any other foreign country, for the full term and all renewals thereof. "Material Adverse Effect" shall mean any event or development that, individually or together with other such events or developments, has had, is having, or would reasonably be expected to have, a material adverse effect on the business, operations, assets, condition (financial or otherwise) or results of operations of the Business; provided, however, that"Material Adverse Effect" shall exclude any effect to the extent resulting from (a) changes in the United States economy or political conditions generally, (b) changes in the general condition of the industry in which the Business operates, (c) any failure by the Business to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided that the underlying causes of such failures shall not be excluded (subject to the other provisions of this definition)), (d) any changes in financial, banking, or securities markets in general, (e) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (f) any action required by this Agreement or any action taken(or omitted to be taken) with the written consent of or at the written request of Buyer, (g) any changes in applicable Legal Requirements or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof, (h) any natural or man-made disaster or acts of God, or (i) any epidemics, pandemics, disease outbreaks, or other public health emergencies;provided, further, however, that any event, occurrence, fact, condition or change referred to in clauses (a), (b), (d), (e), (f), (g), (h), and (i) immediately above shall only be excluded to the extent such event, occurrence, fact, condition, or change does not disproportionately affect the Business compared to other participants in the industry in which the Business operates. "Material Contracts"shall have the meaning set forth in Section 5.13(a). "Material Customers"shall have the meaning set forth in Section 5.23(a). "Material Vendors"shall have the meaning set forth in Section 5.23(b). "Net Working Capital Deficit" means, if the Net Working Capital Lower Bound exceeds the Closing Date Net Working Capital, as finally determined pursuant to Section 3.2, the amount, if any, of such excess; however, if the Closing Date Net Working Capital exceeds the Net Working Capital Lower Bound,the Net Working Capital Deficit shall be$0. "Net Working Capital Lower Bound"means "Net Working Capital Surplus" means, if the Closing Date Net Working Capital, as finally determined pursuant to Section 3.2,exceeds the Net Working Capital Upper Bound, the amount,if any,of 9 Ct. such excess; however, if the Net Working Capital Upper Bound exceeds the Closing Date Net Working Capital,the Net Working Capital Surplus shall be$0. "Net Working Capital Upper Bound"means "Neutral Accountant"shall mean "Non-Compete Area"shall have the meaning set forth in Section 8.4(f). "Off-the-Shelf Software" shall mean commercially available off-the-shelf Computer Software pursuant to standard licensing terms which have not been modified or customized for the licensee where the aggregate payments under the applicable license agreement are less than_per calendar year. "Order" shall mean any writ,judgment, decree, injunction, award, ruling, stipulation, charge or similar order, directive or other requirement of any Governmental Authority (in each case whether preliminary or final). "Ordinary Course of Business" shall mean the ordinary course of business consistent with Seller's past custom and practice of operating the Business (including with respect to quantity and frequency). "Organizational Documents" shall mean, with respect to any Person (other than an individual), the articles or certificate of incorporation, articles or certificate of formation, articles or certificate of organization, articles of association and other applicable organizational or charter documents relating to the formation of such entity and the bylaws, limited liability company agreement, operating agreement, partnership agreement and other applicable documents relating to the operation, governance or management of such entity. "Patents" shall mean issued U.S. and foreign patents and pending patent applications (and all patents that issue therefrom), patent disclosures, industrial designs, and any and all divisions, continuations, continuations-in-part, continuing prosecution applications, substitutes, reissues and reexaminations thereof, for the full term thereof, as well as all inventions disclosed in any of the foregoing. "Payment Card Industry Data Security Standard" shall mean the Payment Card Industry Data Security Standard promulgated by the Payment Card Industry Standards Council, including all prior versions and updates thereto. "Permits" shall mean all permits, licenses, certificates of authority, variances, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental Authority. "Permitted Lien" shall mean (i) easements serving the Leased Premises and unviolated restrictive covenants affecting the Leased Premises that do not materially affect their value or use or impose a material obligation on the lessee, (ii) liens for property Taxes not yet due and payable, (iii)non-exclusive licenses of Intellectual Property granted to Seller's customers in the Ordinary Course of Business, and(iv) liens or security interests granted pursuant to operating leases for certain immaterial ancillary equipment such as copiers,printers,and water coolers. 10 CAO "Person" shall mean any natural person, corporation, joint stock company, association, general partnership, limited partnership, limited liability partnership, proprietorship, limited liability company, joint venture,other business organization,trust,estate,union, association or Governmental Authority. "Personal Information"shall mean any information relating to an identified or identifiable natural person. "Personal Property Leases"shall have the meaning set forth in Section 5.10(b). "Preferential Status"shall have the meaning set forth in Section 5.24(a). "Pre-Closing Warranty Claims"shall have the meaning set forth in Section 9.4. "Privacy Policies"shall have the meaning set forth in Section 5.12(1). "Products"shall have the meaning set forth in Section 5.25(a). "Purchase Price"shall have the meaning set forth in Section 3.1(a). "Real Property Leases" shall have the meaning set forth in Section 5.8(b). "Registered Intellectual Property" shall mean all United States and foreign Intellectual Property registrations or applications, including (a) Patents, (b)registered Marks, applications to register Marks (whether live or dead),intent to use applications or other registrations or applications related to Marks, (c) registered Copyrights and applications for Copyright registration,and(d)Internet Domain Names. "Release" shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Substances through ambient air,soil,surface water,ground water,wetlands,land or subsurface strata. "Required Consents"shall have the meaning set forth in Section 4.2(d). "Restricted Period"shall have the meaning set forth in Section 8.4(b). "Sample Working Capital" means the sample calculation of Closing Date Net Working Capital set forth on Exhibit A. "Sanctioned Person" shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b)any Person operating, organized or resident in a country subject to Sanctions or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses(a)and(b). "Sanctions" shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States Government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty's Treasury of the United Kingdom. "Securities Act"shall have the meaning set forth in Section 5.3(a). 11 CAO "Seller" shall have the meaning set forth in the introductory paragraph hereof. "Seller Benefit Plan" shall mean any employee benefit plan, program, arrangement, fund, policy, practice, or Contract with respect to which, through which, or under which Seller or any Seller ERISA Affiliate has any liability to provide benefits or compensation to or on behalf of Business Employees, former employees, or independent contractors of Seller with respect to the Business, whether formal or informal, written or not written, including (a) any bonus, incentive compensation, profit sharing, equity option, phantom stock, deferred compensation, commission, severance pay, golden parachute, or other compensation plan or rabbi trust; (b) any"employee benefit plan" (as defined in Section 3(3) of ERISA); and (c) any equity purchase, vacation, scholarship, day care, prepaid legal services, dependent care, or other fringe benefit plans,programs,arrangements,Contracts, or practices. "Seller ERISA Affiliate" shall mean each trade or business (whether or not incorporated) which together with Seller is treated as a single employer under Section 414(b), (c),(m),or(o)of the Code. "Seller Indemnified Parties"shall have the meaning set forth in Section 10.3. "Seller Transaction Expense Statement"shall have the meaning set forth in Section 3.1(c)(iii). "Seller Transaction Expenses"shall have the meaning set forth in Section 3.1(c)(iii). "Services"shall have the meaning set forth in Section 5.25(a). "Shared Assets"shall mean those assets of Seller that are used by Seller in the Business and in an unrelated business of Seller being retained by Seller hereunder. "Specified Assets"shall have the meaning set forth in Section 2.1(a). "Subcontract"shall have the meaning set forth in Section 4.2(1). "Surplus"shall have the meaning set forth in Section 3.2(d)(ii). "Tangible Personal Property" shall mean all furniture, furnishings, fixtures, equipment, computer hardware, machinery, tools, vehicles, leasehold improvements, spare parts, products under research and development,demonstration equipment,office and other supplies and other tangible personal property. "Tax" or "Taxes" shall mean any and all federal, state, local or foreign income, net or gross receipts, gains, capital, license, payroll, employment, workers' compensation, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, abandoned/unclaimed property, escheat, sales, use, transfer, bulk sales, registration, value added, alternative or add-on minimum, estimated or other taxes, fees, levies or other assessments of any kind, whatsoever, including any interest, penalty, or addition thereto,whether disputed or not, and any liability in respect of any items described above payable by reason of contract, assumption, transferee liability, successor liability, operation of law, being (or ceasing to be) a member of an affiliated, consolidated, combined,unitary or aggregate group for any taxable period (including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or foreign Legal Requirements)or otherwise. "Tax Return"shall mean any return, declaration,report, election, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with any taxing or Governmental Authority. 12 co "Third Party Claim"shall have the meaning set forth in Section 10.4(a). "Third Party Claim Notice"shall have the meaning set forth in Section 10.4(a). "Third Party Claim Response Period"shall have the meaning set forth in Section 10.4(a). "Trade Secrets" shall mean any data or information, including a formula, pattern, compilation, program, device, method, technique or process, that is not commonly known by or available to the public and which (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. "Transaction Documents" shall mean the documents to be delivered pursuant to Sections 4.2 and 4_3, and each other agreement, certificate, instrument and document executed and delivered in connection with the Transaction. "Transaction"shall have the meaning set forth in the recitals hereto. "Transfer Taxes"shall have the meaning set forth in Section 9.2(a). "Transferred Employees"shall have the meaning set forth in Section 7.1(b). "Transferred Tangible Personal Property"shall have the meaning set forth in Section 2.1(a)(i). "TSA"shall have the meaning set forth in Section 4.2(k). "TSA Employees"shall have the meaning set forth in Section 7.1(a). "Unitholder" or "Unitholders" shall have the meaning set forth in the introductory paragraph hereof. "WARN" shall mean the Worker Adjustment and Retraining Notification Act, as amended, and any other similar Legal Requirement related to plant closings, relocations, mass layoffs or employment losses, including, but not limited to, any applicable state law requiring notice to employees or the government regarding employee separations. "Websites" shall mean all websites that are operated, managed or controlled through an Internet Domain Name, whether on an exclusive or nonexclusive basis, including all content, elements, data, information, materials, hypertext markup language (HTML), software and code, works of authorship, textual works, visual works, aural works, audiovisual works and functionality embodied in, published or available through each such website,as well as the look and feel associated therewith. ARTICLE II SALE OF SPECIFIED ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES Section 2.1 Assets to be Purchased and Sold. (a) Description of Specified Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Buyer, free and clear of all Liens (except for Permitted Liens), and Buyer shall purchase and acquire from Seller, 13 clko all of the right, title and interest of Seller in, to and under the Specified Assets. The "Specified Assets" means those assets, properties, rights and privileges of Seller solely used or held for use in connection with the Business, as the same shall exist at the Effective Time as set forth below, but specifically excluding the Excluded Assets(defined below): (i) Tangible Personal Property and Inventory. All Tangible Personal Property owned by Seller that is solely used or held for use in connection with the Business that is described on Schedule 2.1(a)(i)(1) (all Tangible Personal Property to be sold and transferred pursuant to this Agreement is referred to herein, collectively, as the "Transferred Tangible Personal Property"), and all of the Business's inventory of merchandise owned by Seller and on hand as of the Effective Time that is set forth on Schedule 2.1(a)(i)(2) (the"Inventory"). (ii) Intellectual Property. All Business Intellectual Property that is described on Schedule 2.1(a)(ii). (iii) Permits. To the extent transfer is permitted under applicable Legal Requirements, all Permits (including applications therefor) used or held for use by Seller solely in the conduct of the Business that are listed on Schedule 2.1(a)(iii) (the"Business Permits"). (iv) Business Records. Except as set forth in Section 2.1(b)(ii), all files, documents, instruments, papers, correspondence, reports and recorded knowledge, including customer, supplier, price and mailing lists and databases, books and records used or held for use by Seller solely in connection with the Business or solely related to the Business, the Assumed Liabilities or the Specified Assets in any stored media (the "Business Records"). (v) Rights Under Warranties. All rights and remedies of Seller against third parties under warranties, or with respect to claims for defects of any kind, in each case solely relating to the Business or any of the Specified Assets, including defects in workmanship,manufacturing or design. (vi) Deposits and Rights of Payment. To the extent solely related to the Business, all of Seller's (A) utility, security and other deposits and prepaid expenses that are set forth on Schedule 2.1(a)(vi)(A) and (B) rights and interests in respect of any rebates, early termination fees, cancellation penalties or similar payments due to Seller that are set forth on Schedule 2.1(a)(vi)(B). (vii) Accounts Receivable. All trade accounts receivable and notes receivable solely arising out of sales occurring in the conduct of the Business that are set forth on Schedule 2.1(a)(vii)(collectively,the"Accounts Receivable"). (viii) Insurance Proceeds. All proceeds or rights to proceeds of Seller under Insurance Programs to which Seller is entitled in respect of any of the Specified Assets or Assumed Liabilities(regardless of whether received prior to or after the Effective Time). (ix) Numbers. All telephone and facsimile numbers used solely in connection with the Business that are set forth on Schedule 2.1(a)(ix). (x) Goodwill. All goodwill solely relating to the Business. 14 CIO (xi) Business Contracts. Subject to Section 9.3, all of Seller's interests in the Contracts identified on Schedule 2.1(a)(xi)(1) and all rights and benefits of Seller under all Customer Contracts, including without limitation all outstanding offers or solicitations made by or to Seller to enter into any Customer Contracts, and the Customer Contracts with the Customers listed on Schedule 2.1(a)(xi)(2) (collectively, the "Business Contracts"). (xii) Real Property. All of Seller's interests in, or other rights of possession or occupancy of, real property used or held for use in connection with the Business, and any buildings, structures, facilities, fixtures and other improvements thereon that are set forth on Schedule 2.1(a)(xii). (xiii) Motor Vehicles. Any motor vehicles owned or leased by Seller used or held for use solely in connection with the Business that are set forth on Schedule 2.1(a)(xiii). (b) Excluded Assets. Notwithstanding anything in this Agreement to the contrary, the Specified Assets to be purchased and sold hereunder shall not include any of the following assets and properties of Seller in existence at the Effective Time(the"Excluded Assets"): (i) Cash. All cash or cash equivalents of Seller as of the Closing Date. (ii) Corporate and Income Tax Records. All minute books, stock records and corporate seals of Seller, and all taxpayer identification numbers, files, documents and income Tax records of Seller, in each case related solely to Seller as a legal entity and not to the assets or operations of the Business. (iii) Excluded Contracts. All Contracts of Seller, other than the Business Contracts listed on Schedule 2.1(a)(xi)(collectively,the"Excluded Contracts"). (iv) Equity Interests. All equity interests of Seller and any equity interests of any other Person. (v) Insurance. Subject to Section 2.1(a)(viii), all casualty, liability or other policies of insurance of Seller relating to the operation of the Business (the "Insurance Programs"). (vi) Seller Benefit Plans. All Seller Benefit Plans and all assets owned or held by any Seller Benefit Plan. (vii) Bank Accounts. Seller's bank accounts. (viii) Rights Related to Excluded Obligations. Subject to Section 9.3, the rights and privileges of Seller in,to or under all Contracts,the obligations of Seller under which are not assumed by Buyer pursuant to Section 2.2(a) because any Consent is not obtained pursuant to Section 9.3. (ix) Rights under this Agreement. Seller's rights under this Agreement and the Transaction Documents. 15 cp° (x) All Other Assets and Contracts. All rights, assets, contracts, and properties of the Seller that are not expressly listed as Specified Assets. Section 2.2 Liabilities. (a) Assumption of Liabilities. Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall assume and agrees to pay, perform and discharge when due only the following Liabilities of Seller arising in connection with the operation of the Business as the same shall exist at the Effective Time(the"Assumed Liabilities"): (i) Obligations Under Business Contracts and Business Permits. Subject to Section 9.3, all obligations of Seller under the Business Contracts and Business Permits to be performed and accruing after the Effective Time, but excluding any obligations regarding products sold or services performed by Seller prior to the Effective Time and any obligations relating to breaches of such Business Contracts or Business Permits by Seller prior to the Effective Time. (ii) Current Liabilities. The Current Liabilities reflected in the Closing Date Net Working Capital as set forth on the Final Closing Date Schedule, but only to the extent of the amounts so included. (b) Excluded Liabilities. Except for the Assumed Liabilities,Buyer shall not assume pursuant to this Agreement or the Transaction, and shall have no liability for, any Liabilities of Seller or any Unitholder (including those related to the Business) of any kind, character or description whatsoever (the "Excluded Liabilities") or any other Liabilities relating to the Business or any of the Specified Assets or Excluded Assets of any kind, character or description whatsoever, and Seller and the Unitholders, as applicable, shall retain responsibility for all such liabilities and obligations. Seller and the Unitholders shall discharge in a timely manner, or shall make adequate provision for, all of the Excluded Liabilities. Without limiting the foregoing, the Excluded Liabilities shall include the following: (i) Indebtedness. All Liabilities of Seller or any Unitholder for any Indebtedness. (ii) Fines and Penalties. All civil and criminal fines and penalties imposed upon Seller by any Governmental Authority prior to the Closing Date. (iii) Taxes. (A) All Liabilities of Seller for Taxes for any Tax year, (B) all Liabilities of any Unitholder for Taxes for any Tax year, (C)all Liabilities for Taxes with respect to the Excluded Assets for any Tax year, (D) all Liabilities with respect to the Specified Assets or the operation of the Business for Taxes for any Tax year or portion thereof ending on or before the Closing Date, and(E)fifty percent(50%)of all Liabilities for Transfer Taxes. (iv) Employee Claims. All Liabilities of Seller arising out of or in connection with any claims by any of, or relating to, the Business Employees, contingent or otherwise, whether known or unknown, relating to (A)labor relations or discriminatory, harassing or illegal employment practices of Seller, (B)the violation by Seller of any Legal Requirement relating to labor or employment attributable to Seller's actions or omissions prior to the Closing, (C)workers' compensation claims relating to injuries that occurred prior to the Closing, (D)benefits under or otherwise in respect of 16 OAO any Seller Benefit Plan or Seller's obligations under COBRA for periods or events occurring on or prior to the Closing, (E)accrued or unused vacation time, sick leave or other paid time off accrued on or prior to the Closing, (F) any earned, but unpaid, bonus amounts owing to any Business Employees accrued on or prior to the Closing, (G) any earned,but unpaid, wages and other compensation accrued on or prior to the Closing, (H) any severance or similar termination payments for all terminations of employment at the Seller that occur prior to the Closing, (I) Seller's obligations under WARN, (J) employee FLSA(or state law)exemptions for periods on or prior to the Closing, or(K)independent contractor classification for periods on or prior to the Closing. (v) Litigation. All Liabilities of Seller with respect to any pending or threatened Action or Order, whether or not disclosed on Schedule 5.5(a) or Schedule 5.5(b). (vi) Excluded Assets. All Liabilities of Seller arising under or with respect to the Excluded Assets, including Liabilities arising under or with respect to the Excluded Contracts. (vii) Deferred Payments. All Liabilities of Seller in respect of any deferred payments, earnouts or similar payment obligations related to prior acquisitions or prior similar transactions by Seller or any of its Affiliates. (viii) Environmental Liabilities. All Liabilities of Seller arising out of or resulting from (A)the presence or Release of any Hazardous Substance at, on, or under the Leased Premises,to the extent such Hazardous Substance was present or such Release occurred on or prior to the Closing Date, (B)the violation of any Environmental Legal Requirement by Seller in connection with the use of the Leased Premises or the operation of the Business on or prior to the Closing Date, or(C)the disposal by Seller at a site other than the Leased Premises of any Hazardous Substance on or prior to the Closing Date. (ix) Insurance Claims. All Liabilities of Seller for any claims made by Seller or any Business Employee under the Insurance Programs with respect to matters or events occurring prior to the Closing. (x) Contractual Obligations. All liabilities and obligations under the Business Contracts, in each case to be performed or accruing prior to the Effective Time. (xi) Obligations under this Agreement. All Liabilities of Seller or any Unitholder under or pursuant to this Agreement. (xii) Violation of Legal Requirements. All Liabilities of Seller with respect to any violation of any Legal Requirement prior to the Effective Time, whether or not disclosed on Schedule 5.15(a)or Schedule 5.15(b). (xiii) Seller Benefit Plan Liabilities. All Liabilities of Seller with respect to the Seller Benefit Plans, including but not limited to any incurred but not yet reported claims under any self-insured plan related to any Business Employee. (xiv) Seller Transaction Expenses. All Seller Transaction Expenses. 17 CAO ARTICLE III PURCHASE PRICE Section 3.1 Purchase Price and Related Matters. (a) Purchase Price. Upon the terms and subject to the conditions contained in this A reement the aggregate purchase price for the Specified Assets shall be an amount equal to (i) plus, (ii) the Adjustment Amount (the result of such calculation in clauses (i) through(ii),the"Purchase Price"). (b) Payments at the Closing. At the Closing: (i) Buyer shall pay to Seller,by wire transfer of immediately available funds into an account or accounts designated by Seller in writing, an aggregate amount equal to (A) plus (B) the Estimated Adjustment Amount (the result of such calculation in clauses (A) through (B), the "Estimated Purchase Price"), minus (C) the amount of the Closing Date Debt, minus (D) the Seller Transaction Expenses, minus (E) the Escrow Amount. (ii) Buyer shall deliver or cause to be delivered (on behalf of Seller) to each Person identified on Schedule 3.1(c)(i) the amount of Closing Date Debt owed by Seller to such Person as set forth in the payoff letters delivered to Buyer prior to the date hereof. (iii) Buyer shall deliver or cause to be delivered (on behalf of Seller) to each Person identified by Seller in the Seller Transaction Expense Statement delivered to Buyer pursuant to Section 3.1(c)(ii) the amount of Seller Transaction Expenses due to such Person as identified in the Seller Transaction Expense Statement. (iv) Buyer shall deposit an amount equal to the Escrow Amount into an escrow account with the Escrow Agent, to be held in escrow and disbursed pursuant to the terms and conditions of this Section 3.1(b)(iv), Section 3.2(d), Section 10.7(a) and an escrow agreement by and among Buyer, Seller and the Escrow Agent (the "Escrow Agreement"). The Escrow Amount will be held in escrow, pursuant to the terms and conditions of the Escrow Agreement, to fund any payment required to be made to Buyer under Section 3.2(d) or the Buyer Indemnified Parties under Article X. (A) No later than three (3) Business Days after the six (6) month anniversary of the Closing Date,Buyer and Seller shall,pursuant to the terms and conditions of the Escrow Agreement, execute and deliver to the Escrow Agent joint written instructions directing the Escrow Agent to distribute to Seller an amount equal to less any amounts released from the Escrow Amount to Buyer or the Buyer Indemnified Parties pursuant to Section 3.2(d) or Article X (as applicable), less the aggregate amount of any unresolved claims as to which a claim notification has been delivered pursuant to Section 10.4. (B) No later than three (3) Business Days after the twelve (12) month anniversary of the Closing Date, Buyer and Seller shall, pursuant to the terms and conditions of the Escrow Agreement, execute and deliver to the Escrow Agent joint written instructions directing the Escrow Agent to distribute to Seller the balance of the then-remaining Escrow Amount less the aggregate 18 cpo amount of any unresolved claims as to which a claim notification has been delivered pursuant to Section 10.4. (c) Pre-Closing Deliveries. (i) Payoff Letters. Prior to the date hereof, Seller has delivered to Buyer a payoff letter from the applicable lender for each item of Business Indebtedness identified on Schedule 3.1(c)(i) stating the prepayment amount of the outstanding Business Indebtedness held by such lender as of the date hereof(including all interest, prepayment penalties,premiums, fees and expenses thereof or related thereto) and a per diem amount for each day thereafter (such amounts, in the aggregate and including the applicable per diem amounts through the actual Closing Date, are referred to herein as the "Closing Date Debt"). (ii) Seller Transaction Expenses. Prior to the date hereof, Seller has delivered to Buyer a true and complete statement (the "Seller Transaction Expense Statement") of all unpaid costs and expenses (including the fees, costs and expenses of legal counsel, investment bankers, brokers and other representatives) incurred for the benefit of Seller, any Unitholder or any of their respective Affiliates or as a transaction bonus, severance, change of control or similar payment to any officer, director, manager or employee of Seller or any of its Affiliates (including all payroll, employment or similar Taxes, if any,required to be paid by Seller with respect to such amounts), in each case, incurred or arising in connection with this Agreement or the Transaction (collectively, the "Seller Transaction Expenses"). The Seller Transaction Expense Statement shall include wiring instructions for payment of each of the Seller Transaction Expenses. (iii) Estimated Closing Date Schedule. Prior to the date hereof, Seller has delivered to Buyer a schedule (the "Estimated Closing Date Schedule") setting forth an estimate of the Closing Date Net Working Capital (the "Estimated Closing Date Net Working Capital") and reflecting all components (and the amounts thereof) necessary to compute the Estimated Closing Date Net Working Capital. The Estimated Closing Date Schedule was prepared by Seller in good faith, in accordance with GAAP and on a basis consistent with that used in the preparation of the Sample Working Capital. Section 3.2 Post-Closing Adjustment. (a) Delivery of Closing Date Schedule. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a schedule (the "Closing Date Schedule") setting forth (i) a statement of the Closing Date Net Working Capital and reflecting all components (and the amounts thereof) necessary to compute the Closing Date Net Working Capital and(ii)the computation of the Purchase Price based on the foregoing. Buyer will provide Seller with copies of Buyer's books,records and supporting data used to prepare the Closing Date Schedule in each case as reasonably requested by Seller in writing in order to review the Closing Date Schedule; provided, however, that nothing contained in this Section 3.2 shall require Buyer to disclose any accountants' work papers or attorney-client privileged information. The Closing Date Net Working Capital reflected on the Closing Date Schedule will be determined in good faith, in accordance with GAAP and on a basis consistent with that used in the preparation of the Sample Working Capital. Seller shall have the right to review the Closing Date Schedule for a period of forty-five(45)days following the delivery of the Closing Date Schedule by Buyer. 19 cPd (b) Objections. Seller shall have the right to object to any amount or computation appearing in the Closing Date Schedule by notifying Buyer in writing of such objections prior to the expiration of the forty-five (45) day review period described above. If Seller does not timely make any such objection, the Closing Date Net Working Capital as set forth in the Closing Date Schedule delivered by Buyer shall be determinative for purposes of this Section 3.2 and shall be final and binding on all parties to this Agreement. (c) Resolution of Disputes. If Seller timely objects to any amount or computation appearing in the Closing Date Schedule, Seller and Buyer shall, during the thirty(30) day period following delivery of Seller's objections, attempt in good faith to resolve the matters on the Closing Date Schedule to which Seller objected. In the event Seller and Buyer cannot agree on such matters by the end of such thirty(30)day period, Seller and Buyer shall mutually engage the Neutral Accountant to resolve such matters. Buyer and Seller shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within thirty (30) days thereafter, to resolve only the matters objected to by Seller and not resolved by the parties with respect to the determination of the Closing Date Net Working Capital. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All fees and expenses of the Neutral Accountant in connection with any dispute under this Section 3.2 shall be paid by Buyer on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant)bears to the total amount of disputed items so submitted. Each party shall bear any fees and expenses of its own accountants with respect to the matters described above. The Closing Date Net Working Capital as finally determined pursuant to Section 3.2(b) or this Section 3.2(c) (the "Final Closing Date Schedule") and the calculation of the Purchase Price based thereon shall be determinative, final and binding on all parties hereto. (d) Payments. (i) If the Estimated Adjustment Amount exceeds the Adjustment Amount (the amount of such excess, the "Deficit"), then Buyer and Seller shall cause the Escrow Agent to disburse to Buyer an amount equal to the Deficit from the Escrow Amount; provided, that if the Deficit exceeds the Escrow Amount, then Buyer may, in its sole discretion,recover the amount of such excess from Seller and the Unitholders,jointly and severally. (ii) If the Adjustment Amount exceeds the Estimated Adjustment Amount (the amount of such excess, the "Surplus"), then Buyer shall pay to Seller, by wire transfer of immediately available funds into an account or accounts designated by Seller in writing,an amount equal to the Surplus. (iii) All payments to be made to Buyer or Seller under this Section 3.2(d) shall be made no later than five (5) Business Days following the completion of the Final Closing Date Schedule. Section 3.3 Allocation of the Purchase Price. The purchase price for the Specified Assets of Seller (as determined for federal income Tax purposes)shall be allocated for federal and,where applicable, state and local income Tax purposes among such Specified Assets in accordance with Section 1060 of the Code and consistent with the methodology 20 CA° and principles provided in Schedule 3.3 (the "Allocation Statement"). Buyer (with Seller's cooperation) shall deliver to Seller within sixty (60) days after the final determination of the Final Closing Date Schedule an allocation schedule (the "Allocation Schedule") determined in accordance with this Section 3.3 and the Allocation Statement, and Seller shall have thirty(30) days following such delivery to review and provide any objections thereto in writing. Seller and Buyer shall attempt in good faith to resolve any such objections within the thirty (30) days following delivery of Seller's objections (if any) to Buyer; provided, however, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such thirty (30) day period, such dispute shall be resolved by the Neutral Accountant in accordance with the procedures described in Section 3.2(c). Buyer and Seller each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return consistent with the Allocation Schedule (as finally determined), and Buyer and Seller shall report all Tax consequences of the Transaction in a manner consistent with the Allocation Schedule and shall not take any position inconsistent therewith on any Tax Return, in any refund claim, in any litigation or investigation or otherwise (except to the extent otherwise required pursuant to a final determination within the meaning of Section 1313(a) of the Code (or any similar provision of state or local Legal Requirements). In the event of any adjustment to the purchase price for the Specified Assets pursuant to Section 3.5 or Section 10.9, the Allocation Schedule (as finally determined) shall be adjusted as appropriate in accordance with the principles set forth in this Section 3.3. Section 3.4 Withholding. Buyer shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code or applicable state or local Tax law. Amounts withheld pursuant to this Section 3.4 shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Section 3.5 Adjustment to Purchase Price. Buyer and Seller agree to treat any payments made pursuant to Section 3.2(d) as an adjustment to the purchase price for the Specified Assets (as determined for federal income Tax purposes) for all Tax purposes, except to the extent otherwise required pursuant to a final determination within the meaning of Section 1313(a) of the Code (or any similar provision of state or local Legal Requirements) or for any amounts required to be treated as interest under Sections 1274 or 483 of the Code. ARTICLE IV CLOSING Section 4.1 Closing and Closing Date. The closing of the Transaction (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement, or at such other time and place as the parties may mutually agree in writing (the date on which the Closing occurs is referred to herein as the "Closing Date"). The Closing will take place by electronic exchange of documents. The Closing shall be deemed to have occurred at 11:59pm ET on the Closing Date(the"Effective Time"). Section 4.2 Seller's Closing Deliveries. At the Closing, Seller shall execute (or cause to be executed) and deliver to Buyer all of the following documents and instruments and deliver to Buyer the following additional items: 21 Cp,O (a) Bill of Sale. A bill of sale in form and substance reasonably satisfactory to the parties transferring the Specified Assets to Buyer (the "Bill of Sale"), duly executed by an authorized officer of Seller. (b) Officer's Certificate. An Officer's Certificate in form and substance reasonably satisfactory to the parties, duly executed by an officer of Seller authorized to execute such certificate. (c) W-9. A properly executed IRS Form W-9 from Seller. (d) Consents. Evidence reasonably satisfactory to Buyer that Seller has obtained all Consents listed on Schedule 4.2(d) (the"Required Consents"). (e) Payoff Letters and Releases. Payoff letters and releases in respect of all of Business Indebtedness, as described in Section 3.1(c)(i), in form and substance reasonably satisfactory to Buyer in its sole discretion, which state that (i) any and all Liens that any lender may have with respect to the Specified Assets are released, and(ii) Buyer or its designee(s) shall be authorized to prepare and file all such Lien releases or documentation reasonably necessary to effectuate such lien releases with appropriate Governmental Authorities. (f) Intellectual Property Transfer Documents. Transfer documents in form and substance reasonably satisfactory to the parties required to transfer the Business Intellectual Property to Buyer as of the Closing Date (collectively, the "Intellectual Property Transfer Documents"), duly executed by an authorized officer of Seller. (g) Assignment and Assumption Agreement. An assignment and assumption agreement in form and substance reasonably satisfactory to the parties (the "Assignment and Assumption Agreement") transferring the Business Contracts and Assumed Liabilities to the Buyer,duly executed by an authorized officer of Seller. (h) Assignment and Assumption of Leases. An assignment and assumption of lease agreement for each lease in form and substance reasonably satisfactory to the parties (the "Assignment and Assumption of Lease Agreements")transferring the Real Property Leases to the Buyer,each duly executed by an authorized officer of Seller. (i) Escrow Agreement. The Escrow Agreement, duly executed by an authorized officer of Seller. (j) Transition Services Agreement. A transition services agreement in form and substance reasonably satisfactory to the parties (the "TSA"), duly executed by an authorized officer of Seller. (k) State Tax Compliance. A Florida Certificate of Compliance issued to Seller by the Florida Department of Revenue dated no more than thirty(30)days prior to Closing. (1) Subcontract Agreement. A subcontract agreement (the "Subcontract") in form and substance reasonabl satisfacto to the arties for services to be rendered under that certain ,duly executed by an authorized officer of Seller. 22 CA° (m) Further Documents. Such other and further certificates, assurances and documents as Buyer may reasonably request from Seller or the Unitholders in order to effect the Transaction. Section 4.3 Buyer's Closing Deliveries. At the Closing, the Buyer shall execute (or cause to be executed) and deliver to Seller all of the following documents: (a) Bill of Sale. The Bill of Sale,duly executed by an authorized officer of Buyer. (b) Secretary's Certificate. A Secretary's Certificate in form and substance reasonably satisfactory to Seller, duly executed by the Secretary or an Assistant Secretary of Buyer authorized to execute such certificate. (c) Intellectual Property Transfer Documents. The Intellectual Property Transfer Documents,duly executed by an authorized officer of Buyer. (d) Assignment and Assumption Agreement. The Assignment and Assumption Agreement,duly executed by an authorized officer of Buyer. (e) Assignment and Assumption of Lease Agreements. The Assignment and Assumption of Lease Agreements, each duly executed by an authorized officer of Buyer. (f) Escrow Agreement. The Escrow Agreement, duly executed by an authorized officer of Buyer and the Escrow Agent. (g) Transition Services Agreement. The TSA, duly executed by an authorized officer of Buyer. (h) Subcontract Agreement. The Subcontract, duly executed by an authorized officer of Buyer. (i) Further Documents. Such other and further certificates, assurances and documents as Seller may reasonably request in order to effect the Transaction. ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE UNITHOLDERS Seller and, solely with respect to Section 5.27, each Unitholder, severally and not jointly, hereby represent and warrant to Buyer as follows: Section 5.1 Organization and Authority. Seller is a limited liability company duly formed, validly existing and in good standing under the Legal Requirements of the State of Delaware, with full corporate power and authority to conduct the Business as now conducted by it and to own, lease and use its assets and properties. Seller has the power and authority to enter into and perform its obligations under this Agreement and each Transaction Document to which it is a party. The execution, delivery and performance of this Agreement and such 23 Cp,0 Transaction Documents by Seller and the consummation of the Transaction by Seller have been duly authorized by all requisite action on the part of Seller. This Agreement constitutes, and the Transaction Documents to which Seller is a party and the other instruments and documents to be executed and delivered by Seller hereunder will, when executed and delivered, constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to the Enforceability Exceptions. Section 5.2 Foreign Qualification. Schedule 5.2 sets forth a list of states in which Seller is duly qualified or registered to do business as a foreign corporation in connection with the operation of the Business, and such states are the only states in which such qualification by Seller is required by any Legal Requirement in connection with the operation of the Business. Seller is in good standing in each state listed on Schedule 5.2. Section 5.3 Capitalization; Subsidiaries. (a) Schedule 5.3(a)sets forth the authorized equity securities of Seller,the number of equity securities issued and outstanding of Seller, and the record and beneficial owners thereof as of the date hereof. Except as set forth on Schedule 5.3(a), there are no Contracts not yet fully performed relating to the issuance, sale or transfer of any equity securities or other securities of Seller. None of the outstanding equity securities of Seller were issued in violation of the Securities Act of 1933, as amended(the"Securities Act"),or any other Legal Requirement. (b) Except as set forth on Schedule 5.3(b), Seller does not have any subsidiary or any equity investment in any other Person or any branch or permanent establishment in any foreign country used in connection with the operation of the Business. Section 5.4 No Conflicts and Consent Requirements. Except as set forth on Schedule 5.4, the execution and delivery of this Agreement by Seller does not, and the execution and delivery by Seller of the Transaction Documents to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and Seller's consummation of the Transaction will not: (a) require the Consent of any Governmental Authority or other Person; (b) conflict with or result in a violation or breach of any provision of the Organizational Documents of Seller or any resolution adopted by the board of managers or the unitholders of Seller; (c) conflict with or result in a violation or breach in any material respect of any Legal Requirement or Order applicable to Seller or any of its assets or properties; (d) conflict with or result in a violation or breach in any material respect of, constitute (with or without notice or lapse of time or both) a default under, or accelerate any obligation of Seller under any Contract or Permit to which Seller is a party or by which any of its assets is bound;or (e) result in the creation or imposition of any Lien (except for Permitted Liens)upon Seller or any of its assets or properties(including the Specified Assets). 24 CAO Section 5.5 Litigation and Claims. (a) Except as set forth in Schedule 5.5(a), there is no pending Action or, to the Knowledge of Seller, threatened Action (i)by or against Seller or any Unitholder or that otherwise relates to or may affect in any material respect the Business or any of the Specified Assets, or(ii)that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with,the Transaction. To the Knowledge of Seller,no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Action. (b) Except as set forth in Schedule 5.5(b),(i)there is no Order to which Seller or any Unitholder or any of the Specified Assets is subject, (ii)to the Knowledge of Seller, no officer, director, manager, agent or employee of Seller is subject to any Order that prohibits such officer, director, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business, (iii) Seller and each Unitholder are and at all times have been in compliance with all of the terms and requirements of each Order to which it or he or any of the Specified Assets is or has been subject, (iv)no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Seller, any Unitholder or any of the Specified Assets is subject, and (v) neither Seller nor any Unitholder has received any oral or written notice or other communication from any Governmental Authority or any other Person regarding any actual, alleged,possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller, any Unitholder or any of the Specified Assets is or has been subject. (c) Since January 1, 2022, no Action or threatened Action in connection with the Business has been finally settled, adjudicated or otherwise resolved involving Seller or any Unitholder, nor has Seller or any Unitholder been subject to any Order in connection with the Business (i) which obli ated Seller or such Unitholder to pay any amount in excess of individually, or in the a re ate or (ii) pursuant to which Seller or such Unitholder received any amount in excess of , individually,or_in the aggregate. Section 5.6 Financial Statements. Schedule 5.6 contains correct and complete copies of the following (collectively, the "Financial Statements"): (a) select, unaudited balance sheet accounts with respect to the Business for the fiscal year ended on December 31, 2023 and the statements of income for the fiscal years ended on December 31, 2022 and December 31, 2023 and (b) select, unaudited balance sheet accounts with respect to the Business for the eleven month period ended November 30, 2024 (the "Interim Balance Sheets"). The Financial Statements have been prepared from and are in accordance with the books and records of the Business (which records are true, correct, and complete in all material respects), fairly present in all material respects the financial position and results of operations of the Business as of the respective dates and for the periods indicated, and, except as disclosed on Schedule 5.6, have been prepared in accordance with GAAP and in a manner consistent with the historic accounting practices of Seller, consistently applied throughout the periods indicated. Section 5.7 Absence of Changes or Events; No Undisclosed Liabilities; Accounting Controls. (a) Absence of Changes. Since August 31, 2024, (i)there has been no Material Adverse Effect, and (ii) except as set forth on Schedule 5.7(a), the Business has been conducted 25 by Seller in the Ordinary Course of Business and, in each case solely with respect to the Business and the Specified Assets: (i) there has not been any material damage, destruction or casualty loss to the Specified Assets; (ii) Seller has not sold, leased, licensed or otherwise disposed of any assets that are material to the Business,except in the Ordinary Course of Business; (iii) Seller has not granted or permitted to exist any Liens on the Specified Assets,other than Permitted Liens; (iv) Seller has not delayed or postponed the payment of any Account Payable or other liability, except in the Ordinary Course of Business; (v) Seller has not taken any action that would result in payments to Seller sooner than is usual in the Ordinary Course of Business; (vi) other than payments of bonuses, salaries, commissions, benefits or other compensation in the Ordinary Course of Business, there has not been any payment of, or increase or decrease (except in the Ordinary Course of Business)by Seller of, any bonus, salary, commission, benefit or other compensation to any director, officer, employee or consultant of Seller or entry into or amendment of any employment, severance, bonus, retirement, loan or other Contract with any director, officer, employee or consultant of Seller; (vii) there has not been any adoption of,or amendment to, or material increase or decrease in the payments to or benefits under,any Seller Benefit Plan; (viii) there has not been any sale,redemption or transfer of any equity interests in Seller; (ix) there has not been any issuance of additional equity interests of Seller or any merger, equity purchase, asset purchase or plan of exchange with respect to any equity interests of Seller; (x) there has not been any capital expenditure or series of related capital expenditures) by Seller either involving more than , individually or in the aggregate,or outside the Ordinary Course of Business; (xi) there has not been any transaction with any Unitholder or any Affiliate of any Unitholder(other than payment of compensation in the Ordinary Course of Business or payment of cash dividends); (xii) there has not been any change in accounting methods used by Seller; (xiii) there has not been any release or waiver of any claim or right of Seller with a value in excess of_individually or_in the aggregate; and (xiv) Seller has continued in full force and effect all insurance coverage relating to the Business, and there has not been (A) any audit or similar investigation 26 CIO conducted by any underwriter with respect to any of Seller's insurance policies relating to the Business, (B) any cancellations (or threatened cancellations) with respect to any of Seller's insurance policies relating to the Business, or (C) any increase in premiums (or proposed increase in premiums) under any of Seller's insurance policies relating to the Business. (b) Undisclosed Liabilities. Except as set forth on Schedule 5.7(b), Seller has no Liabilities in connection with the operation of the Business except(i)to the extent set forth on the face of, or reserved against in, the Financial Statements, and (ii)Liabilities incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet that are not alone or in the aggregate material to the financial condition or operating results of Seller in connection with the operation of the Business. (c) Indebtedness. Except as set forth on Schedule 3.1(c)(i), Seller does not have any Indebtedness in connection with the operation of the Business. (d) Accounting Controls. The accounting controls of Seller have been and are sufficient to provide reasonable assurances that (i) all transactions in connection with the operation of the Business are executed in accordance with management's general or specific authorization, (ii) all transactions in connection with the operation of the Business are recorded as necessary to permit the accurate preparation of financial statements in accordance with GAAP (subject to exceptions set forth on Schedule 5.6) and to maintain proper accountability for related items, (iii) access to assets in connection with the operation of the Business is permitted only in accordance with management's general or specific authorization and (iv) reasonable procedures are implemented to effect the collection of accounts, notes and other receivables in connection with the operation of the Business on a current and timely basis. (e) Bankruptcy. Seller has not made an assignment in favor of its creditors or a proposal in bankruptcy to its creditors or any class thereof or had any petition for a receiving order presented in respect of it. Seller has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of Seller or any of its property or assets and no execution or distress has been levied upon any of the property or assets of Seller. No act or proceeding relating to bankruptcy or insolvency has been taken or authorized by or against Seller with respect to any merger, consolidation, arrangement or reorganization of, or relating to, Seller nor have any such proceedings been authorized by any other Person. Section 5.8 Real Property. (a) Owned Real Property and Leased Premises. Seller does not own, and has never owned, any interest in real property that is or has been used in the Business. The leased real property described on Schedule 5.8(a) (the "Leased Premises") constitutes all real property used or held for use in connection with the operation of the Business. With respect to the Leased Premises: (i) to the Knowledge of Seller, there are no material known defects or material adverse physical conditions affecting the Leased Premises or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Leased Premises; and 27 (ii) no capital repairs or replacements that would cost in excess of are needed or are pending with respect to any improvements on the Leased Premises. (b) Real Property Leases. Schedule 5.8(b)lists all of Seller's real property leases for the Leased Premises (the "Real Property Leases") and lists the term of each such Real Property Lease, any extension options, and the rent payable thereunder, in each case as of the date of this Agreement. Seller has Made Available complete and accurate copies of the Real Property Leases. With respect to each Real Property Lease: (i) such Real Property Lease is in full force and effect and is legal, valid, binding and enforceable against Seller in accordance with its terms and, to the Knowledge of Seller,the other parties thereto; (ii) except as set forth in Schedule 5.8(b)(ii), such Real Property Lease is assignable by Seller to Buyer without the consent or approval of any party and such Real Property Lease will continue to be legal, valid, binding, enforceable in accordance with its terms on the date hereof and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) neither Seller nor, to the Knowledge of Seller, any other party is in breach or violation of, or default under any such Real Property Lease in any material respect, and no event has occurred, is pending or, to the Knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Seller or, to the Knowledge of Seller, any other party under such Real Property Lease in any material respect; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Real Property Lease; (v) Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the applicable leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities as currently conducted; and (vii) to the Knowledge of Seller, there is no security interest, easement, covenant or other restriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by the Business of the real property subject thereto. Section 5.9 Title; Sufficiency of Specified Assets. (a) Title. Seller owns good and valid title to all of the Specified Assets, free and clear of all Liens(except Permitted Liens). (b) Shared Assets; Sufficiency of Specified Assets. Schedule 5.9(b) contains a complete and correct list of all material Shared Assets. Except for assets which are primarily related to administrative overhead functions, information technology, finance, and human resources, the Specified Assets, together with the Shared Assets listed on Schedule 5.9(b), constitute all of the assets, properties, rights and interests, tangible and intangible, of any nature whatsoever, necessary to conduct the Business as historically conducted by Seller and as 28 Cpo presently conducted by Seller, in each case in all material respects. Seller has the right to use all of the Specified Assets in the manner that such Specified Assets are presently used by Seller in the Business. None of the Excluded Assets, other than the Shared Assets, are used in the operation of the Business. Section 5.10 Tangible Personal Property. (a) Tangible Personal Property. Seller is in possession of and has good title to,valid leasehold interests in,or valid rights under a Contract to use all the Transferred Tangible Personal Property. Except as disclosed in Schedule 5.10(a)(i), all the Transferred Tangible Personal Property is in all material respects usable for its intended purposes and is in service and in good condition, ordinary wear and tear consistent with its age and use excepted. The sale, assignment and transfer of the Transferred Tangible Personal Property by Seller to Buyer pursuant to this Agreement will effectively transfer to Buyer all Tangible Personal Property used by Seller in connection with the Business. Except as set forth on Schedule 5.10(a)(ii), all Tangible Personal Property used by Seller in connection with the Business is located at the Leased Premises. (b) Personal Property Leases. A complete and correct copy of each Contract pursuant to which Seller leases any Tangible Personal Property (each, a "Personal Property Lease")has been Made Available. Seller is not in default under, and neither Seller nor any of the Unitholders has received written notice of any default outstanding under, any Personal Property Lease, and there exists no uncured default thereunder by any other Person. Each Personal Property Lease is in full force and effect and is enforceable by and against Seller and, to the Knowledge of Seller, the other parties thereto, in accordance with its terms, in each case subject to the Enforceability Exceptions. Section 5.11 Accounts Receivable; Accounts Payable; Inventory. (a) Accounts Receivable. All Accounts Receivable are reflected properly on the books and records of Seller, are valid receivables that represent bona fide arms' length sales in the Ordinary Course of Business, collectible by Seller in the Ordinary Course of Business, and are not subject to any setoffs,counterclaims,valid defenses, offsets,returns, allowances or credits of any kind. No Accounts Receivable are due and owing to Seller from any Affiliate of Seller, and no Accounts Receivable have been assigned or pledged to any other Person. Schedule 2.1(a)(vii) sets forth an accurate and complete list of all Accounts Receivable as of the date hereof. (b) Accounts Payable. Each of the accounts, notes and other payables and amounts owed by Seller in connection with the operation of the Business (collectively, the "Accounts Payable") represents bona fide arm's length transactions in the Ordinary Course of Business. Schedule 5.11(b) sets forth an accurate and complete list of all Accounts Payable as of January 24,2025. None of such Accounts Payable is materially past due. (c) Inventory. All of the existing Inventory of Seller was acquired by Seller in the Ordinary Course of Business, is merchantable and fit for sale in the Ordinary Course of Business and is not slow-moving, obsolete, below standard quality, damaged, defective or expired, subject only to the reserve for inventory write-down set forth in the Interim Balance Sheets as of the date thereof) and the Final Closing Date Schedule (as of the Closing Date). Each item of inventory reflected on the Interim Balance Sheets is valued based on a standard costing model. Except as set forth on Schedule 5.11(c), no Inventory of Seller is held under a consignment or similar arrangement or at a location other than the Leased Premises, and with respect to inventory at a 29 OpsO location set forth on Schedule 5.11(c), all filings with Governmental Authorities and all notices to other Persons have been made that are necessary to protect the ownership rights of Seller in the Inventory located at such locations. Section 5.12 Intellectual Property; Data Security; Privacy. (a) Registered Intellectual Property. Schedule 5.12(a) contains a true and complete list of all Business Intellectual Property that is Registered Intellectual Property, including (i) all such Registered Intellectual Property that is owned by Seller; and (ii) all such Registered Intellectual Property that is owned by any other Person. All necessary registration, maintenance and renewal fees currently due in connection with Registered Intellectual Property required to be identified on Schedule 5.12(a) have been paid and all necessary documents, recordations and certificates in connection with such Registered Intellectual Property have been filed with the relevant Governmental Authorities for the purposes of prosecuting, establishing ownership and maintaining such Registered Intellectual Property in the name of Seller. There are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings presently pending or threatened with respect to the Registered Intellectual Property required to be identified on Schedule 5.12(a). (b) Licensed Software; Licensed Databases. Schedule 5.12(b) contains a true and complete list of all Licensed Software and Licensed Databases. Seller has complied with the applicable license terms for all Intellectual Property that is licensed from a third-party, including licensing a sufficient number of"seats," "users" or other usage metrics to accounts for the use of any licensed Intellectual Property. (c) Other Material Business Intellectual Property. Schedule 5.12(c0 contains a true and complete list of all material Business Intellectual Property that is not otherwise set forth in Schedule 5.12(a) and Schedule 5.12(b), as well as an indication of the owner of such material Business Intellectual Property. (d) Ownership; Non-Infringement. Seller owns all right, title and interest in and to, or is permitted to use pursuant to a valid,written license agreement all Intellectual Property that is listed or required to be listed for Seller on Schedule 5.12(al through Schedule 5.12(c) and all other Business Intellectual Property, in each case free and clear of all Liens (other than Permitted Liens). All Business Intellectual Property is valid and subsisting. The Intellectual Property listed on Schedule 5.12(a) through Schedule 5.12(0 comprises all of the Intellectual Property used in and necessary to conduct the Business in the same manner as Seller conducted the Business immediately prior to the Closing. All Business Intellectual Property will be owned by or licensed for use by Buyer immediately after the Closing on substantially the same terms and conditions as by Seller immediately prior to the Closing. The Business Intellectual Property, the use of the Business Intellectual Property, and the operation of the Business does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property of any other Person. Neither Seller nor any Unitholder has received any notice or claim from any other Person alleging that Seller infringes, misappropriates, dilutes or otherwise violates any Intellectual Property of such other Person or challenging the right of Seller to own, use or enforce any of the Business Intellectual Property. There are no current legal proceedings or threats of legal proceedings in which Seller has alleged the infringement,misappropriation, dilution or other violation of Seller's Intellectual Property in the Business Intellectual Property by any other Person, and, to the Knowledge of Seller, there has been no infringement, misappropriation, dilution or other violation of the Business Intellectual Property in the Business Intellectual Property by any other Person. None of the Business Intellectual Property is (i) subject to any Order that restricts or 30 CAO otherwise prevents the use thereof by Seller, and (ii) subject to any challenge as to its use, ownership,validity,registrability,or enforceability by Seller. (e) Maintenance. Seller has taken all reasonable actions to maintain and protect all of the Business Intellectual Property so as not to adversely affect the validity or enforceability thereof, and no loss or expiration of any of such Business Intellectual Property is threatened or pending, except for Intellectual Property expiring at the end of its statutory term (and not as a result of any act or omission by Seller, including any failure to pay any required maintenance fees). (f) Trade Secrets. No claim has been asserted by any Person with respect to, or challenging or questioning,the ownership,validity of, or right to use any Trade Secrets used in or necessary to the conduct of the Business, nor, to the Knowledge of Seller, is there a valid basis for any such claim. Neither Seller nor any Unitholder has disclosed any of the Trade Secrets relating to the Business to any other Person, except pursuant to a written confidentiality or nondisclosure agreement protecting such Trade Secrets, and Seller and each Unitholder have otherwise taken commercially reasonable steps to maintain the trade secret nature of such Trade Secrets. (g) Trade Names. Schedule 5.12(g) sets forth a list of all trade names used by Seller in connection with the Business since January 1, 2022. To the Knowledge of Seller, since January 1, 2020, the Business has not used any other trade names other than those listed on Schedule 5.12(g). (h) IT Systems. Except as set forth on Schedule 5.12(h), (i) the Computer Software, Computer Databases, systems, servers, network equipment and other information technology systems used by Seller in the Business, whether owned, maintained or controlled by Seller or another Person(collectively, the"IT Systems")are in all material respects adequate and sufficient (including with respect to working condition and capacity) for the conduct and operation of the Business and have not experienced bugs, failures, breakdowns, or continued substandard performance in the past twelve (12) months that has caused or reasonably would be expected to cause any substantial disruption or interruption in or to the use of any such IT Systems, (ii) Seller (and any other Person acting on its behalf) has taken reasonable measures to maintain the performance, security and integrity of the IT Systems and (iii) Seller has back-up and disaster recovery arrangements in the event of a failure of the IT Systems that are in all material respects adequate and sufficient for the conduct and operation of the Business as conducted immediately prior to the Closing, but in any event, are in accordance with standard industry practice. The Computer Software and Computer Databases listed on Schedule 5.12(b), and Schedule 5.12(c) comprise all of the Computer Software and Computer Databases used in and necessary to conduct the Business in the same manner as Seller immediately prior to the Closing, excluding Off-the- Shelf Software. (i) Employees and Contractors. Each former and current employee and contractor of Seller who has created, contributed to or had access to any portion of the Confidential Information, Trade Secrets used or developed in connection with the Business, or Business Intellectual Property has executed a written Contract (i) assigning to Seller all right, title and interest(including in all Intellectual Property)that the employee or contractor has therein and(ii) requiring the employee or contractor to maintain the confidentiality of all such Confidential Information,Trade Secrets and Business Intellectual Property. 31 CAO (j) Agreements and Policies. Seller has Made Available true and complete copies of: (i) all confidentiality and nondisclosure agreements with Seller's current and former employees and contractors of the Business; (ii) all agreements pursuant to which Seller's current and former employees and contractors assign any rights in Business Intellectual Property to Seller; and (iii) all documents reflecting Seller's policies with respect to protecting the confidentiality of Confidential Information, Trade Secrets used or developed in connection with the Business, Business Intellectual Property and acquiring ownership in Business Intellectual Property developed by Seller's employees and contractors. (k) Sensitive Data. Seller (and any other Person acting on its behalf) utilizes administrative, physical, and electronic security measures that (i) comply with the Industry Security Standards, including with respect to preventing the unauthorized access, disclosure, and use of Personal Information, (ii) comply with the Payment Card Industry Data Security Standard, including with respect to preventing the unauthorized access, disclosure or use of Cardholder Data, and (iii) are designed to detect, prevent, and remove any Harmful Code from the IT Systems and any unauthorized access, disclosure or use of the IT Systems or data stored thereon. There have not been any actual or alleged material incidents of data security breaches or unauthorized access with respect to the IT Systems. Seller (and any other Person acting on its behalf) has materially complied with all Legal Requirements, policies, procedures, obligations under Contracts to which Seller is party, and the Industry Security Standards with respect to data privacy, data security and security breach notification requirements, including the Payment Card Industry Data Security Standard and any Legal Requirements dealing with the protection of Cardholder Data and Personal Information, and Seller has not received any written notices alleging its failure to comply with the same,in any material respect. (1) Privacy Policies. Since January 1, 2022, Seller has maintained written privacy policies concerning Seller's use, storage, retention, disclosure and disposal of Personal Information that comply with applicable Legal Requirements and have provided materially accurate notice of such privacy policies, and such notices, together with all other privacy-related communications from Seller(and any other Person acting on its behalf) and other privacy-related materials distributed or marketed by Seller (collectively, the "Privacy Policies") have not contained and do not contain any material omissions of Seller's privacy practices or other practices concerning the collection, use, storage, retention, disclosure and disposal of Personal Information. Seller has Made Available copies of its Privacy Policies. Seller's privacy practices conform, and at all times since January 1, 2022 have conformed, in all material respects, to Seller's applicable written Privacy Policies then in effect. Seller's Privacy Policies and its practices concerning the collection, use, storage, retention, disclosure and disposal of Personal Information conform, and at all times since January 1, 2022 have conformed in all material respects, with all of Seller's obligations under Contracts to which Seller is party. Seller does not collect, store,retain, disclose or otherwise process any Personal Information of any Person who is a citizen of the European Union. Section 5.13 Material Contracts. (a) Description of Material Contracts. Schedule 5.13(a)contains a true and complete list of the following Contracts (collectively, together with the Real Property Leases, the Government Contracts and the Business Contracts to the extent not otherwise listed on Schedule 5.13(a),the "Material Contracts") to which Seller is a party with respect to or in connection with the Business or by which any of the Specified Assets is bound: 32 CAO (i) all Contracts (A) providing for aggregate payments by Seller, or to Seller, of at least _annually, (B) with Material Customers and Material Vendors, or (C) requiring performance by any party more than one (1) year from the date hereof, which, in each case, cannot be cancelled by Seller without penalty or without more than 60 days' notice; (ii) all Contracts providing for a commitment of employment or personal services to Seller, and all Contracts with any staffing agency or professional employer organization, labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment, including any collective bargaining agreements, and any other Contract between Seller and any Unitholder or any Affiliate, director,manager or officer of Seller; (iii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any business activity or compete with any Person,prohibiting or limiting the ability of any Person to compete with Seller, prohibiting or limiting the ability of any Person to solicit Seller's customers, suppliers, vendors, employees or contractors, prohibit or limiting any Person's use of Seller's Confidential Information, Trade Secrets used or developed in connection with the Business or Business Intellectual Property, or prohibiting or limiting Seller's right to use or enforce Business Intellectual Property that is owned by Seller; (iv) all Contracts with any Person (A) containing a "most favored nation" or similar pricing provision or (B) requiring Seller to sell or purchase any products or services exclusively to or from such Person or to sell or purchase a minimum quantity of any products or services to or from such Person; (v) all partnership, joint venture, product development, shareholders' or other similar Contracts, including those involving a sharing of profits, losses, costs or liabilities by Seller with any other Person; (vi) all distributor, consultant, independent contractor or sales representative Contracts; (vii) all Contracts relating to the ownership, the right to use, or the disposition or acquisition of any of the Specified Assets other than commercial transactions in the Ordinary Course of Business of Seller; (viii) all Contracts under which Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Business Indebtedness (including capital lease obligations) or under which Seller has granted(or may grant) a Lien on any of the Specified Assets; (ix) all Contracts providing for payments to or by Seller or any Unitholder based on sales,purchases or profits,other than direct payments for goods; (x) all Contracts requiringca ital expenditures after the date of this Agreement in an amount in excess of , individually or in the aggregate, in any calendar year; 33 (xi) all Contracts pursuant to which Seller(A) grants to any Person a license, permission or other right to use any Intellectual Property or(B)receives from any Person a license, permission or other right to use any Intellectual Property (other than Off-the- Shelf Software); (xii) all Contracts premised on Seller's Preferential Status; and (xiii) all Contracts (other than those identified above) that (A)are material to the Business, (B)were not entered into in the Ordinary Course of Business or(C)cannot be terminated by Seller on sixty(60) days' notice or less without resulting in any cost or penalty to Seller. Seller has Made Available copies of each written Material Contract and a written summary setting forth the terms and conditions of each oral Material Contract. (b) Status of Material Contracts. Except as disclosed in Schedule 5.13(b)(i), neither Seller nor, to the Knowledge of Seller, any counterparty to any Material Contract is in any material respect in violation or breach of, or default under, such Material Contract,and no facts or circumstances exist that with notice or lapse of time or both would constitute any such event of default or permit termination, modification or acceleration under any such Material Contract. Each Material Contract is in full force and effect and constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and, to the Knowledge of Seller, enforceable by Seller (and, after the Closing Date, by Buyer) against the other party or parties thereto in accordance with its terms, subject to the Enforceability Exceptions. Except as disclosed in Schedule 5.13(b)(ii), all Material Contracts have been entered into by Seller on an arms-length basis. Section 5.14 Tax Matters. (a) Tax Returns and Taxes. All Tax Returns of Seller or otherwise with respect to the Business or the Specified Assets required to be filed have been timely filed. All such filed Tax Returns were true, correct and complete in all material respects when filed. All Taxes of Seller or otherwise owed in connection with the Business or the Specified Assets (whether or not shown on any Tax Return) have been timely paid. No claim has been made by a Governmental Authority in a jurisdiction where a Tax Return has not been filed or Taxes have not been paid by Seller or otherwise with respect to the Business or the Specified Assets that Seller or any Unitholder is or may be required to file Tax Returns or to pay Taxes of Seller or otherwise with respect to the Business or the Specified Assets in that jurisdiction. None of the Specified Assets are located outside of the United States. Seller has Made Available to Buyer true and correct copies of all Tax Returns of Seller for all taxable periods commencing on or after January 1, 2022. (b) Sales and Use Taxes. Seller has duly and timely collected and remitted all sales, use, excise and similar Taxes in accordance with applicable Legal Requirements, and Seller has collected and maintained all resale certificates and other documentation required to qualify for any exemption from the collection of any such Taxes. (c) Withholding Taxes. Seller has withheld and paid all Taxes required to have been withheld and paid in accordance with applicable Legal Requirements. 34 CAO (d) Employment Taxes. Seller has withheld and paid or will withhold and pay all Taxes in connection with the Business required to have been or to be withheld and paid in connection with amounts paid or owing by Seller to any Business Employee, creditor, independent contractor or shareholder of Seller or any other third party. Seller has complied with all applicable Legal Requirements relating to the withholding, collection and remittance of Taxes, including any information reporting requirements. (e) Disputes. No deficiency for Taxes is currently being assessed or asserted by any Governmental Authority against Seller or otherwise with respect to the Business or the Specified Assets. Except as set forth on Schedule 5.14(e), there is no Action concerning any Taxes or Tax Returns of Seller or otherwise related to the Business or the Specified Assets, either presently pending or threatened by any Governmental Authority in writing. Schedule 5.14(e) lists all federal, state, local, and foreign Tax Returns filed by Seller for taxable periods ended on or after December 31, 2022, with respect to the Business or the Specified Assets, indicates those Tax Returns that have been audited, and indicates those Tax Returns that are currently the subject of an audit. (f) Waivers. Neither Seller nor any Unitholder has waived any statute of limitations with respect to any Tax related to the Business or any of the Specified Assets or agreed to any extension of time with respect to a Tax assessment or deficiency related to the Business or any of the Specified Assets. (g) CARES Act. In connection with the Business, Seller has not (i) made any election to defer any payroll Taxes under the CARES Act or(ii)taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program. (h) No Foreign Persons. Seller is a United States person for U.S. federal income Tax purposes,as defined in Section 7701(a)(30)of the Code. (i) No Power of Attorney. There is no power of attorney given by or binding upon Seller with respect to Taxes for any period for which the statute of limitations (including any waivers or extensions)has not yet expired that is currently in effect. (j) Tax Sharing Agreements. Seller is not party to, or bound by, any Tax indemnity, Tax sharing, or Tax allocation agreement, and Seller is not party to any closing agreement or offer in compromise with any taxing authority. (k) Private Letter Rulings. No private letter rulings, technical advice memoranda, or similar agreements or rulings have been requested, entered into, or issued by any taxing authority with respect to Seller. Section 5.15 Compliance with Legal Requirements; Permits. (a) Compliance with Legal Requirements. Except as disclosed in Schedule 5.15(a), since January 1, 2022, Seller has not been in violation of any Legal Requirement in any material respect, and no facts or circumstances exist that, with the passage of time or the giving of notice or both, could reasonably serve as the basis for any claim that Seller is not in compliance with any Legal Requirement in connection with the Business. Neither Seller nor any Unitholder has 35 GA.O received any notice or other communication from a Governmental Authority that alleges that Seller is not in compliance with any Legal Requirement in connection with the Business. (b) Permits. Schedule 5.15(b)lists all of the Permits used or held for use by Seller in connection with the Business. Such listed Permits constitute all of the Permits necessary to conduct the Business, are in full force and effect, are not subject to any restrictions or conditions that would limit the Business as presently conducted and, except in the case of any such listed Permits that are not assignable or transferable or that require Consent in connection with the Transaction, will remain in full force and effect immediately following the Closing. Seller is not in violation of any Permit, and neither Seller nor any Unitholder has received notice from any Governmental Authority that (i) Seller is carrying out any activities in breach or violation of any Permit or (ii) such Governmental Authority intends to terminate, cancel, limit or not renew any Permit. All such Permits are in full force and effect. (c) No Foreign Operations. Seller does not perform and has never performed any Services in any country other than the United States, and Seller does not export and has not exported any Products outside the United States. (d) Anti-Corruption. Neither Seller, the Unitholders nor any of their respective Affiliates, employees or any other Person (including any agent) acting on behalf of Seller has, directly or indirectly (i) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, including in money, property, services, favors, gifts or employment, or other tangible or intangible benefits (A) to obtain favorable treatment in securing business, (B) to pay for favorable treatment for business secured, (C)to obtain special concessions or for special concessions already obtained, or (D) for any other illegal or improper purpose; (ii) established or maintained any fund or asset for the benefit of Seller that has not been recorded in such entity's books and records; or(iii)made or caused to be made any false claim for payment to any Governmental Authority. Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by Seller and its directors, managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Seller and its directors, managers,officers, employees and agents are in compliance with Anti-Corruption Laws and applicable Sanctions. None of Seller or any of its directors,managers,officers, employees or agents that currently acts,or has acted in any capacity in connection with the Transaction Documents, is a Sanctioned Person. Section 5.16 Labor Matters. (a) Business Employees. Schedule 5.16(a) contains a true and complete list of all Business Employees and the following information (to the extent applicable) for each such Business Employee: hire date, current job title, work location (including whether in-office, remote or in the field), full-time or part-time status, exempt / nonexempt status, current hourly rate or annual compensation, accrued bonus, accrued sick leave, accrued vacation benefits, and leave status (active or leave of absence). To the Knowledge of Seller, no Business Employee has any plans to terminate his or her employment. To the Knowledge of Seller, no Business Employee is obligated under any Contract or subject to any Order that would interfere with such Business Employee's ability to promote the interest of the Business following the Closing or that would conflict with such Business Employee's employment obligations to Buyer following the Closing.No Person, other than the Business Employees listed on Schedule 5.16(a), is providing a material service to the Business as an employee or independent contractor of the Business. 36 -N.. , l (b) Compliance. Seller has complied in all material respects with all Legal Requirements relating to the employment of labor,including provisions thereof relating to wages, hours,equal opportunity,collective bargaining, status verification,FLSA(or state law equivalent) exemptions, fair employment practices, discrimination, disability rights, accommodations or benefits, working conditions, hiring, promotion and termination of employees, health and safety and the payment of social security and other Taxes in connection with the Business. All wages and other compensation owed to Business Employees and independent contractors have been paid by Seller in full prior to the Closing Date, and such amounts have been fully paid in accordance with applicable Legal Requirements, including, but not limited to, any accrued but unused paid time off,accrued but unused sick time and severance benefits. (c) Organizational Activity. There has not been, and there is not presently pending or existing, and to the Knowledge of Seller, there is not threatened, any strike, slowdown, picketing, lockout or work stoppage in connection with the Business. To the Knowledge of Seller,no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute in connection with the Business. To the Knowledge of Seller, no labor union has engaged in any union organizing activity or campaign at the Leased Premises. (d) Independent Contractors. Schedule 5.16(d) sets forth for each consultant and independent contractor who has provided material services to Seller with respect to the Business since January 1, 2022, his, her or its name, work location, the general nature of the services provided, the total compensation for the applicable calendar year(s), and duration of engagement. Each independent contractor is properly classified by Seller as such. All Contracts with independent contractors comply in all material respects with all Legal Requirements and are legal, valid, in full force and effect, and enforceable by Seller in accordance with their terms. Any amount due to any independent contractor whose contractual relationship with Seller terminated on or before the Closing Date has been duly and timely paid and no other outstanding amount is due in relation to any such termination. (e) Sexual Harassment. Seller has promptly and reasonably investigated all known sexual harassment allegations made by or against any Business Employee. With respect to each such allegation that Seller's investigation deemed to have merit, Seller took prompt remedial and corrective action that was reasonably calculated to remedy the situation and to curtail further instances of harassment. Seller does not have any material liability with respect to any such allegation. (f) OSHA. Seller complies with and meets all Occupational Safety and Health Administration standards applicable to it in connection with the Business and meets and at all times has complied with any health and safety standards required under any Contract with its customers in connection with the Business, in each case in all material respects. (g) Form I-9. All Business Employees are citizens of, or are otherwise authorized to work in,the United States, and a Form I-9 has been properly completed and retained with respect to each such employee or former employee as required by applicable Legal Requirements. Except as set forth on Schedule 5.16(g),no Business Employee is on a work visa status. Section 5.17 Seller Benefit Plans. (a) Identification of Benefit Plans. Schedule 5.17(a) sets forth a true and complete list of all Seller Benefit Plans for Business Employees currently maintained by Seller or any 37 Ch° Seller ERISA Affiliate and any Seller Benefit Plan in which Seller or any Seller ERISA Affiliate participate in or have any Liability for Business Employees, and any Seller Benefit Plan that has been terminated since January 1, 2022. Except for (i)the Seller Benefit Plans that were terminated since January 1, 2022, and with respect to which neither Seller nor any Seller ERISA Affiliate has any financial, administrative, or other liability, obligation or responsibility, and (ii)the Seller Benefit Plans set forth in Schedule 5.17(a), Seller does not maintain, has never established or maintained, has never been obligated to make, and has never otherwise made, contributions to or under or otherwise participated in, any Seller Benefit Plan for Business Employees. Except with respect to wages for the payroll period immediately before Closing and any paid time off used during such payroll period immediately before Closing, all wages and other compensation owed to Business Employees and independent contractors have been paid by Seller in full prior to the Closing Date, and such amounts have been fully paid in accordance with each of the Seller Benefit Plans and applicable Legal Requirements, including, but not limited to, any unused paid time off and severance benefits. (b) No Certain Types of Plans. Except as set forth in Schedule 5.17(b), neither Seller nor any Seller ERISA Affiliate maintains,nor has at any time established or maintained,or has at any time been obligated to make,or made, contributions to or under(i) any"multiemployer plan" (as defined in Sections 3(37) or 4001(a)(3) of ERISA) or"multiple employer plan" (within the meaning of Section 4064(a)of ERISA); (ii)any defined benefit pension plan,money purchase pension plan, or any other type of plan subject to Section 302 or Title IV of ERISA; (iii)any plan which provides post-retirement medical or other welfare benefits with respect to Business Employees or former Business Employees (other than to the extent necessary to comply with COBRA); (iv)any organization described in Sections 501(c)(9) or 501(c)(20) of the Code that provides benefits with respect to Business Employees or former Business Employees; or (v)any plan which provides retirement benefits in excess of the limitations in Sections 401(a)(17), 401(k),401(m),402(g),or 415 of the Code with respect to any Business Employees. (c) Documentation. Seller has Made Available a complete and correct copy of the following documents, if applicable, with respect to each Seller Benefit Plan identified on Schedule 5.17(a)that is presently in effect or that was in effect at any time since January 1, 2022: (i)all documents, including any insurance contracts and trust agreements, setting forth the terms of the Seller Benefit Plan, or if there are no such documents evidencing the Seller Benefit Plan, a full description of the Seller Benefit Plan, (ii)the ERISA summary plan description and any other summary of plan provisions provided to participants or beneficiaries for each such Seller Benefit Plan, (iii)the annual reports (Form 5500 series) filed for the most recent three (3) plan years and most recent financial statements or periodic accounting of related plan assets with respect to each Seller Benefit Plan,(iv)the most recent favorable determination letter, opinion, or ruling from the IRS for each Seller Benefit Plan, the assets of which are held in trust, to the effect that such trust is exempt from federal income tax, and (v)each opinion or ruling from the Department of Labor or the Pension Benefit Guaranty Corporation with respect to such Seller Benefit Plans. (d) Qualified Status. Each Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code, and related trust that is intended to be tax-exempt under Section 501(a)of the Code,has received(or is entitled to rely on) a favorable determination letter from the IRS to the effect that such plan is qualified under the Code and such trust is tax-exempt. Any such determination letter remains in effect and has not been revoked, and no circumstances exist under which such letter could reasonably be expected to be revoked. (e) Compliance. Each Seller Benefit Plan has at all times been maintained, by its terms and in operation, in accordance with all applicable Legal Requirements in all material 38 respects. Further, with respect to each Seller Benefit Plan, there has been no failure to comply with applicable ERISA or other requirements concerning the filing of reports, documents, and notices with the Secretary of Labor and Secretary of Treasury or the furnishing of such documents to participants or beneficiaries that could subject Buyer to any material civil or any criminal sanction. Seller and each Seller ERISA Affiliate has complied in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act of 2010 and the Health Care and Reconciliation Act of 2010 (collectively, the"ACA") including all provisions of the ACA applicable to the employees of Seller and each Seller ERISA Affiliate, including as applicable the employer shared responsibility provisions relating to the offer of "minimum essential coverage"to "full-time" employees that is "affordable" and provides "minimum value" (as defined in Section 4980H of the Code and related regulations) and the applicable employer information reporting provisions under Sections 6055 and 6056 of the Code (and all related regulations). For the avoidance of doubt, on and after January 1, 2022, Seller and each Seller ERISA Affiliate has offered "minimum essential coverage" (as defined in Section 5000A(f)(1)(B)) of the Code to all Business Employees who were classified as "full-time employees"under Section 4980H of the Code and their dependents in accordance with such Code section and applicable regulations. Such minimum essential coverage has been "affordable" and has provided"minimum value"(each within the meaning of Sections 36B(c)(2)(C) and 4980H(b) of the Code and related regulations). Seller and each Seller ERISA Affiliate has complied in all material respects with applicable information reporting requirement under Sections 6055 and 6056 of the Code (and all applicable regulations) with respect to the current or former Business Employees (and their covered dependents)and each Seller ERISA Affiliate. (f) Funding. All amounts due under each Seller Benefit Plan as contributions, insurance premiums and benefits have been fully funded and paid by Seller. (g) Legal Actions. There are no actions, audits, suits, or claims which are pending or, to the Knowledge of Seller, threatened against any Seller Benefit Plan, any fiduciary of any Seller Benefit Plan with respect to any Seller Benefit Plan, or against the assets of any Seller Benefit Plan, except claims for benefits made in the ordinary course of the operation of such plans. (h) Absence of Certain Actions. There have been no prohibited transactions or breaches of any of the duties imposed on "fiduciaries" (within the meaning of section 3(21) of ERISA) by ERISA with respect to the Seller Benefit Plans that could result in any liability or excise tax under ERISA or the Code being imposed on Seller or any Seller ERISA Affiliate. There have been no "reportable events" within the meaning of Section 4043 of ERISA and the regulations and interpretations thereunder. (i) 409A Compliance. Each Seller Benefit Plan that is subject to Section 409A of the Code has been administered in material compliance with its terms and the operational and documentary requirements of Code Section 409A and all applicable regulatory guidance (including notices, rulings and proposed and final regulations thereunder). Seller does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (j) Deferred Compensation Awardees/Participants and Transaction Bonus Recipients. Schedule 5.17(j) contains a true and complete list of all Business Employees or other individuals related to the Business currently entitled to or potentially entitled to receive either(i) deferred compensation from Seller or any Seller ERISA Affiliate, including compensation attributable to a phantom equity award, an equity appreciation right or similar benefit, or(ii) any 39 additional compensation, including any transaction bonus,above his or her regular compensation, as a result of the execution of this Agreement, any of the Transaction Documents or the consummation of the Transaction. (k) Excess Parachute Payments. No amount that could be received(whether in cash or property or the vesting of property) as a result of the Transaction by any employee, officer, director, member,manager, shareholder or other individual service provider of Seller or any of its Affiliates who is a "disqualified individual" (as such term is defined in the Treasury Regulation Section 1.280G 1) under any Contract, arrangement, plan or otherwise could be characterized as an"excess parachute payment"(as such term is defined in Section 280G(b)(1)of the Code). (I) No Acceleration of Liability Under Seller Benefit Plans. Except as set forth in Schedule 5.17(1), neither the execution of this Agreement nor the consummation of the Transaction will create,accelerate,or increase any Liability under any Seller Benefit Plan. Section 5.18 Insurance Programs. Schedule 5.18 contains a true and complete list of all Insurance Programs. Except as set forth on Schedule 5.18, each Insurance Program is in full force and effect, all premiums due under such Insurance Programs have been paid, and Seller is not in default under any Insurance Program. Except as set forth on Schedule 5.18, neither Seller nor any Unitholder has received any notice (a)of cancellation or termination with respect to any Insurance Program, (b)that any insurance premium will be materially increased in the future or (c)that any insurance coverage will not be available in the future on substantially the same terms as now in effect. All pending and prior claims arising under any Insurance Program have been timely disclosed and reported to the relevant insurance carrier. No insurance carrier under any Insurance Program has disputed or issued a reservation of rights letter in connection with the defense of any claim. The Insurance Programs provide insurance coverage for the Specified Assets and operations of the Business in amounts consistent with past insurance practices of Seller and sufficient to meet all requirements under all Business Contracts and Legal Requirements applicable to Seller with respect to the Business. Except as set forth on Schedule 5.18, Seller has not been denied any insurance coverage that Seller has requested with respect to the Business, and no insurance coverage or policy of Seller with respect to the Business has been canceled since January 1, 2022. Section 5.19 Environmental Matters. (a) Compliance. Except as disclosed in Schedule 5.19(a): (i) Seller is and since January 1,2022 has been in compliance in all material respects with all applicable Environmental Legal Requirements and all Environmental Permits in connection with the Business and to the Knowledge of Seller, since January 1, 2020, the Business has been in compliance in all material respects with all applicable Environmental Legal Requirements and all Environmental Permits in connection with the Business. (ii) With respect to the Leased Premises, there has been no material Release, treatment, storage, transportation or handling of, disposal or arrangement for disposal of, exposure to, or contamination by, a Hazardous Substance(including, for the avoidance of doubt, asbestos) which could give rise to any material current or future liability or corrective or remedial obligation with respect to any such real property under Environmental Legal Requirements. 40 Cp0 (iii) Seller has Made Available true and correct copies of all environmental audits, reports, assessments and other documents materially bearing on Environmental Liabilities relating to the past or current operations, properties or facilities of Seller in connection with the Business or related to the Business, which are in Seller's possession or under its reasonable control. (iv) Since January 1, 2022, with respect to the Business, neither Seller nor any Unitholder has received any written notice alleging any Environmental Liability nor, to the Knowledge of Seller, is any Environmental Liability threatened against Seller or the Leased Premises. To the Knowledge of Seller,there are no circumstances that would reasonably be expected to form the basis of any such Environmental Liability in respect of the Business. (b) Environmental Permits. Schedule 5.19(b) sets forth a list of all Environmental Permits used or held for use by Seller in the conduct of the Business. Seller has in full force and effect all Environmental Permits that Seller is required to have with respect to the Business in accordance with applicable Environmental Legal Requirements. (c) Environmental Reports. Seller has delivered the following to Buyer: (i) any and all material environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the Business including with respect to the Leased Premises or any real property formerly owned, operated or leased by Seller and used in connection with the Business, which (x) are in the possession, custody or control of Seller and (y) relate to Permits of Seller, compliance by Seller with Environmental Legal Requirements, claims against Seller under Environmental Legal Requirements, notices to Seller in respect of Environmental Legal Requirements or the release of Hazardous Substances by Seller or the Business; and (ii) any and all material documents with respect to the Business concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution or emissions, manage waste or otherwise ensure compliance with current or future Environmental Legal Requirements (including costs of remediation,pollution control equipment and operational changes)or Permits. Section 5.20 Relationship With Affiliates. Except as set forth on Schedule 5.20, (a) none of the Unitholders nor any Affiliate of any Unitholder provides or supplies products, assets,technology,services,financing or facilities in connection with the Business, (b) the Business does not provide or supply any products, assets,technology, services, financing or facilities to any Unitholder or any Affiliate of Seller or any Unitholder, (c) Seller has not entered into any Contract with any Unitholder or any Affiliate of Seller or any Unitholder in connection with the Business and (d) none of the Unitholders, any Affiliate of Seller or any Unitholder, or any employee or consultant of, or service provider to, Seller is, or has been at any time, engaged as an employee, consultant or service provider to any Material Customer or Material Vendor or owns (or has owned at any time) any equity interest (directly or indirectly) in any Material Customer or Material Vendor. Section 5.21 Brokers. Except as set forth on Schedule 5.21, neither Seller nor any of its Affiliates, nor other Person acting on behalf of Seller or any of its Affiliates, has agreed to pay to any broker, finder, investment banker or any other Person a brokerage, finder's or other fee or commission in connection with this Agreement or the Transaction. 41 cAo Section 5.22 Guarantees; Powers of Attorney. (a) Except as set forth on Schedule 5.22(a),no Liability of Seller is guaranteed by or subject to a similar contingent obligation provided by any Unitholder or other Affiliate of Seller, and Seller has not guaranteed or become subject to a similar contingent obligation in respect of any Liability of any Unitholder or other Affiliate of Seller or any customer, supplier or other Person to whom Seller sells goods or provides services or with whom Seller otherwise has a business relationship. (b) Except as set forth on Schedule 5.22(b), there are no outstanding powers of attorney executed by Seller with respect to the Business. Section 5.23 Customers; Vendors. (a) Schedule 5.23(a)contains a complete and accurate list of the top twenty-five (25) customers of Seller in connection with the Business, measured by revenue, during the twelve- month period ended December 31, 2023 and the eleven (11) month period ended November 30, 2024 (the "Material Customers"). Except as set forth on Schedule 5.23(a), none of the Material Customers has given notice to Seller that it intends to stop, or materially decrease the rate of buying products or services from Seller or otherwise materially adversely change the terms of its relationship with Seller. To the Knowledge of Seller, none of the Material Customers intends to cease doing business with or otherwise amend or decrease or delay its purchases from Seller, and there is no present claim, dispute or controversy with any of such Material Customers. Except as disclosed in Schedule 5.23(a), no Material Customers are entitled to or customarily receive discounts, allowances, rebates, credits, preferential terms or similar reductions in price or other trade terms. (b) Schedule 5.23 b contains a complete and accurate list of the suppliers of Seller with an annual spend of over in connection with the Business, based on purchases of products and services, during the twelve-month period ended December 31, 2023 and the eleven (11) month period ended November 30, 2024 (the "Material Vendors"). None of the Material Vendors has given notice to Seller that it intends to stop, or materially decrease the rate of, supplying products or services to Seller or otherwise materially adversely change the terms of its relationship with Seller(including any price increases). To the Knowledge of Seller, none of the Material Vendors intends to cease doing business with or otherwise amend or change the terms on which it does business with Seller (including any price increases), and there is no present claim,dispute or controversy with any of such Material Vendors. Section 5.24 Government Contracts. (a) As to any Government Contract entered into in connection with the Business (which, for the avoidance of doubt, shall include bids, offers and proposals of the Seller that, if accepted or successful, would result in a Government Contract) for which the Seller has performed services or been bound: (i) the Seller has been in compliance with all contract requirements and have maintained necessary performance qualifications, certifications and approvals to ensure adequate performance; (ii) all representations and certifications applicable to such contracts and associated bids or proposals were accurate in all respects when made and have been updated as required; (iii) all invoices and reports submitted to a customer were accurate in all respects, and any required adjustments or overpayments have been promptly credited and reported to the applicable customer and recorded in the financial records of the Seller; (iv) no such contract was awarded based on §8(a) status, small business status, small disadvantaged 42 CA.o business status, protégé status, HUB-Zone small business status, veteran owned small business status, service disabled veteran owned small business status, woman owned status, minority owned status or other preferential status afforded by statute or regulation, certified business entity status (collectively, "Preferential Status"), nor did the Seller certify itself with respect to any Government Contract as qualifying under any Preferential Status; and (v) the Seller has not submitted any false or fraudulent claims nor disclosures to a Governmental Authority pertaining thereto,nor received or made written(or, to the Knowledge of Seller, oral) assertions or demands relating to breach,termination, cure or show-cause notice, audit, investigation,non-responsibility, conflict of interest, inaccurate certification, improper invoicing, false or reckless claim, false statement, fraud, kickback or violation of applicable Legal Requirements arising under or related to a Government Contract or an associated bid or proposal. Neither the Seller nor any of its officers, directors, principals, owners or managers has been suspended, debarred or excluded from contracting with a Governmental Authority or have been notified in writing of any proposed suspension, debarment or exclusion or received any show cause notice from a suspending, debarring or excluding official. The Seller does not have a conflict of interest that would affect the validity of or ability to obtain a Government Contract or has been in violation of any applicable restriction or requirement relating to lobbying, political activity or payments to or the offering or giving of anything of value to government officials. (b) The Seller has not held itself out, formally or informally, to any customer of the Business as having Preferential Status and no underlying customer contracts of the Seller require, or would be at risk of default or customer dispute, due to the loss of, any Preferential Status. No reasonable basis currently exists, or has existed, to give rise to a claim for fraud in connection with any Government Contract under applicable Legal Requirements. The Seller has all necessary data security and physical security systems and procedures in place to satisfy in all material respects the requirements of the Government Contracts. Any data security or physical security breaches related to any Government Contracts have been disclosed and reported to any applicable Governmental Authority as required by applicable Legal Requirements. Section 5.25 Product and Service Warranties; Product Liability. (a) Product and Service Warranties. Each product manufactured, sold, distributed, leased, licensed, delivered or installed by Seller in connection with the Business(collectively, the "Products") and each service provided by Seller in connection with the Business(collectively,the "Services") is (i)in compliance with all applicable Legal Requirements, and (ii)in conformity with any and all Contracts and express and implied warranties made by Seller with respect to such Product or such Service. No Product or Service is subject to any written guaranty,warranty, or other indemnity beyond the applicable standard terms and conditions of sale, lease or license of Seller, a copy of which is set forth on Schedule 5.25(a). Seller has no Liabilities (and, to the Knowledge of Seller, there is no basis for any Action against Seller) relating to alleged defects in the Products or the Services or the failure of any Products or Services to meet the warranty specifications applicable thereto. (b) Product Liability. Except as set forth on Schedule 5.25(b), Seller has no Liabilities (and, to the Knowledge of Seller, there is no basis for any Action against Seller) arising out of any injury to individuals or property as a result of the ownership,possession, or use of any of the Products. Section 5.26 Solvency. 43 CAO Neither Seller nor any of its Affiliates is insolvent, and neither Seller nor any of its Affiliates will be rendered insolvent as a result of the Transaction. Immediately following the Closing, Seller will: (a) be able to pay Seller's Liabilities as they become due in the Ordinary Course of Business; (b) have reasonable capital with which to conduct its business; and(c)have assets (calculated at fair market value) that exceed its liabilities. The cash available to Seller, after taking into account all other anticipated uses of the proceeds from the sale of the Business, will be sufficient to pay all of its debts and judgments promptly in accordance with their terms. Section 5.27 Unitholder Representations. Each Unitholder represents and warrants, solely with respect to such Unitholder,as follows: (a) Authority. Such Unitholder has the power, authority and legal capacity to enter into and perform its, his or her respective obligations under this Agreement and each Transaction Document to which such Unitholder is a party. This Agreement constitutes, and the Transaction Documents to which such Unitholder is a party and the other instruments and documents to be executed and delivered by such Unitholder hereunder will, when executed and delivered, constitute, the legal, valid and binding obligations of such Unitholder, enforceable against such Unitholder in accordance with their respective terms, subject to the Enforceability Exceptions. (b) Conflicts; Consents. The execution and delivery of this Agreement by such Unitholder does not, and the execution and delivery by such Unitholder of the other Transaction Documents to which such Unitholder is a party, the performance by such Unitholder of its, his or her obligations hereunder and thereunder, and such Unitholder's consummation of the Transaction will not: (i) require the Consent of any Governmental Authority or other Person; (ii) if such Unitholder is an entity, conflict with or result in a violation or breach of any provision of the Organizational Documents of such Unitholder; (iii) conflict with or result in a violation or breach in any material respect of any Legal Requirement or Order applicable to such Unitholder or any of such Unitholder's assets or properties; (iv) conflict with or result in a violation or breach in any material respect of, constitute (with or without notice or lapse of time or both) a default under, or accelerate any obligation of such Unitholder under any Contract or Permit to which such Unitholder is a party or by which any of such Unitholder's assets is bound; or (v) result in the creation or imposition of any Lien (except for Permitted Liens)upon such Unitholder or any of such Unitholder's assets or properties. (c) Brokers. Neither such Unitholder, nor any other Person acting on behalf of such Unitholder, has agreed to pay to any broker, finder, investment banker or any other Person a brokerage, finder's or other fee or commission in connection with this Agreement or the Transaction. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 44 CAO Buyer represents and warrants to Seller and the Unitholders as follows: Section 6.1 Organization and Authority. Buyer is a limited liability company,duly formed,validly existing and in good standing under the Legal Requirements of the State of New Jersey. Buyer has the power and authority to enter into and perform its obligations under this Agreement and each Transaction Document to which it is a party. The execution, delivery and performance of this Agreement and such Transaction Documents by Buyer and the consummation of the Transaction by Buyer have been duly authorized by all requisite action on the part of Buyer. This Agreement constitutes, and the Transaction Documents to which Buyer is a party and the other instruments and documents to be executed and delivered by Buyer hereunder will, when executed and delivered, constitute, the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms,subject to the Enforceability Exceptions. Section 6.2 No Conflicts and Consent Requirements. Except as set forth on Schedule 6.2, the execution and delivery of this Agreement by Buyer do not, and the execution and delivery by Buyer of the Transaction Documents to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and Buyer's consummation of the Transaction will not: (a) require the Consent of any Governmental Authority or other Person; (b) conflict with or result in a violation or breach of any provision of the Organizational Documents of Buyer or any resolution adopted by the board of directors, managers, stockholders,partners or members of Buyer; (c) conflict with or result in a violation or breach of any Legal Requirement or Order applicable to Buyer; or (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both)a default under, any Contract or Permit to which Buyer is a party. Section 6.3 Brokers. Neither Buyer nor any Person acting on behalf of Buyer has agreed to pay to any broker, finder, investment banker or any other Person, a brokerage, finder's or other fee or commission in connection with this Agreement. Section 6.4 No Litigation. There is no pending Action or,to the knowledge of Buyer,threatened Action,by or against Buyer that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Transaction. Section 6.5 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Specified Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises,books and records, and other documents and data of Seller for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to 45 co consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article V of this Agreement (including related portions of the Disclosure Schedules and the other Transaction Documents); and (b)neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Specified Assets or this Agreement, except as expressly set forth in Article V of this Agreement (including the related portions of the Disclosure Schedules and the other Transaction Documents). ARTICLE VII EMPLOYEE MATTERS Section 7.1 Employment. (a) Pursuant to the terms of the TSA, Seller covenants and agrees that it shall, from and after the Closing Date and through the expiration or termination of the employee related Services (as defined in the TSA) (the "Employee Transition Period"), (i) maintain all employee- related systems related to the employment of all Business Employees identified on Schedule 5.16(a) (collectively, the "TSA Employees"), and not terminate any such TSA Employees without cause, (ii) use commercially reasonable efforts to cause the TSA Employees to perform services for the benefit of Buyer and its Affiliates in accordance with Seller's past practice, (iii) provide for each TSA Employee wages, salaries, commission, bonuses, severances, COBRA obligations, vacation pay, personal time off, benefits and other liabilities or obligations to TSA Employees accrued, earned or due and attributable to employment during the Employee Transition Period, together with F.I.C.A., unemployment, payroll and any other Taxes and all employee and fringe benefits due with respect to such employees attributable to employment, in each case in accordance with Seller's past practice, (iv) provide for each TSA Employee continuing coverage under each Seller Benefit Plan that the TSA Employees and their covered dependents are enrolled in during the Employee Transition Period, and pay all premiums, contributions, administrative expenses and other amounts incurred or paid by Seller with respect to all insurance and other Seller Benefit Plans for the TSA Employees and dependents during the Employee Transition Period, (v) provide for each TSA Employee workers' compensation coverage and/or benefits and (vi) provide for each TSA Employee business related travel expenses and other reimbursements approved by Seller, in accordance with Seller's past practice, which amounts included in subsections (iii) through (vi) are earned, accrued or incurred by or become payable to such TSA Employee with respect to their employment by Seller during the Employee Transition Period under Seller's applicable plans, programs, Seller Benefit Plans, policies and procedures or which are required by applicable Legal Requirements. Seller shall add Buyer as an additional insured for purposes of all of its workers' compensation policies and general liability policies for the duration of the Employee Transition Period. (b) After the Closing Date, Buyer shall, in its sole discretion, offer employment to those Business Employees set forth on Schedule 7.1. All such offers of employment shall be contingent upon the satisfactory completion of Buyer's standard pre-employment screening process. Those Business Employees who accept employment with Buyer following Closing (or, in the case of employees who are not actively at work at the time employment with Buyer is offered, immediately after they are capable and ready to return to work) shall be referred to herein as the "Transferred Employees." Seller shall terminate the employment by Seller of the Transferred Employees upon the expiration or termination of the Employee Transition Period, or as otherwise may be agreed upon by Buyer and Seller. Unless otherwise dictated by a written employment agreement with Buyer, the employment of the Transferred Employees by Buyer shall be for"at-will" employment at such levels of compensation and benefits and with such job duties as are deemed appropriate by Buyer. Notwithstanding the previous sentences,to the extent 46 CAO permitted under Buyer's benefit plans and applicable Legal Requirements, Buyer will use commercially reasonable efforts to give credit to all Transferred Employees for their years of service with Seller for purposes of determining vacation or other paid time off benefits, and for eligibility to participate,vesting, and accrual of or in any Buyer employee benefit plan, other than a severance plan or any equity based program, if any. Except as otherwise specifically provided for in this Agreement or the TSA, Buyer does not assume any Liabilities relating to (a) claims of termination or severance from employment on or after the Closing Date as a result of the Transaction or otherwise, or (b) claims for vacation, sick pay, or personal leave with respect to employment prior to the date that any such Transferred Employee begins employment with Buyer. All employer responsibilities arising from or related to the termination by Seller of Business Employees pursuant to WARN or COBRA shall be the responsibility of Seller, and Seller agrees to lawfully discharge such responsibilities as and when due. Section 7.2 Employment Tax Filings. Buyer and Seller agree that, with respect to each Transferred Employee, Buyer and Seller will follow the standard procedures for Tax filings that are set out in Section 4 of IRS Revenue Procedure 2004-53. Seller and Buyer will each file a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employee was employed by Seller or Buyer, respectively. Section 7.3 No Claims. No Business Employee shall be entitled to assert any claim under this Agreement or any Transaction Document unless such Business Employee is a party hereto or thereto, as applicable. Section 7.4 Seller Waiver of Restrictive Covenants. Solely with respect to Buyer and its Affiliates, Seller hereby unconditionally waives, releases, terminates and discharges all restrictive covenants between Seller and each Transferred Employee. For the avoidance of doubt,no restrictive covenants between Seller and any Transferred Employee are hereby waived, released, terminated or discharged, except insofar as such waiver, release, termination and discharge is necessary for such Transferred Employee to work in any capacity for Buyer or its Affiliates. Upon request by Buyer and as permitted by Legal Requirements, Seller agrees to enforce the restrictive covenants between Seller and a Transferred Employee for the benefit of Buyer. ARTICLE VIII ADDITIONAL AGREEMENTS OF SELLER AND THE UNITHOLDERS Section 8.1 Chance of Corporate Name. On the Closing Date, Seller shall make all filings necessary to cancel or terminate its Application for Registration of Fictitious Name for "Aquagenix" filed with the Florida Division of Corporations and shall immediately cease use of the trade names listed on Schedule 8.1 and any derivative or associated trade names. Seller shall deliver evidence of such cancellations to Buyer within five (5) Business Days following the Closing Date. Section 8.2 Transition of Phone Service and Utilities. 47 CAO Seller covenants and agrees to fully cooperate with Buyer in the transfer/cut-over of phone services and utilities to Buyer by the close of business on the Closing Date. Section 8.3 Confidentiality. Following the Closing, Seller and each Unitholder shall, and shall cause their respective Affiliates and representatives to, hold in strict confidence and not utilize in their respective business any information or documents concerning the Business, Buyer or any of its Affiliates ("Confidential Information"), including all confidential or proprietary documents and information regarding the Business in the possession of Seller or any Unitholder even though such documents and information were first developed by, made known to, or obtained from, Seller or any Unitholder, except where disclosure may be necessary for such party to enforce its rights under this Agreement or any Transaction Document. Notwithstanding the foregoing, the following will not constitute "Confidential Information" for purposes of this Agreement: (a)other than confidential or proprietary documents and information regarding the Business, (i)information that is independently developed by Seller, a Unitholder, or any Affiliate thereof without access to the Confidential Information, and (ii)information that is obtained or was previously obtained by Seller, a Unitholder or its Affiliates from a third party who is not known by such party to be prohibited from transmitting the information to the such party by a contractual, legal or fiduciary obligation to any other party or its Affiliates, (b) (i)information that is or becomes generally available to the public other than as the result of a disclosure by Seller, a Unitholder, or any Affiliate thereof or their respective agents or employees, and (ii) information that Seller, a Unitholder, or any Affiliate thereof is legally obligated to disclose pursuant to a valid subpoena or a valid request from any Governmental Authority, subject to the obligation of such party to give Buyer reasonable advance notice of such disclosure(to the extent not prohibited by applicable Legal Requirements) and to cooperate with Buyer in seeking a protective order or other appropriate means for limiting the scope of the disclosure, and (c) consistent with past practice, information that is used by Seller in its businesses other than the Business (even if such information was also used in the Business). Section 8.4 Restrictive Covenants. (a) In order to induce the parties to enter into the Transaction, Seller and each of the Unitholders,and Buyer,agree to the provisions of this Section 8.4, as set forth below. (b) During the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the"Restricted Period"),neither Seller nor any Unitholder shall, directly or indirectly (including through a subcontract or similar arrangement), for itself, himself or herself or in any capacity for or on behalf of or in conjunction with any other Person, (i) engage in any Competing Business or (ii) own an interest in, manage, operate, control, advise, render services to or participate in (as a partner, member, stockholder, equityholder, lender, co- venturer,consultant or otherwise)an other Person that en a es in a Com etin Business in each case within the Non-Com ete Area. 48 CAO (c) During the Restricted Period, neither Seller nor any Unitholder shall, directly or indirectly, for itself, himself or herself or in any capacity for or on behalf of any other Person, in any manner (i) solicit the business of any Person who is a customer, supplier, vendor, licensee, licensor or consultant of Seller or the Business prior to the Closing to do business with, or purchase products or services from, a Competing Business, or (ii) cause, induce or attempt to cause or induce any customer, supplier,vendor, licensee, licensor or consultant who or which had a business relationship with Seller or the Business prior to Closing (A) to refrain from doing business, reduce the volume of its business, or cease doing business with Buyer, or (B) to deal with a Competing Business or otherwise in any way interfere with Buyer's business relationship with such party. For the avoidance of doubt, nothing herein shall prohibit the continuation of Seller's existing relationships (to the extent not related to the Business)with customers, vendors, and suppliers of Seller for Seller's retained businesses. (d) During the Restricted Period, neither Seller nor any Unitholder shall, directly or indirectly, for itself, himself or herself or in any capacity for or on behalf of or in conjunction with any other Person (i) recruit, induce, solicit or encourage any person (including the Transferred Employees) to leave the employ of Buyer or any of its Affiliates or in any way interfere with the relationship between any such person, on the one hand, and Buyer and its Affiliates, on the other hand, or (ii) hire or employ any person who is or was an employee of Buyer or any of its Affiliates (includin the Transferred Em to ees as an em to ee consultant inde endent contractor or otherwise. (e) Buyer hereby agrees that, for a period of three (3)years after the Closing Date, it will not, for itself or on behalf of any of its subsidiaries, (i) recruit, induce, solicit or encourage any person (excluding the Transferred Employees) to leave the employ of Seller or any of its Affiliates or in any way interfere with the relationship between any such person, on the one hand, and Seller and its Affiliates, on the other hand, or(ii)hire or employ any person who is or was an employee of Seller or any of its Affiliates(excludin the Transferred Em to ees as an em to ee consultant inde endent contractor or otherwise. (f) During the Restricted Period, Seller and each Unitholder, and the Buyer, shall not, and each shall cause its respective Affiliates not to,directly or indirectly, disparage any other party to this Agreement, or their respective owners, members, directors, managers, officers, employees, products or services; provided, that the foregoing shall not be violated by truthful 49 statements made in connection with any legal process expressly including any dispute arising from the Transaction, required governmental testimony or filings, or administrative or arbitral proceedings (including depositions in connection with such proceedings) or statements made subject to attorney-client privilege. For purposes of this Section 8.4(e),"disparage" includes comments or statements to the press, to the other parry's employees or to any individual or entity with whom the other party has a business relationship (including, without limitation, any vendor, supplier or customer), or any public statement, that in each case is made with the actual intent to materially damage, or with the reasonable expectation that the comment will materially damage, the other party, its Affiliates or their respective products or services. (g) For purposes of this Agreement, the term "Non-Compete Area" means the following: (i)the United States of America; (ii) any state within the United States of America, or any of its territories, in which Seller provided services or products to customers in connection with the Business(in-person,online,by correspondence or otherwise)during the twenty-four(24) months prior to the date hereof; and (iii) any metropolitan area within the United States of America, or any of its territories, in which Seller provided services or products to customers in connection with the Business (in-person, online, by correspondence or otherwise) during the twenty-four(24)months prior to the date hereof. (h) Seller and each of the Unitholders and Buyer agree that (i) the covenants and restrictions contained in this Agreement are fair, reasonable and necessary for the protection of the Business acquired by Buyer hereunder and the parties hereto, (ii) such covenants and restrictions relate to matters that are of special,unique and extraordinary character that give each such covenant and restriction a special, unique and extraordinary value, and (iii) a breach of any of such covenant or restriction may result in irreparable harm and damages to the other party that would be very difficult to determine and which cannot be adequately compensated by monetary award. Accordingly, the non-breaching party, in addition to and not to the exclusion of any monetary award or other rights and remedies at law or in equity to which such party shall be entitled, without necessity of posting a bond or other security arrangement, shall have the right to seek injunctive relief (temporary restraining order, preliminary injunction and permanent injunction)and specific performance with respect to any actual or threatened breach by any party, of any such covenant in order to prevent or to restrain any such breach by such party and/or any other Person acting for,on behalf of,or with such party,as applicable. (i) Notwithstanding anything herein to the contrary, in the event that any provision, covenant, section or subsection or restriction of this Section 8.4 is held by a court of competent jurisdiction to be excessively broad as to duration or scope, or otherwise invalid or unenforceable for any reason, the parties hereby authorize such court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish the purposes of such provisions, and, in the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement but every other provision of this Agreement shall remain in full force and effect. The parties further agree that, in the event that any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, then in the alternative, the parties hereto agree to rewrite the offending language so as to make it enforceable to the maximum extent permitted by law,and to sign an amendment to this Agreement containing such language without the payment of additional consideration. Section 8.5 Cooperation in Litigation. Each of the parties hereto shall reasonably cooperate with the other parties in the defense or prosecution of any litigation or proceeding (or order or settlement in connection therewith) involving any 50 CAO third party which has been or may be instituted hereafter against the parties or by Buyer or its Affiliates relating to or arising out of the Specified Assets or the conduct of the Business on or prior to the Closing Date. Notwithstanding the foregoing,this Section 8.5 shall not apply to any litigation which is the subject of a claim for indemnification pursuant to Article X hereof. Section 8.6 Lease Guaranty. The parties a ree that as of and after the Closing, shall take such actions re uired to kee uaran the "Lease Guaran " re ardin that certain , in place until the expiration of the in accordance with its terms. ARTICLE IX ADDITIONAL MUTUAL AGREEMENTS Section 9.1 Payments Received After Closing. If any payments or other proceeds are received by Seller or any Unitholder after the Closing Date, the right to which payments or proceeds are included in the Specified Assets, such payments or other proceeds shall be for the account of Buyer. If any payments or other proceeds are received by Buyer after the Closing Date, the right to which payments or proceeds are Excluded Assets, such payments or other proceeds shall be for the account of Seller. All such payments and other proceeds so received shall be held by the receiving party in trust for the benefit of the applicable other party and shall be paid promptly within five(5)Business Days to such other party. Section 9.2 Tax Matters. (a) Transfer Taxes. Notwithstanding anything herein to the contrary, the parties shall equally (50/50) be responsible for, and shall pay when due, all sales, transfer, use, title, conveyance, documentary, registration, recordation and similar Taxes (including any interest, penalty, or addition thereto, whether disputed or not and any liability in respect of any items described above payable by reason of contract, assumption, transferee liability, operation of law or otherwise) arising in connection with the Transaction (such Taxes, the "Transfer Taxes") and shall timely prepare and file all Tax Returns relating to such Transfer Taxes. (b) Prorations and Adjustments. Current real and personal property Taxes (in each case, to the extent not included in the calculation of Closing Date Net Working Capital) will be prorated and adjusted between Buyer and Seller, as applicable, as of the Closing Date such that Seller will pay and be responsible for all items accruing prior to and as of the Effective Time and Buyer will pay and be responsible for all items accruing after the Effective Time, regardless of whether such items are paid in advance or in arrears,but,in each case,only to the extent that such items have not been taken into account for purposes of determining the Closing Date Net Working Capital. (c) Cooperation. The parties shall, and shall each cause their respective Affiliates to, provide the other with such cooperation and information, as and to the extent reasonably requested, in connection with the filing of any Tax Return, determining Liability for Taxes or the availability of a refund or credit of Taxes, or in conducting any audit or Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions 51 CAD of relevant Tax Returns and related documents and making its employees available, to the extent reasonably requested. Section 9.3 Consents. (a) If any Business Contract to be transferred to and assumed by Buyer hereunder requires a Consent to effect the assignment thereof to Buyer, which Consent has not been obtained (or otherwise is not in full force and effect) as of the Closing, Seller shall retain each such Contract in trust for the benefit of Buyer, and this Agreement shall not constitute an assignment or attempted assignment of any rights or obligations thereunder until such Consent is obtained; provided that any such waiver shall not in any manner whatsoever be deemed to limit Buyer's right to indemnification pursuant to Article X. (b) With respect to any Business Contract for which Consent is required to effect the assignment thereof to Buyer, until and unless such Consent is obtained, and subject to Buyer's rights under this Section 9.3, Seller and Buyer shall cooperate in any reasonable back-to-back arrangements in order to: (i) provide for Buyer the benefits intended to be assigned under such Business Contract (unless the third party thereto rightfully terminates or cancels such Business Contract), including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party to such Business Contract arising out of the breach by such third party or otherwise; and (ii) provide for Seller a supply of all products and services provided by the Business to enable Seller to comply with their obligations under such Business Contract in favor of any third party to such Business Contract (unless the third party thereto rightfully terminates or cancels such Business Contract). (c) In the event that the Consent is obtained with respect to any such Business Contract following the Closing, upon receipt of such Consent such Business Contract shall thereupon automatically be transferred, conveyed, and assigned to Buyer, without any further action from Buyer or Seller or payment of any further consideration. Section 9.4 Pre-Closing Warranty Claims. If any Person asserts a warranty claim at any time commencing on the Closing Date and ending on the third anniversary thereof relating to products or services sold, installed, or performed by Seller in connection with the Business on or prior to the Closing Date (any claim during such period, a "Pre-Closing Warranty Claim"), Buyer shall provide such replacement products and/or perform such services as Buyer and Seller jointly conclude, in their respective commercially reasonable judgment, to be required to remedy the Pre-Closing Warranty Claim pursuant to the terms of the asserted warranty and shall use commercially reasonable efforts to provide any other warranty service with respect to such Pre-Closing Warranty Claim that Seller requests Buyer to perform.Buyer shall provide to Seller a monthly invoice for all reasonable costs (including labor costs at Buyer's then current labor rates) associated with Buyer's fulfillment of any open Pre-Closing Warranty Claims. Seller shall pay all undisputed amounts due under each invoice submitted by Buyer to Seller in U.S. Dollars no later than fifteen (15) days following receipt of such invoice (or such earlier period that may be mutually agreed between the parties). Each invoice must be accompanied with documentation of the calculation of the fees included on the invoice. In the event of a dispute regarding any invoice or other request for payment, Seller will immediately notify Buyer in writing and the parties will attempt to resolve promptly and in good faith any dispute regarding amounts owed. Seller acknowledges that Buyer 52 CAO has agreed to the foregoing provisions as an administrative convenience to Seller and recognizes that all Liability for any and all Pre-Closing Warranty Claims is the responsibility of Seller. Section 9.5 Bonds. Following the Closing, Seller will maintain in effect the bonds (and any other indemnification and credit support arrangements) Seller has in place prior to Closing with respect to the assumed Business Contracts which are set forth on Schedule 9.5 hereof(the"Bonds"). Buyer shall(a) promptly reimburse Seller for all out-of-pocket costs associated with maintaining the Bonds and (b) indemnify Seller for all Losses incurred by Seller under or with respect to the Bonds to the extent associated with non-performance of the related assumed Business Contracts by Buyer. Buyer will use its commercially reasonable efforts, and Seller will cooperate as reasonably requested to assist Buyer, to obtain Buyer's own bonds to replace the Bonds in compliance with the applicable assumed Business Contracts, and upon replacement of each Bond the indemnification obligations of Buyer pursuant to this Section with respect to such Bond shall be of no further force or effect. Buyer will provide monthly reports of the status of completing outstanding customer projects associated with the Bonds. ARTICLE X SURVIVAL AND INDEMNIFICATION Section 10.1 Survival. Subject to Section 10.5, the parties hereto agree that their respective representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing. Section 10.2 Indemnification by Seller and the Unitholders. Subject to the other provisions of this Article X, Seller and each Unitholder (with respect to the Unitholders, based on their respective ownership percentage of Seller), severally but not jointly, shall indemnify and hold harmless Buyer and their Affiliates, each of their respective officers, directors, shareholders, managers, members, partners, employees and agents and each of the permitted successors and assigns of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and all Losses suffered,accrued or incurred by any Buyer Indemnified Party as a result of or arising out of: a b (c) d (e) 53 GAD (f) The applicable Buyer Indemnified Party may, in its sole discretion, elect which subsection of this Section 10.2 under which to bring a claim for indemnification if more than one subsection is applicable. Section 10.3 Indemnification by Buyer. Subject to the other provisions of this Article X, Buyer shall indemnify and hold harmless Seller, the Unitholders, their respective Affiliates and each of their respective officers, directors, shareholders, managers, members,partners, employees and agents (collectively, the "Seller Indemnified Parties") from and against any and all Losses suffered, accrued or incurred by any Seller Indemnified Party as a result of or arising out of: a b (c) d (e) Section 10.4 Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) Third Party Claims. If any claim or demand in respect of which an Indemnified Party could reasonably be expected to seek indemnity under this Article X is asserted against such Indemnified Party by a Person other than a party hereto (a "Third Party Claim"), the Indemnified Party shall give written notice and the details thereof including an estimate of the claimed Losses and copies of all relevant pleadings, documents and information to the Indemnifying Party(the"Third Party Claim Notice")within a period of thirty(30)days following the assertion of the Third Party Claim against the Indemnified Party; provided that the failure to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have actually and materially prejudiced the Indemnifying Party. Within thirty(30) days after its receipt of the Third Party Claim Notice by the Indemnified Party (the "Third Party Claim Response Period"), the Indemnifying Party shall give notice to the Indemnified Party, in writing, either acknowledging or denying its obligations to indemnify and defend under this Article X. 54 Cp,O If the Indemnifying Party notifies the Indemnified Party that it acknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party may elect(by written notice to the Indemnified Party),at its expense,to defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently defended or settled, at the discretion of the Indemnifying Party, and, the Indemnifying Party shall pay all Losses of the Indemnified Party resulting or arising from such Third Party Claim; provided that, unless consented to by the Indemnified Party, the Indemnifying Party shall not enter into any settlement that (i) does not fully and finally release the Indemnified Party from all claims, (ii) requires any non-monetary commitment by the Indemnified Party, or any monetary commitment by the Indemnified Party with respect to which the Indemnifying Party is not required to provide full indemnification hereunder, or (iii) could reasonably be expected to result in any public disclosure of the terms of such settlement. The Indemnified Party will reasonably cooperate in such defense, including making available to the Indemnifying Party all books, records and documents within the Indemnified Party's control or that it can reasonably obtain that reasonably relate to the Third Party Claim, and all costs or expenses incurred by the Indemnified Party at the request of the Indemnifying Party shall be paid by the Indemnifying Party promptly as statements are received. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 10.4(a) or take any other actions it reasonably believes to be necessary or appropriate to protect its interests, provided that in the event (i) an Indemnified Party determines in good faith that the Indemnifying Party is failing to assume such defense and discharge its obligations hereunder, (ii)an Indemnified Party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (iii) such Third Party Claim involves any material customer, supplier or other business relation of the Indemnified Party or its Affiliates,or(iv)under applicable standards of professional conduct, a conflict of interest on any issue related to such proceeding exists between the Indemnifying Party, on the one hand, and an Indemnified Party on the other hand, then (A)by notice to the Indemnifying Party, the Indemnified Party may retain counsel satisfactory to it and assume such defense on behalf of the Indemnifying Party, and the Indemnifying Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Party, and all related fees and expenses, promptly as statements therefor are received, and(B)the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any such matter; provided, that the Indemnifying Party shall not be liable for any settlement effected without its prior written consent (not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party notifies the Indemnified Party that it acknowledges its obligation to indemnify and defend the Indemnified Party with respect to a Third Party Claim (or fails to notify the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party denies its obligation to indemnify and defend the Indemnified Party with respect to such Third Party Claim),the Losses of the Indemnified Party resulting from or arising out of such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party under this Article X,and the Indemnifying Party shall pay the amount of such Losses to the Indemnified Party on demand. If the Indemnifying Party notifies the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party denies its obligation to indemnify and defend the Indemnified Party with respect to a Third Party Claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty(30) days from the date of such notice, either party may resort to the dispute resolution procedures set forth in Section 11.6. (b) Other Claims. In the event any Indemnified Party has a claim under this Article X against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall give written notice and the details thereof, including an estimate of the claimed Losses and copies of all relevant information and documents, to the Indemnifying Party 55 cpo (the "Claim Notice") within a period of thirty(30) days following the discovery or receipt of notification of the claim by the Indemnified Party; provided that the failure to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have actually and materially prejudiced the Indemnifying Party or shall have resulted in the expiration of the time period set forth in Section 10.1. The Indemnifying Party will notify the Indemnified Party within a period of thirty (30) days after the receipt of the Claim Notice by the Indemnifying Party(the"Claim Response Period")whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article X with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Claim Notice(or fails to notify the Indemnified Party within the Claim Response Period that the Indemnifying Party disputes the claim described in such Claim Notice), the Losses of the Indemnified Party resulting from or arising out of such claim will be conclusively deemed to be a liability of the Indemnifying Party under this Article X, and the Indemnifying Party shall pay the amount of such Losses to the Indemnified Party on demand. If the Indemnifying Party notifies the Indemnified Party within the Claim Response Period that the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty(30) days from the date of such notice, either party may resort to the dispute resolution procedures set forth in Section 11.6. (c) Payment of Expenses. The Indemnifying Party shall pay all expenses, including reasonable attorneys' fees, that may be incurred by an Indemnified Party that is the prevailing party in any action or proceeding to enforce the indemnity and other obligations provided for in this Article X. Section 10.5 Time Limits on Certain Claims. Notwithstanding anything in this Agreement to the contrary, a claim by an Indemnified Party under Section 10.2(a)may only be made: a b c (d) The liability of any Indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the Indemnifying Party's Liability therefor has been finally determined and fully satisfied. Section 10.6 Other Limitations on Indemnification Obligations. 56 cpo (a) Claims Threshold. Notwithstanding anything to the contrary herein, no indemnification for Losses will be asserted by any Buyer Indemnified Part under Section 10.2(a) for any individual or series of related Losses which do not exceed (the "Claims Threshold") (which Losses will not apply towards the Basket); provided, however, that the Claims Threshold shall not apply to Losses arising out of claims of fraud or with respect to the falsity,breach or violation of a Fundamental Representation. (b) Basket. Notwithstanding anything to the contrary herein, neither Seller nor any Unitholder shall have any obligation to indemnify the Buyer Indemnified Parties under Section 10.2 a until the Buyer Indemnified Parties have suffered aggregate Losses thereunder in excess of (the "Basket"), in which event the Buyer Indemnified Parties shall be entitled to indemnification for the entire amount of Losses in excess of the Basket; provided, however, that the Basket shall not apply to Losses arising out of claims of fraud or with respect to the falsity, breach or violation of a Fundamental Representation. (c) Aggregate Indemnification Obligations of Seller and the Unitholders. The aggregate indemnification obligations of Seller and the Unitholders for claims by any Buyer Indemnified Party under Section 10.2(a) shall be limited to _ (the "Cap"); provided, however, that the Cap shall not apply to any indemnification obligations of Seller and the Unitholders for claims by any Buyer Indemnified Party under Section 10.2(a) with respect to the falsity, breach or violation of a Fundamental Representation or in the case of fraud. In no event shall Seller or the Unitholders be liable to the Buyer Indemnified Parties under this Article X for any amount in excess of the Purchase Price, except in the case of fraud. Section 10.7 Escrow as First Recourse; Right of Setoff. (a) In the event of a fully and finally resolved claim by any Buyer Indemnified Party under this Agreement, such Buyer Indemnified Party shall (i) first, seek payment for such claim from the Escrow Amount (and Buyer and Seller shall jointly so instruct the Escrow Agent) and (ii) second, to the extent that the Escrow Amount has been exhausted or released, seek payment directly from Seller and(iii)third,to the extent such Buyer Indemnified Party is unable to recover from the Seller, seek payment directly from the Unitholders,subject to the terms of this Article X. (b) Notwithstanding the foregoing and in addition to the other rights and remedies described in this Article X, each party hereto shall be entitled to set off and recoup any amount to which it may be entitled pursuant to this Agreement against any amount, right or obligations owed to any other party hereto. Section 10.8 Disregard Materiality. All references in this Agreement to "materiality," "in all material respects," "Material Adverse Effect" and other terms derived therefrom shall be ignored and considered deleted from this Agreement for purposes of determining (a) whether a representation or warranty has been breached and (b) the amount of Losses for which a party shall be indemnified under this Article X. Section 10.9 Tax Treatment of Indemnity Payments. Buyer and Seller agree to treat any payments made pursuant to this Article X as an adjustment to the purchase price for the Specified Assets (as determined for federal income Tax purposes) for all Tax purposes, except to the extent otherwise required pursuant to a final determination within the meaning of 57 cNo Section 1313(a) of the Code (or any similar provision of state or local Legal Requirements) or for any amounts required to be treated as interest under Sections 1274 or 483 of the Code. Section 10.10 Mitigation. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonable expected to, or does,give rise to a claim for indemnification hereunder,to the extent required by applicable Legal Requirements. Section 10.11 No Duplicative Recovery. (a) No Buyer Indemnified Party shall be entitled to indemnification under this Article X in respect of Losses to the extent such Losses are duplicative of amounts specifically included in Closing Date Debt or Seller Transaction Expenses in the calculation of the Purchase Price, as finally determined hereunder; provided, however, for the sake of clarity, this Section 10.11 does not limit Buyer's right to receive any Deficit amount to which it is otherwise entitled under Section 3.2(d)(i). (b) The amount an Indemnified Party shall be entitled to receive from the Indemnifying Party with respect to any Loss shall be reduced by and net of any recovery actually received by such Indemnified Party from any other Person with respect to such Loss (including insurance proceeds or third party indemnification rights but reduced for all costs of recovery or any increase in insurance premiums as a result thereof); provided, that the Indemnified Party's right to recovery from the Indemnifying Party under this Agreement shall not be delayed in any manner while seeking any other source of recovery. In the event that an insurance or other third party recovery is received by Buyer or any of its Affiliates with respect to any Losses (other than for that portion of such Losses which were less than the Basket or in excess of the Cap)within the same year or the immediately subsequent year for which any Buyer Indemnified Party has been indemnified by a Seller Indemnifying Party hereunder, then the Buyer Indemnified Party will refund to the Seller Indemnifying Party an amount equal to the lesser of: (i)the aggregate amount of such insurance proceeds or other indemnity payment actually received (net of all costs of recovery, including any increased insurance premiums directly attributable to any such insurance recovery); and(ii)the aggregate amount previously paid to such Buyer Indemnified Party by such Seller Indemnifying Party pursuant to this Article X in respect of such Losses. Section 10.12 Damages. No claims or causes of action arising under or resulting from this Agreement or the Transaction may be asserted by any Person for punitive damages;provided,that damages shall include damages of the type described above if a third party successfully recovers such damages from a Buyer Indemnified Party in connection with a Third Party Claim. Section 10.13 Exclusive Remedies. The remedies provided in this Article X shall constitute the sole and exclusive remedies available to any party with respect to any claim relating to this Agreement or the Transaction, except in the case of fraud (and other than disputes under Section 3.2, which shall be resolved in accordance with Section 3.2(c)); provided, however, that, the foregoing shall not limit the availability to any party hereof of injunctive or other equitable relief, including specific performance, as more fully described in Section 10.14 below. 58 CNU Section 10.14. Specific Performance. Each party agrees that in the event it violates or fails and refuses to perform any covenant or agreement made by it in this Agreement, the other parties may, in addition to any remedies under this Article X for damages or other relief, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek an injunction or any other equitable relief. ARTICLE XI MISCELLANEOUS Section 11.1 Fees and Expenses. Except as otherwise provided in this Agreement, each party shall pay its own expenses incurred in connection with the authorization, preparation, execution, and performance of this Agreement and the Transaction Documents, including all fees and expenses of counsel, accountants, agents, and representatives, and each party shall be responsible for all fees or commissions payable to any finder, broker, advisor, or similar Person retained by or on behalf of such party; provided, however, that all Transfer Taxes shall be paid by the parties pursuant to Section 9.2 and all filing fees and other charges levied by any Governmental Authority in connection with the Transaction shall be paid by Buyer. Section 11.2 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or(d)when delivered by telecopy or email(in each case in this clause(d),solely if receipt is confirmed),addressed as follows: To Buyer: With a copy (which shall not constitute notice)to: and To Seller: 59 6\0 With a copy (which shall not constitute notice)to: To any Unitholder: To the address set forth under such Unitholder's name on the signature pages hereto With a copy (which shall not constitute notice)to: or to any other or additional addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 11.2. Section 11.3 Assignment;Benefit and Binding Effect. No party hereto may assign this Agreement without the prior written consent of the other parties hereto; provided, however, that Buyer may assign this Agreement or any of Buyer's rights, interests or obligations (a) to any Affiliate of Buyer, (b) in connection with any merger, sale of substantially all of its assets or sale of all its outstanding equity securities and (c) to any of its financing sources as collateral security. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as specifically provided herein (including Article X), the provisions of this Agreement shall be for the exclusive benefit of the parties hereto (and their successors and permitted assigns)and shall not be for the benefit of any other Person. Section 11.4 Further Assurances. Subject to the terms and conditions of this Agreement, from time to time at and after the Closing Date, each party hereto will use commercially reasonable efforts to take, or cause to be taken, all such actions and to do or cause to be done, all things, necessary, proper or advisable under applicable Legal Requirements or otherwise to consummate and make effective the purchase and sale contemplated by this Agreement and the consummation of the Transaction and by the Transaction Documents, including executing and delivering such documents as the other party being advised by counsel shall reasonably request in connection with the consummation of the Transaction, including the execution and delivery of any and all confirmatory and other instruments, in addition to those to be delivered on the Closing Date under this Agreement. Section 11.5 Governing Law. THIS AGREEMENT AND, UNLESS OTHERWISE SPECIFIED THEREIN, EACH TRANSACTION DOCUMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN 60 CIO ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF)AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY,CONSTRUCTION, PERFORMANCE AND REMEDIES. Section 11.6 Jurisdiction; Waiver of Jury Trial. (a) THE PARTIES HERETO AGREE TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING WITHIN THE STATE OF DELAWARE, WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT. THE PARTIES HERETO WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS AND WAIVE ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER. (b) In the event of a dispute arising out of or relating to this Agreement or the Transaction, the prevailing party(as determined by a final judgment or order issued by a court of competent jurisdiction) shall be entitled to recover its reasonable attorneys' fees, expenses and costs from the non-prevailing party. (c) THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER A CLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS BY OR AMONG THE PARTIES HERETO. Section 11.7 Entire Agreement; Amendments. This Agreement and the Transaction Documents and the exhibits and schedules hereto and thereto represent the entire understanding and agreement by and among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior written(and all prior and contemporaneous oral) negotiations, agreements and understandings by and among the parties with respect to the subject matter hereof and cannot be amended, supplemented or changed, except by an agreement in writing that makes specific reference to this Agreement. Section 11.8 Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or any failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any other prior or subsequent failure not specifically waived in writing. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.8. Section 11.9 Counterparts; Electronic Signatures. 61 OA.O This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures on each counterpart were upon the same instrument. Signatures may be delivered via electronic mail or other form of electronic transmission. Section 11.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Legal Requirements. Upon such determination that any term or other provision is invalid or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the greatest extent possible. Section 11.11 Public Announcements. The initial press release, if any, with respect to the execution of this Agreement shall be a joint press release mutually acceptable to Buyer and Seller. Thereafter, Seller will not issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of Buyer. Section 11.12 Headings; Interpretation. The headings used in this Agreement have been inserted for convenience of reference only and do not constitute provisions to be construed or interpreted in connection with this Agreement. Unless the context of this Agreement otherwise requires, (a)words of any gender will be deemed to include each other gender, (b)words using the singular or plural number also will include the plural or singular number, respectively, (c)whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation," (d)the conjunction "or"when used herein includes both the conjunctive and the disjunctive, (e)the terms "hereof," "herein," "hereby" and derivative or similar words will refer to this entire Agreement, (f)the terms "Article," "Section,""Schedule"and"Exhibit"will refer to the specified Article or Section of this Agreement or the specified Schedule or Exhibit to this Agreement and(g)a reference to any party to this Agreement or any Transaction Document shall include such parry's successors and permitted assigns. [Signature page to follow] 62 CAO Docusign Envelope ID:EEC332B7-0D9D-47E0-983F-EECCB95BC123 IN WITNESS WHEREOF,the undersigned, intending to be legally bound hereby,have executed this Agreement, or caused this Agreement to be executed by their respective duly authorized officers, as of the date first written above. BUYER: TIGRIS AQUATIC SERVICES,LLC (—Signed by: P L Pul.(i�,s By: --C9E5CE5762A641 C... Name: David Pullins Title: Chief Executive Officer [Signatures continue on to next page] Signature Page to Asset Purchase Agreement CAO Docusign Envelope ID:DF3B1E3A-8BB3-4F9F-AEA2-4F184AF85496 SELLER: DEANGELO CONTRACTING SERVICES LLC r—Signed by: eaV. VI By: '—D373CBDEA1344FF... Name: Paul D.DeAngelo Title: CEO UNITHOLDERS: By: Name: Title: Address: Attention:, By: Name: Title: Address: Attention: By: Name: Title: Address: Attention: [Signatures continue on to next page] Signature Page to Asset Purchase Agreement CN0 Docusign Envelope ID:231C4629-CC6F-4EEA-A61E-49B7932D31BD SELLER: DEANGELO CONTRACTING SERVICES LLC By: - Name: Paul D.DeAngelo Title: CEO UNITHOLDERS: By: Name: Title: Address: Attention:, By: Name: Title: Address: Attention: By: Name: Title: Address: Attention: [Signatures continue on to next page] Signature Page to Asset Purchase Agreement Docusign Envelope ID:7D092302-0AFD-41DC-8F50-922712E5332C By: Name: Title: Address: Attention: Address: Address: Attention: Address: Attention: Signature Page to Asset Purchase Agreement Cp,O Docusign Envelope ID:DF3B1E3A-8BB3-4F9F-AEA2-4F184AF85496 By: Name: Title: Address: Attention: Address: Attention: =1.111111111.11-- Address: Attention: Address: Attention: Signature Page to Asset Purchase Agreement Docusign Envelope ID:F9845CA6-E19B-4E4D-868A-F80694A36B31 By: Name: Title: Address: Attention: Address: ■ Attention: Address: ■ Address: Attention: Signature Page to Asset Purchase Agreement EXHIBIT A CLOSING DATE NET WORKING CAPITAL See attached. Exhibit A to Asset Purchase Agreement CAO EXECUTION VERSION BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is executed and delivered as of January 29, 2025, by and between DEANGELO CONTRACTING SERVICES LLC, a Delaware limited liability company ("Seller"), and TIGRIS AQUATIC SERVICES,LLC,a New Jersey limited liability company("Buyer"). WITNESSETH: WHEREAS, contemporaneously with the execution and delivery of this Bill of Sale, Seller has agreed to sell and convey to Buyer the Specified Assets (as defined in that certain Asset Purchase Agreement(the "Purchase Agreement"), dated as of the date hereof, by and among Buyer, Seller and the other parties signatory thereto); and WHEREAS, Seller is delivering this Bill of Sale pursuant to Section 4.2(a) of the Purchase Agreement. NOW, THEREFORE, for good and valuable consideration paid or payable to Seller by Buyer pursuant to the Purchase Agreement and in consideration of the covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Seller and Buyer agree as follows: 1. Definitions. Except as otherwise provided herein, all capitalized terms contained and not defined herein(including the recitals hereto)shall have herein the respective meanings ascribed to them in the Purchase Agreement. 2. Assignment and Conveyance. Seller hereby sells,conveys,assigns,delivers and transfers unto Buyer, its successors and assigns, all rights,title and interest of Seller in, to and under the Specified Assets, free and clear of all Liens except Permitted Liens. 3. Controlling Agreement. This Bill of Sale is in accordance with and is subject to all of the representations,warranties,covenants and other agreements set forth in the Purchase Agreement. 4. Further Assurances. Seller agrees that upon request of Buyer, at any time and from time to time,Seller will do,execute,acknowledge and deliver,or will cause to be done,executed,acknowledged and delivered, all such further acts, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be required to evidence further the sale, assignment, transfer, conveyance and delivery of the Specified Assets to Buyer,or to aid or assist Buyer in reducing to its possession,title to and possession of any and all of the Specified Assets sold,assigned,transferred,conveyed and delivered hereby. 5. Governance. Notwithstanding any other provision of this Bill of Sale to the contrary, nothing contained in this Bill of Sale shall in any way supersede, merge with, modify, replace, amend, change,rescind,waive,exceed,expand,enlarge or in any way affect the provisions set forth in the Purchase Agreement, nor shall this Bill of Sale reduce, expand or enlarge any remedies under the Purchase Agreement. This Bill of Sale is intended only to evidence the sale, assignment, transfer, conveyance and delivery and assumption of the Specified Assets as of the Closing pursuant to the Purchase Agreement and shall be governed entirely in accordance with the terms and conditions of the Purchase Agreement. The terms of the Purchase Agreement, including but not limited to Seller's representations, warranties, covenants, agreements and indemnities relating to the Specified Assets are incorporated herein by this reference. In the event of a conflict or an inconsistency between this Bill of Sale and the Purchase Agreement,the terms of the Purchase Agreement shall prevail. CAo 6. Successors and Assigns. This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.Neither party may assign its rights or obligations hereunder without the prior written consent of the other party,which consent shall not be unreasonably withheld or delayed;provided,that Buyer may assign its rights under this Bill of Sale to any of its financing sources as collateral security. 7. Entire Agreement;Counterparts. This Bill of Sale,together with the Purchase Agreement and the other agreements and certificates delivered pursuant to and as specified in the Purchase Agreement (collectively,the"Transaction Documents"), sets forth the entire agreement and understanding among the Parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of every and any nature between them, and no Party shall be bound by any condition, definition, warranty or representation, other than as expressly set forth or provided for in the Transaction Documents, or as may be, on or subsequent to the date hereof, set forth in writing and signed by the party to be bound thereby. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one in the same instrument. Execution and delivery of this Bill of Sale by electronic exchange bearing the copies of a party's signature shall constitute a valid and binding execution and delivery of this Bill of Sale by such party. 8. Governing Law. This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule(whether of the State of Delaware or any other jurisdiction).Each of the parties hereto(a)irrevocably consents to submit itself to the personal jurisdiction of the Delaware Chancery Court and the federal courts of the State of Delaware in any Action arising out of or relating to this Bill of Sale or any of the transactions contemplated hereby, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it shall not bring any Action relating to this Bill of Sale or any of the transactions contemplated hereby in any court other than courts set forth above. 9. Amendment. No amendment of any provision of this Bill of Sale shall be valid unless the same shall be in writing and signed by each of Seller and Buyer. 10. Headings. The paragraph headings contained in this Bill of Sale are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Bill of Sale. 11. Severability.If any term or provision of this Bill of Sale is invalid,illegal or unenforceable in any jurisdiction,such invalidity,illegality or unenforceability shall not affect any other term or provision of this Bill of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope,duration,area or applicability of the term or provision,to delete specific words or phrases,or to replace any invalid,void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. [Signature Page Follows] CIO Docusign Envelope ID:DF3B1 E3A-8BB3-4F9F-AEA2-4F184AF85496 IN WITNESS WHEREOF,the parties hereto have caused this Bill of Sale to be executed as of the day and year first above written. SELLER: DEANGELO CONTRACTING SERVICES LLC Signed by: P VVal By: `—D373CBDEA1344FF... Name: Paul D.DeAngelo Title: Chief Executive Officer BUYER: TIGRIS AQUATIC SERVICES,LLC By: Name: David Pullins Title: Chief Executive Officer [Signature Page to Bill of Sale] CM) Docusign Envelope ID:EEC33267-0D9D-47E0-983F-EECCB95BC123 IN WITNESS WHEREOF,the parties hereto have caused this Bill of Sale to be executed as of the day and year first above written. SELLER: DEANGELO CONTRACTING SERVICES LLC By: Name: Paul D.DeAngelo Title: Chief Executive Officer BUYER: TIGRIS AQUATIC SERVICES, LLC ,.—Signed by: VAaMO, eatlti,S By: \ C9E5CE5762A641C'... Name: David Pullins Title: Chief Executive Officer [Signature Page to Bill of Sale] AFFIDAVIT REGARDING LABOR AND SERVICES Effective July 1,2024,pursuant to§787.06(13),Florida Statutes,when a contract is executed,renewed,or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Nongovernmental Entity's Name: TIGRIS Aquatic Servcies,LLC Address: 10460 75th Street,Largo,FL 33777 Phone Number: 727-545-4404 Authorized Representative's Name: James Midgette Authorized Representative's Title: CFO Email Address: jmidgette@tigrisusa.com AFFIDAVIT James Midgette (Name of Authorized Representative),as authorized representative attest that TIGRIS Aquatic Services,LLC (Name of Nongovernmental Entity)does not use coercion for labor or services as defined in§787.06,Florida Statutes. Under penalty of perjury, I declare that I have read the foregoing Affidavit and that the facts stated in it are true. Pit Z/2a/z Dz - (SSjOture of authorize presentative) Date / STATE OF Florida COUNTY OF Pinellas Sworn to(or a 'rmed)and subscribed before me,by means of physical presence or El online notarization this day of of i�(,V1,,, 0 Z' by James Midgette (Name of�Affiant),who produced their as identific:t'.n or ar personally known to me. Notarylr' yew- l *-rnwG UZABETH GALANTINO Sr L 2' -1; LT/— Notary Public,State of Florida MY gown.Expires Aug.23,2027 Commission Expires No.HH 437352 Personally Known OR Produced Identification Type of Identification Produced: CONTRACT,RENEWAL,OR EXTENSION REQUEST FORM Version'2025.1