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#18-7487 (Collection and Recycling of Latex Paint) 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 .66 (2-1 a l2z 2. County Attorney Office County Attorney Office ?(J 12113)7_Z 4. BCC Office Board of County Commissioners lu Ly or( I Z//3/ZZ 4. Minutes and Records Clerk of Court's Office WIF r, (1, (Ir �: 3�5. Procurement Services Procurement Servicesl PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Patrick O'Quinn/PROCUREMENT Contact Information 239-252-8407 Contact/ Department Agenda Date Item was DECEMBER 13TH, 2022 Agenda Item Number 16.E.6 Approved by the BCC Type of Document ASSUMPTION AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 18-7487 ENVIROSERVE number if document is COLLECTION INC. to be recorded AND RECYLCING OF LATEX PAINT 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 PRO 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 PRO 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 PRO 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 12/13/2022 and all changes made during EFVEbN/A is not the meeting have been incorporated in the attached document. The County h an option for Attorney's Office has reviewed the changes,if applicable. DEC 1 3 ,. 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 is n mean option for Chairman's signature. mis line. ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this i 3 � of 0eceMtwr- , 2022 by and between ENVIROSERVE INC. ("EnviroServe"), an Ohio corporation registered to do business in the State of Florida, and COLLIER COUNTY, a political subdivision of the State of Florida("County"), (collectively the "Parties"). WHEREAS, on February 26, 2019 (Agenda Item 16.C.1) the County Agreement is a Purchase Order driven Agreement No. 18-7487, "Collection and Recycling of Latex Paint," to Clark Environmental, Inc. ("Clark Environmental"), and a copy of the Award letter is attached hereto as Exhibit"A" (hereinafter referred to as "Agreement"); and WHEREAS, on June 14, 2022, EnviroServe acquired all of Clark Environmental's business and assets (the "Acquisition"), as evidenced by the Bill of Sale, assignment and Assumption attached hereto as Exhibit"B;" and WHEREAS, Clark Environmental sent the County correspondence dated May 17, 2022, which is attached hereto as Exhibit "C," seeking the County's consent to the assignment of the Agreement; and WHEREAS, EnviroServe, hereby represents to Collier County that by virtue of the Acquisition, EnviroServe is the successor in interest in relation to the Agreement; and WHEREAS, the parties wish to formalize EnviroServe's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. EnviroServe accepts and assumes all rights, duties, benefits, and obligations of Clark Environmental under the Agreement,including all existing and future obligations to pay and perform under the Agreement. 2. EnviroServe will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. Page 1 of 3 ��o 4. Notice required under the Agreement to be sent to EnviroServe shall be directed to: CONSULTANT: Enviroserve Inc. 901 W. Legacy Center Way Midvale,Utah 84047 Phone: (801) 944-6600 Attention: Environmental Unit Leader With a copy(which shall not constitute notice)to: EnviroServe Inc. 901 W. Lagacy Center Way Midvale, Utah 84047 Attn: General Counsel Email: generalcounsel@savageservices.com 5. The County hereby consents to EnviroServe's assumption of the Agreement in order to continue the services provided under Agreement No. 18-7487. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat EnviroServe as it would have Clark Environmental for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. [Signature Page Follows] Page 2 of 3 (QO DocuSign Envelope ID: 14F96F73-49A8-48CA-8125-037A7FB1BD48 IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF CO ►TY COMMISSIONERS Crystal K.Kinzel, Clerk COLLIER CO ►' • '• &Comptroller itilmiN..........7- //�1 I - 11. . By: By: .,..cam Attest as to Ch trrtlan'S,Deputy Clerk Will L. McDaniel,Jr., Chairman signature only. Approved to Form and Legality: By: ,,j QY✓l 15 4 County Attorney EnviroServe's Witnesses: EnviroServe Inc. DocuSIpn.d by: f—DocuSlpnod by: r �f By: kik At GPI First Witness `-1F61F511, 1['1?n Ryan Reid Signature TType/print witness nameT Mike McBride, Senior Vice President DocuSlgnod by: TType/print signature and titleT Lam, a M81911fCL .. Second Witness Gary Anglesey TType/print witness nameT 0 01. Page 3 of 3 V‘\ 0� G EXHIBIT "B" BILL OF SALE,ASSIGNMENT AND ASSUMPTION This BILL OF SALE, ASSIGNMENT AND ASSUMPTION (this "Bill of Sale") is made as of June 14, 2022, by and among: (i) Clark Environmental, Inc., a Florida corporation, Elizabeth G. Clark, and James W. Clark III (each, an "Assignor" and, collectively, "Assignors"); and (ii) EnviroServe Inc., an Ohio corporation ("Assignee"). Assignors and Assignee may also be referred to herein as the "Parties" and each individually as a "Party." Any capitalized term used, but not otherwise defined, herein shall have the meaning set forth in the Purchase Agreement(as defined below). WHEREAS, Assignors and Assignee entered into that certain Asset Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, pursuant to which Assignors shall sell and assign the Purchased Assets to Assignee in accordance with the terms set forth in the Purchase Agreement and this Bill of Sale; WHEREAS,in accordance with the Purchase Agreement,Assignee shall assume,effective as of the Closing,and shall timely perform and discharge in accordance with their respective terms, the Assumed Liabilities and no other liabilities or obligations; and WHEREAS, Assignors and Assignee desire to enter into this Bill of Sale to give effect to the sale and assignment of the Purchased Assets and assumption of the Assumed Liabilities (these along with all other transactions contemplated in or under the Purchase Agreement are herein referred to as the "Transactions"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Sale of Purchased Assets. Assignors do hereby sell, convey, assign, transfer and deliver unto Assignee, free and clear of all Liens, all of Assignors' respective right, title and interest in, to and under the Purchased Assets in accordance with, and subject to, the terms of the Purchase Agreement,to have and to hold unto Assignee and its successors and assigns forever. 2. Assignment and Assumption. Assignors do hereby sell, convey, assign, transfer and deliver to Assignee, free and clear of all Liens, all of Assignors' respective right, title and interest in, to and under the Assumed Contracts and Assumed Liabilities in accordance with, and subject to, the terms of the Purchase Agreement. Assignee hereby accepts the foregoing assignment and expressly assumes the Assumed Liabilities and confirms and agrees to satisfy or perform, when and as due, all of the Assumed Liabilities in accordance with, and subject to, the terms of the Purchase Agreement. 3. Representations and Warranties. This Bill of Sale is subject to all of the representations,warranties and indemnifications set forth in the Purchase Agreement. 4. Entire Agreement; Amendment. This Bill of Sale, the Purchase Agreement and the other documents and agreements contemplated hereby and thereby represent the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. This Bill of Sale can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Bill of Sale signed by the Party against whom enforcement of any such amendment, supplement,modification or waiver is sought. No action taken pursuant to this Bill of Sale shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or in the Purchase Agreement. The waiver by any Party of a breach of any provision of this Bill of Sale shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, shall operate as a waiver thereof, norshall any single or partial exercise of such right,power or remedy by such Party preclude, any other or further exercise thereof or the exercise of any other right, power or remedy. 5. Governing Law. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State (without regard to any principles of conflicts of law that would have the effect of giving effect to the Laws of another jurisdiction). 6. Severability. If any term or other provision of this Bill of Sale is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Bill of Sale shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Bill of Sale in a manner consistent with the Purchase Agreement and so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated in the Purchase Agreement to the greatest extent possible. 7. Further Assurances. From and after the date hereof and subject to the terms and conditions of the Purchase Agreement and applicable Law, Assignors and Assignee shall, and shall cause their respective Affiliates to, cooperate and take all actions necessary, appropriate or advisable under applicable Laws and regulations or otherwise to execute and deliver such further instruments, and take such other actions, as may be reasonably necessary to consummate the Transactions and carry out the purposes of this Bill of Sale, the Purchase Agreement and the other agreements contemplated hereby and thereby. 8. Counterparts. This Bill of Sale may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of either Party, the other Party shall re-execute the original form of this Bill of Sale and deliver such form to all other parties hereto or to the Purchase Agreement. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent such defense relates to lack of authenticity. [Signature page follows] 2 P.O C IN WITNESS WHEREOF, the Parties have executed this Bill of Sale and caused the same to be duly delivered on their behalf on the date first written above. ASSIGNORS: CLARK ENVIRONMENTAL,INC. By: Name: itly4frx,PyiG., • OIL-- Title: pit o By: L---- Name: ELIZABETH . CLARK By: , Nai e: MES W. CLARK III ASSIGNEE: ENVIROSERVE INC. By: Name:Nathan N. Savage Title: Executive Vice President (Signature Page to Bill of Sale,Assignment and Assumption) IN WITNESS WHEREOF,the Parties have executed this Bill of Sale and caused the same to be duly delivered on their behalf on the date first written above. ASSIGNORS: CLARK ENVIRONMENTAL, INC. By: Name: Title: By: Name: ELIZABETH G. CLARK By: Name: JAMES W. CLARK III ASSIGNEE: ENVIROSERVE INC. By: -�' Name: Nathan N. Savage Title: Executive Vice President (Signature Page to Bill of Sale, Assignment and Assumption) G�� EXHIBIT "C" Clark ENVIRONMENTAL May 17, 2022 Via E-Mail Via Certified Mail Collier County Collier County Solid and Hazardous Waste Management Division Procurement Services Division Attn: Philip Snyderburn 3295 Tamiami Trail East Naples, Florida 34117 Naples, Florida 34112-4901 Phil.Snyderburn@,colliercountyfl.gov Re: Contract#18-7487 Collection and Recycling of Latex Paint dated as of January 13, 2015 and renewed through February 23, 2023 (the"Agreement") between Clark Environmental, Inc. ("Seller") and Collier County(the "County"). Dear Mr. Snyderburn, Seller intends to enter into an Asset Purchase Agreement(the"Purchase Agreement")with EnviroServe Inc. ("Buyer"), pursuant to which Seller will sell and assign substantially all of its business and assets, including the Agreement, to Buyer (the "Transaction"). We anticipate the Transaction will close on May 27, 2022. In accordance with Section 15 of the Agreement,Buyer and Seller are seeking the County's consent to the assignment of the Agreement by Seller to Buyer as of the closing of the Transaction (the "Assignment"). Please indicate your consent to the Assignment by signing where indicated below and returning a copy of this letter agreement via e-mail to jclark@clarkenvironmental.com or lauraAgaskillpa.com. We appreciate your prompt attention to this matter as we are quickly approaching the closing of the Transaction. If you have any questions, you can call me at 863-559-6725. Sincerely, /s/Jim Clark Jim Clark, Vice President Cc: (Via E-Mail) Beth Clark Ryan Reid 755 Prairie Industrial Parkway Mulberry, FL 33860 www.ClarkEnv.com O CIarkC3 ENVIRONMENTAL CONSENT TO ASSIGNMENT Effective as of the date of this letter agreement set forth above,the County hereby consents to the transfer and assignment of the Agreement by Seller to Buyer in connection with the Transaction. Collier County By: ( ?). , �►j Printed t me: William L. McDaniel,Jr., Chairman ATTEST CRYSTAL K.KINZEL,CEERK BY: Attest as to Chairman signature only. Approve .t(o form and 1•+aliry -64416/d @I'14 Assistant County Attorney "441 i1ow14s<0 755 Prairie Industrial Parkway Mulberry, FL 33860 www.ClarkEnv.com AC CERTIFICATE CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/22/2022 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 Marsh USA Risk&Insurance Services NAME: 15 West South Temple,Suite 700 (AH/C No.Ext): FAX No): Salt Lake City,UT 84101 EMAIL Attn:SaltLakeCity.certrequest@marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN123967858-Std2-GAWUQ-22-23 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: ACE Property And Casualty Ins Co 20699 EnviroServe Inc. 901 W.Legacy Center Way INSURER C: Factory Mutual Insurance Company 21482 Midvale,UT 84047 INSURER D: Gemini Insurance Co 10833 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003875157-00 REVISION NUMBER: 0 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE N W SD POLICY EFF POLICY EXP VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X XSL G27631204 04/01/2022 04/01/2023 EACH OCCURRENCE $ 7,500,000 CLAIMS-MADE X OCCUR Limits to the right include DAMAGE TO RENTED PREMISES(Ea occurrence) $ 7,500,000 a$5,000,000 Retention MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 7,500,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY JECOT LOC PRODUCTS-COMP/OP AGG $ 7,500,000 OTHER: $ A AUTOMOBILE LIABILITY X X ISA H08868311(Primary) 04/01/2022 04/01/2023 Ea aocideDtSINGLE LIMIT $) 5,000,000 D X ANY AUTO GVE100221704(Auto Buffer) 04/01/2022 04/01/2023 BODILY INJURY(Per person) $ OWNED SCHEDULED Auto Buffer Limit:$2,500,000 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS A HIRED NON-OWNED XSA H08868359(Excess) 04/01/2022 04/01/2023 PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) Combined Single Limit $ 2,500,000 B X UMBRELLA LIAB X OCCUR X X XEU G71504761 004 04/01/2022 04/01/2023 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000_ DED RETENTION$ GL Additional Limits $ 2,500,000 A WORKERS COMPENSATION X SCF C6893137A(WI) 04/01/2022 04/01/2023 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N N/A WLR C68931368(AOS) 04/01/2022 04/01/2023 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Rented/Borrowed Contractors 1094498 03/01/2022 03/01/2023 Aggregate 5,000,000 Equipment Ded$500,000 Per Item Limit 3,300,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners is included as Additional Insured on General Liability and Auto Liability,on a primary and non-contributory basis to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Risk&Insurance Services VeaakVS/4 Rlak&9nauaa4ce SeWieea ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN123967858 LOC#: Salt Lake City ACCORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Risk&Insurance Services EnviroServe Inc. 901 W.Legacy Center Way POLICY NUMBER Midvale,UT 84047 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 CONTINUED FROM DESCRIPTION SECTION: Contractors Equipment:Other deductibles may apply as per policy terms and conditions. Contractors Pollution Liab. Policy#:ICELLUW00121305 Carrier:Ironshore Specialty Insurance Company Effective Date:04/01/2022 Expiration Date:04/01/2025 Each Claim:$1,000,000/Aggregate:$2,000,000 Excess Contractors Pollution Liab. Policy#:IEELPLLCHSML001 Carrier:Ironshore Specialty Insurance Company Effective Date:04/01/2022 Expiration Date:04/01/2025 Each Claim/Aggregate:$4,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD