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Agenda 05/13/2025 Item #16E 5 (Assumption Agreement assigning all rights, duties, benefits, and obligations to NV5, Inc., concerning Agreement No. 18-7432-SM, “Professional Services Library Survey and Mapping Category,”)5/13/2025 Item # 16.E.5 ID# 2025-1407 Executive Summary Recommendation to approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to NV5, Inc., concerning Agreement No. 18-7432-SM, “Professional Services Library Survey and Mapping Category,” and authorize the Chair to sign the attached Assumption Agreement. OBJECTIVE: To assign all rights, duties, benefits, and obligations concerning Agreement No. 18-7432-SM, “Professional Services Library Survey and Mapping Category,” to NV5, Inc. CONSIDERATIONS: On January 4, 2024, (Agenda Item 16.E.1), the County approved an Assumption Agreement pertaining to Agreement No. 18-7432-SM (the “Agreement”), “Professional Services Library Survey and Mapping Category,” with Causseaux, Hewett & Walpole, Inc. d/b/a CHW (“CHW”). Pursuant to the terms of the Membership Interest Purchase Agreement, dated January 8, 2025, NV5, Inc., which is registered to transact business in Florida, acquired all of CHW’s assets, and further represents and warrants to the County that it is now the successor in interest to the Agreement with the County. Staff obtained documentation of the Membership Interest Purchase Agreement, along with other necessary business documents from NV5, Inc., which have been reviewed and accepted by the County Attorney’s Office. Staff recommends approval of the attached Assumption Agreement assigning all rights, duties, benefits, and obligations under the Agreement, including any amendments thereto, to NV5, Inc. This item is consistent with the Collier County strategic plan objective to provide continual planning and operational support services to County Divisions. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires majority vote for approval. -JAK RECOMMENDATIONS: To approve an Assumption Agreement assigning all rights, duties, benefits, and obligations to NV5, Inc., concerning Agreement No. 18-7432-SM, “Professional Services Library Survey and Mapping Category,” and authorize the Chairman to sign the attached Assumption Agreement. PREPARED BY: Viviana Giarimoustas, Procurement Manager, Procurement Services Division ATTACHMENTS: 1. NV5 Insurance Requirements Coversheet 2. Assumption_VS_NV5 3. NV5 Affidavit Page 2501 of 5243 INSURANCE REQUIREMENTS COVERSHEET Project Name Vendor Name Solicitation/Contract No. Attachments Risk Approved Insurance Requirements Risk Approved Insurance Certificate(s) Comments Attachments Approved by Risk Management Division Approval: Assumption Agreement NV5, INC The COI is in compliance. ✔ GonzalezGre ily Digitally signed by GonzalezGreily Date: 2025.04.09 15:48:19 -04'00' Page 2502 of 5243 Page 2503 of 5243 Page 2504 of 5243 Page 2505 of 5243 Page 2506 of 5243 I93O',&+.O9/HOI93O F:89IOIBOB45H3IOI93H3O1BHIHO4FB@O /ANO/@BJAIO2J3O '&*,%+&+O JA23FOI9:HO 8F33@3AIOBFO /ANO BI93FO/8F33@3AIO03IL33AO I93O ',&+.O/A2O'&*,%O+&+O+93O',&+.O H9/>>O03O JA23FOABOB0=:8/I:BAOIBODJF19/H3O HJ19O :AHJF/A13 O ABFOH9/=>O:IO 03O F3HDBAH:0=3O6BFOI93O 1BK3F/83HO DJF19/H32O BFO I93O :AHJF/A13O 1B@D/ANO BFO 1B@D/A:3HO JH32O +93O 231:H:BAO B4O I93O ',&+.OIBODJF19/H3O HJ19O :AHJF/A13O1BK3F/83HO H9/=>O:AOABOL/NO03O 1BAHIFJ32OIBO03O/OL/:K3FOB4O /ANOB4O:IHOF:89IHOJA23FOI93O8F33@3AIO #4O I93O :A:I:/=O BFO /ANO HJ0H3EJ3AI=NO :HHJ32O 3FI:4:1/I3O B4O #AHJF/A13O 3MD:F3HO DF:BFO IBO I93 1B@D>3I:BAO B4O I93O H3FK:13HO F3EJ:F32O 93F3JA23FO BFO I3F@:A/I:BAO B4O I93O 8F33@3AI O I93 '&*,%O+&+OH9/=>O4JFA:H9OIBOI93O',&+. 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age 2509 of 5243 Page 2510 of 5243 Page 2511 of 5243 Page 2512 of 5243 16E1 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 41 1'" of Junes ary 2024 by and between Causseaux, Hewett & Walpole, Inc. d/b/a CHW ("CHW") and Collier County, a political subdivision of the State of Florida("County"), (collectively the "Parties"). WHEREAS,on September 8,2020(Agenda Item 16.E.8),the County awarded Agreement No. 18-7432-SM, Professional Services Library Survey and Mapping Category (Fixed Term Continuing Contract) (hereinafter referred to as the "Agreement"), to Dagostino Geospatial, Inc. d/b/a Dagostino & Wood, Inc. ("Dagostino"), a copy of which is attached hereto as Exhibit"A"; and WHEREAS, on January 1, 2023 CHW, acquired all of Dagostino Geospatial, Inc. d/b/a Dagostino & Wood, Inc's assets as memorialized in attached Exhibit"B;" and WHEREAS, CHW, hereby represents to the County that by virtue of an acquisition of Dagostino's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize CHW'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.CHW accepts and assumes all rights, duties, benefits, and obligations of under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2.CHW will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to CHW shall be directed to: Causseaux, Hewett& Walpole, Inc. d/b/a CHW 11801 Research Dr. Alachua, FL 32615 Phone: (239) 438-6502 Attention: Dave Dagastino,Vice President Email: Daved@chw-inc.com 5. The County hereby consents to CHW's assumption of the Agreement in order to continue the services provided under Agreement No. 18-7432-SM. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat CHW as it would Page 1 of 2 CAO Page 2513 of 5243 16E1 have treated Dagostino for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk COLLIER COUNTY, FLORIDA Comptroller By: Attest as to Chairman's , 6/1#01*4eputyClerkBy: signature only Chris Hall, Chairman Approved as to F , a L:,_Jality: t'cBy:l 1111/MEW ounty Attorney Witnesses:Causseaux, Hewett & Walpole, Inc. d/b/a CHW vim, BY First Witness ignu l / tType/print signature and titlelTType/print witness nameT 604kicSecondWitness S tta.l 11.6 h VJ • g 1--a _Ct TType/print witness nameT Page 2 of 2 10Page 2514 of 5243 1 6 E 1 EXHIBIT PROFESSIONAL SERVICES AGREEMENT FIXED TERM CONTINUING CONTRACT) it CCNA NON-CCNA Contract # 18-7432-SM for Professional Services Library Survey and Mapping Category" THIS AGREEMENT is made and entered into this - `'` day of k .~ , , 2020 by and between the Board of County Commissioners for Collier Country, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Dagostino Geospatial, Inc. d/b/a Dagostino & Wood, Inc. authorized to do business in the State of Florida, whose business address is 10981 Bonita Beach Road SE, Bonita Springs, FL 34135 hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and U' WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and LU WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services exclusively or at all. Page 1 of 33 I'SA Fixed Term Continuing Contract 2017 009 Ver.2 Page 2515 of 5243 16E1 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. IN Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2017 009 Ver 2 Page 2516 of 5243 16E1 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2517 of 5243 16E1 1.12. The CONSULTANT designates David Dagostino a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed'l emi Continuing Contract 2017 000 Vcr.2 Page 2518 of 5243 16E1 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. Page 5 of 33 PSA Fixed Tenn Continuing Contract 20I7.009 Ver.2 Page 2519 of 5243 16E1 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page(of 33 I'SA Fixed Term Continuing Contract 2017 009 Vet 2 Page 2520 of 5243 16E1 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1 . Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr2 Page 2521 of 5243 16E1 performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one 1 ) additional one 1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. 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 CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Fixed'Icrn7 Continuing Contract 2017 000 Vcr 2 Page 2522 of 5243 16E1 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT 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 contractor for the amount of labor time spent by the CONSULTANT'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 mark-up). 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. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017 009 Vert Page 2523 of 5243 16E1 consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY, ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the 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, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT 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 paragraph 8.1. 8.1. To the extent that the Agreement pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited in Section 725.08(1) & (2), Florida Statutes. END OF ARTICLE EIGHT] Page 10 01.33 PSA Fixed Term Continuing Contract 2017.009 Vet 2 Page 2524 of 5243 I 6 E 1 ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2525 of 5243 16E1 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11 .1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 I'SA Fixed Term Continuing Contract 2017 009 Ver 2 Page 2526 of 5243 1 6 E unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT, ARTICLE TWELVE TERMINATION OR SUSPENSION 12,1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Page 13 of 33 I'SA Fixed"Term Continuing Contract 2017 009 Vet Page 2527 of 5243 16E1 and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. I CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of 33 I'SA Fixed Tenn Continuing Contract 2017 009 Ver 2 Page 2528 of 5243 16E 1 or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT 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. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239) 252-2667 E-Mail(s): Evelyn.Coloncolliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2529 of 5243 16E1 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Dagostino Geospatial, Inc. d/b/a Dagostino & Wood, Inc. Address: 10981 Bonita Beach Road SE Bonita Springs, FL 34135 Authorized Agent: David S. Dagostino, President Attention Name & Title: Telephone: 239) 352-6805 E-Mail(s): Marketing@DWSurveys.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 I'SA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2530 of 5243 16E1 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432-SM , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. Grant Funded Projects: 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 Grant Conditions shall take 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 CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (NI ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. 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. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 1 At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 PSA Fixed Term Continuing Contract 2017 009 Vei Page 2531 of 5243 1 6E I shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. 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 CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the 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 CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the 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. 20.2. 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. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21 .1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of 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. Failure by the CONSULTANT to Page 18 of 33 SA Fixed Term Continuing Contract 2017.001i Vet 2 Page 2532 of 5243 16E1 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. signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 Page 2533 of 5243 16E1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller 0....,,4\30. kilk, By: • Burt L. Saunders ChairmanIDate: 1. Attest at to Chairman's signature only. Aproved a to Fo and Legality: i ounty Attorney I Name Consultant: Dagostino Geospatial, Inc. d/b/a Dagostino & Wood, Inc. Consultant's Witnesses: c xc4P-s,^,-- By: Witness I4.6 0 Name and Title Name and Title C/ n J--- essst Name and Title Page 20 of 33 PSA Fixed Temi Continuing Contract 2012009 Vec2 Page 2534 of 5243 16Ei SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date:_ 20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: Task I Task Il Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): Negotiated Lump Sum (NLS) ['Lump Sum Plus Reimbursable Costs (LS+RC) Time& Material T&M) (established hourly rate-- Schedule A) Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I Task II Task III TOTAL FEE PREPARED BY: Name and Title Date APPROVED BY: Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief,allrelevantfactsconcerningpast,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2535 of 5243 16E1 SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. 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 contract. 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. Page 22 of 33 PSA Fired Tenn Continuing Contract 2017 009 Ver 2 Page 2536 of 5243 16E1 B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. B.2.4. E Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. !i Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and Page 23 of 33 I'SA 1 ,,cd 1 cnn Continuing Contract 2017 009 Ver.2 Page 2537 of 5243 16E1 rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 I'SA FixedTenn Continuing Contract 2017 009 Ver 2 Page 2538 of 5243 1 6 E 1 5.3.3.4, Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 PS A fixed Venn Continuing Contract 2017.009 Vet Page 2539 of 5243 16E1 SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal 206 Senior Project Manager 172 Project Manager 147 _ Senior Engineer 0 Engineer 0 Senior Inspector 0 Inspector 0 Senior Planner 0 Planner 0 Senior Designer 0 Designer 0 Environmental Specialist 0 Senior Environmental Specialist 0 Scientist/Geologist 0 Senior Scientist/Geologist 0 Marine Biologist/Hydrogeologist 0 Senior Marine Biologist/Hydrogeologist 0 Senior GIS Specialist 139 GIS Specialist 102 Clerical/Administrative 62 Senior Technician 85 Technician 72 Surveyor and Mapper 120 CADD Technician 81 Survey Crew - 2 man 130 Survey Crew - 3 man 161 Survey Crew - 4 man 189 Senior Architect 0 Architect 0 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not he all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. e] Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Page 2540 of 5243 16E1 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3.Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, Page 27 of 33 SA 1-1xed Term Continuing Contract 2017 009 Ver.2 Page 2541 of 5243 16E1 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? [a Yes Li No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement'? Yes No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? I I Yes I•l No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? IaI Yes Li No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 Page 2542 of 5243 16E1 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, 2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. 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. The 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. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ri Yes (i11 No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? I I Yes (1( No 17, AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? Yes ( I No 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-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? I I Yes III No Page 29 of 33 PSA Fixed Term Continuing Contract 2017,009 Vert Page 2543 of 5243 16EI Technology Errors and Omissions Insurance: Coverage shall have minimum limits of Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ( I Yes L] No Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? P1 Yes No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 of 33 PSA Fiycd'Icon Continuing Contract 2017 O0')Vert Page 2544 of 5243 16E1 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 o1'33 PSA Fixed Ten Continuing Contract 201 7.009 Vey 2 Page 2545 of 5243 16E1 n this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Dagostino Geopatial, Inc. d/b/a Dagostino & Wood Inc company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library - Surveying & Mapping project is accurate, complete and current as of the time of contracting. BY: TITLE: DATE: 6"f//5 Za Page 32 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 Page 2546 of 5243 16E1 SCHEDULE E Other: Federal Contract Provisions and Assurances Description) ICI following this page (pages 1 through 9 ) I_j this schedule is not applicable Page 33 of 33 PSA Fixed"berm Continuing Contract 2017 009 Ver 2 Page 2547 of 5243 16E1 10981 Bonita Beach had Si. 4 D DAGOSTINO Bonita Springs. 34135 233-35 ?:f135 GE0SPATIAL Mai tin )t1W3iirvevrscain EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government,or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards(2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract(including a 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 any and all other relevant Federal,State,and local laws,regulations,codes and ordinances: a 2 C.F.R.Part 200 Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards 0 44 C.F.R.Part 206 a 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 0 FEMA Public Assistance Program and Policy Guide,2017(in effect for incidents declared on or after April 1,2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County,as the Federal or State granting agency may require the contractor to provide certain information,documentation,and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, 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. DHS Seal,Logo,and Flags:The contractor shall not use the DHS seal(s),logos,crests,or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 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. 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. EXHIBIT I-1 Dagostino Geospatial Inc.DBA Dagostino&Wood Inc.I DWSurvoys,conl 1239-352-6085 i Marketjng@DWSurveys.conl Submittal for Solicitation 18-7432-SM PROFESSIONAL..SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 61 of 75 Page 2548 of 5243 16E1 10981 Bonita Beach Road Si DAGOSTINO Bonita Springsit 341135 GEOSPATIAL 239-352685 Marftetint @ DW"Sulrveys,riilf EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards:The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 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 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. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental,developmental,or research work under that"funding agreement,"the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes:See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials(§200.322)(Over$10,000):(1)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(i)Competitively within a timeframe providing for compliance with the contract performance schedule;(ii)Meeting contract performance requirements;or(iii) At a reasonable price. (2) Information about this requirement is available al EPA's Comprehensive Procurement Guidelines web site, https:Uwvrw.epa qov/smm cnrnprehensive-procurement-guideline-cpq_ program•} 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 Govemment 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. Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms§200.321 (a)The Solicitor must take all necessary affirmative steps to assure that minority businesses,women's business enterprises,and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: 1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists, 2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I-2 Dagostino Geospatial Inc.DBA Dagoslino&Wood Inc.I DWSurveys.cont 1239-352-6085 I Marketing@DWStnveys.conl Submittal for Solicitation 18-7432-SM PROFESSIONAL SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 62 of 75 Page 2549 of 5243 16E1 A 10381 Bonita Beach Road Si DDAGOSTINO Bonita Springs,FL 34135 233-352 5085 GEOSPATIAL0SPATIAL tR1arkelifag l LdWStlrveys cwii EXHIBIT 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES 3)Dividing total requirements,when economically feasible,into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses,and women's business enterprises; 5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce:and 6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs(1)through(5)of this section. 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: I. 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 by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor,stale that all qualified applicants will receive consideration for employment without regard to race,color,religion,sex,sexual orientation,gender identity,or national origin. III. 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 duly to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding,a notice to be provided by the agency contracting officer,advising the labor union or workers'representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24,1965,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. 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. EXHIBIT I-3 Dagostino Gcospatial Inc.OBA Dagostino&Wood Inc.I DWSurveys.com 1239-352-6085 I Marketing@DWSurveys,conl Submittal for Solicitation 18-7432-SM PROFESSIONAL SERVICES LIBRARY - SURVEY AND MAPPING CATEGORY Page 63 of 75 Page 2550 of 5243 16Ei t168 w i3onita Beach Road St ttDAGOSTIN Bonita Springs 34135 4 DGEOSPATIAL 39 351165 Martfcting T)1"WWStirveys.cuitl EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. VII. In the event of the contractors non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders,this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government 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. VIII. The contractor will include 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 may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance:Provided, however, that in the event the contractor becomes involved in,or is threatened with,litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United Slates to enter into such litigation to protect the interests of the United States. 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$100,000 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 510 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 (write in the name of the Federal agency or the loan or grant recipient)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. EXHIBIT I-4 Dagostino Geospatial Inc.DBA Dagostino&Wood Inc.I DWSurveys.corn 1239-352-6085 j Marketing@DWSwveys.cam Submittal for Solicitation 18-7432-SM PROFESSIONAL.SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 64 of 75 Page 2551 of 5243 I 6E1 1tt t Bonita Beach Road SE DDAGOSTINO Bonita Springs.LE ;34135 GEQSPATIAL 2n-352605 Marketin @lOWSurvevs.cottl EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through(4)of this section and also 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." Administrative,Contractual, or Legal Remedies (over$150,000): 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. Clean Air Act and 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 Clean Air Act, as amended,42 U.S.C. § 7401 et seq. (2)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. (3)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. (4) 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. Byrd Anti-Lobbying Amendment(31 U.S.C.§1352(as amended)(over$100,000): Contractors who apply or bid for an award of 6100,000 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." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier, subcontractor,or consultant under a contract with a public entity,and may not transact business with any public entity in excess of$25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying:No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation:The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5),Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five(5)years after final payment Is made and shall allow the County,FDEM,or its designee's access to such records upon request. EXHIBIT I-5 Dagostino Deospatial Inc.DRA1 Dagostino&Wood Inc.1 UWSurveys.com 1239-352-60851 htarketing@DWSttrveys.coni Submittal for Solicitation 18-7432-SM PROFESSIONAL. SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 65 of 75 Page 2552 of 5243 16E1 A 10981 Bonita Beach Road SE Benda Springs, it ,341:3' D 239 :352 €685 G E O S P A T I A L Marketing OWSuivre s.cooi EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms,Conditions,and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that(1)the subcontractor is bound by the terms of this Agreement, (ii)the subcontractor is bound by all applicable state and federal laws and regulations, and (iii)the subcontractor shall hold the Department and 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.The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract,the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703,Fla.Stat. On behalf of my firm,I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Dagostino Geospatial Inc DnA Dagostino&Wood Inc Date January 10,2020 Authorized Signature a: ^ EXHIBIT I-6 Dagostino Geospatial Inc.OBA Dagostino&Wood Inc.1 DWSurveys.conl 1 239-352 60851 Marketing@DWSurveys.cam Submittal for Solicitation 18-7432-SM PROFESSIONAL SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 66 of 75 Page 2553 of 5243 16E1 A 10981 Rerota Beach Road S DAGOSTINO it'St,rin>,,li 341361 D 234 352 608 GEOSPATIAL Mar lfl 'rlSory ys cool EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions I) The prospective subcontractor of the Sub-recipient,Collier County,certifies,by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. 2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR Dagosttiin000 Geospattal Inc.DBA Dagostino&Wood Inc By: Signature David S.Dagostino,PSM,President:Dagostino Geospatlal Inc.DBA Dagostino&Wood Inc. Name and Title 10981 Bonita Beach Rd SE Street Address Bonita Springs,FL 34135 City.State,Zip DUNS Number January 10,2020 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number:Z0001 FEMA Project Number:4337DRFLP0000001 EXHIBIT I-7 Dagostino Geospatial Inc.DBA Dagostino&Wood Inc. DINSurveys.com1239-352-60851Marketing@OWSurveys.com Submittal for Solicitation 18-7432-SM PROFESSIONAL SERVICES LIBRARY - SURVEY AND MAPPING CATEGORY Page 67 of 75 Page 2554 of 5243 l6E1 10981 Bonita Beach Road Si,. Bonita Springs,F9 3,1135 GEOSPATIAL 239-352,60t 5 Marketingari0VISiirveys coin COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified.Unverifaule statuses will require the Vendor/Prime Contractor to either provide A revised statement or provide source dotumentation that validates a status Contractor means an entity that receives a contract. A. VENDOR/PRIME CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER j CONTRACT DOLLAR AMOUNT Depuetinri Goospnliut Inc DBA Doodling A Wood Inc 59-3528150 IS THE PRIME A flORIDACERTIEIE D DISADVAN METED. VETERAN, Y QY !S THE ACTIVITY Of THIS CONTRACT, MINORITY DR WOMEN BUSINESS ENTERPRISE Daf 7 YIDRE/MRE/WaFl7 OR HAVE A SMALL DISADVANTAGED CONSTRUCTION? Y N ROSINESS RA CERTIFICATION FROM THE SMALL BUSINFSS MBE?Y ® CONSULTATION? Y N ADMINISTRATION, OR A SERV;CE DISABLED VETERAN' WISE,Y — S OTHER? © N SEER RA, Y I.IlJ IS THIS SUBMISSION A REVISION' Y N lir YES,VIVISON NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE,MBE,WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORE OR ETHNICITY CODE PERCENT OF CONTRACT VET,SMBBA NAME SPECIALTY (See Below) DOLLARS TOTALS. C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER David S Dagostino January 10.2020 President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER 1---, Marketing®DWSulveys.com 239-352-6085 NOTE This information is used to tract and report anticipated DBE or MBE partlepation et federally funded contracts.The anticipated DBE or MBE amount is Voluntary and oil not become part of the contractual loons.This form must be cutmitted at time u'responsn to a SOW Ration II and when awarded a County contract,the prime sun be asked To update the inro'malknn for the grant compliant p files ETHNICITY CODE Black American RA hl spanit.American HA Native American NA Subcont.Asian American SM Asian•Pacific American APA Non-Minority Warren NMW Other:not of anv other group Cured 0 D.SECTION TO BE COMPLETED BY COWER COUNTY DEPARTMENT NAME CULULR CON TRACI a psB/RFP Or PO/REOl GRANT PROGRAM/CONTRACT' ACCEPTED BY;DATE Dagostino Geospatial Inc.IJBA Dagostino&Wood Inc.I DWSurveys.com 1239-352-6085 i Marketing@DWSurveys.con( Submittal for Solicitation 18-7432-SM PROFESSIONAL SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 68 of 75 Page 2555 of 5243 16E1 A DAGOSTINO 10981 Bonita Beach Road SE Bonita Springs, FL 34135 GEOSPATIAL 231352t085 tfarketing@OWStinievs.cain EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION jTo be Submitted with each bid or offer exceeding$100,000) The undersigned(Contractor)certifies,to the best of his or her knowledge,that: 1.No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any personforInfluencingorattemptingtoinfluenceanofficeroremployeeofanagency,a Member of Congress,an officeroremployeeofCongress,or an employee of a Member of Congress in connection with the awarding of any Federalcontract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperativeagreement,and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencingorattemptingtoinfluenceanofficeroremployeeofanyagency,a Member of Congress,an officer or employee ofCongress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, orcooperativeagreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form toReportLobbying,"in accordance with its instructions. 3.The undersigned shall require that the language of this certification be included in the award documents for allsubawardsatalltiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperativeagreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction wasmadeorenteredinto.Submission of this certification is a prerequisite for making or entering into this transactionimposedby31,U.S.C.§1352(as amended by the Lobbying Disclosure Act of 1995).Any person who fails to filetherequiredcertificationshallbesubjecttoacivilpenaltyofnotlessthan$10,000 and not more than$100,000foreachsuchfailure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification anddisclosure,if any.In addition,the Contractor understands and agrees that the provisions of 31 U.S.C.§3801 etseq.,apply to this certification and disclosure,if any. Dagostino Geospatial Inc.DBA Dagostino&Wood Inc. Contractor(Firm Name) Signature of Contractor's Authorized Official David S. Dagostino, PSM, President:Dagostino Geospatial Inc. DBA Dagostino&Wood Inc. Name and Title of Contractor's Authorized Official January 10,2020 Date EXHIBIT I-9 Dagostino Geospatial Inc.DBA Dagostino&Wood Inc.I DWSutvcys.cotrl 1239-352-60851 Marketing(alDWStlrveys.coni Submittal for Solicitation 18-1432-SM PROFESSIONAL SERVICES LIBRARY- SURVEY AND MAPPING CATEGORY Page 69 of 75 Page 2556 of 5243 16E1 A CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD/YYYY) THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS/ 08l2020 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZEDREPRESENTATIVEORPRODUCER,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 onthiscertificatedoesnotconferrightstothecertificateholderinlieuofsuchendorsement(s).PRODUCER CONTACT Tara CiuneTimeInsuranceAgency,Inc. NAME: PHONE (941)637-1106 FAX115W.Olympia Ave IA/C,No,Eel): A/C,No): (941)637-7606E-MAILDRSS: certificated@timefl.com Punta Gorda INSURER(S)AFFORDING COVERAGE NAIC#FL 33950 INSURER A: Depositors Insurance CompanyINSURED 42587 INSURER e: Nationwide Insurance Company of Florida 10948DagostinoGeospatial,LLC-DBA INSURER c: Lancer Indemnity Company10981BonitaBeachRdSE INSURER D: Argonaut Insurance Company INSURER E:Bonita Springs FL 34 1 35-903 3 INSURER F:COVERAGES CERTIFICATE NUMBER: 9/8/2020 Ren RBER:THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE EIFO NNR E OLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN,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 CLAIMSINSR AUUL UBRILTRTYPEOFINSURANCE INSO WVD POLICY NUMBER POLICY EFF POLICY EXP X COMMERCIAL GENERAL LIABILITY MMIDD YYVV) (MM/DD VYYY) LIMITS EACH OCCURRENCE 1,000,000CLAIMS-MADE IXIOCCUR DAMAGE TO RENTED tOG,000PREMISES(Ea occurrence) $ A MED EXP(Any one person) $ 5,000YACP303959623309/09/2020 09/09/2021 PERSONAL BADV INJURY $ 11000,000GEN'LAGGREGATE LIMIT APPLIES PER I PRO- GENERAL AGGREGATE $ 2,000,000 I. POLICY 1 JECT I I LOC OTHER:PRODUCTS-COMP/OPAGG $ 2,000,000 Employment Practices $ 1,000,000AUTOMOBILELIABILITY GOMBtNES'eh' 6tIMI"r X ANY AUTO Ea accident) 1,000,000 ONYAUBODILY INJURY(Per person) $B AUTOS ONLY AUTOS SCHEDULED ACPBAL3028388755 09/09/2020 09/09/2021 BODILY INJURY(Per accident) $HIRED NON-OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident) X UMBRELLA LIAB Uninsured motorist $ 1,000,000XOCCUR EACH""OCCC-URRE""' y" NE„„„•1,000,000BEXCESSLIAB CLAIMS-MADE ACPCAP3028388755 09/09/2020 09/09/2021 DED 1 XI RETENTION b 10,000 AGGREGATE WORKERS COMPENSATION AND EMPLOYERS'LIABILITY PER OTH- ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N STATUTE I ERCOFFICER/MEMBER EXCLUDED? Y N/A 10393 05/15/2020 05/15/2021 E.L.EACH ACCIDENT 1,000,000MandatoryinNH) If yes,describe under E L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 ERRORS&OMMISSIONS Each Claim 1,000,000D 121AE0004039-01 05/15/2020 05/15/2021 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Solicitation 18-7432-SM Professional Services Library-Survey and Mapping Category. Collier County Board of County Commissioners is listed as Additional Insured for ongoing and completed operations(CG 2010&CG 2037)on a primary andnon-contributory basis in regards to the General Liability.A Waiver of Subrogation is included in regards to the General Liability.Thirty(30)Days cancellationnoticeisincluded. Employer's Liability:Policy#ACPGLD03028388755 Per Claim&Aggregate$1,000,000 is included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED INCOLLIERCOUNTYBOARDOFCOUNTYCOMMISSIONERSACCORDANCEWITHTHEPOLICYPROVISIONS. 3295 TAMIAMI TRAIL EAST AUTHORIZED REPRESENTATIVE NAPLES FL 34112 ar"1 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 2557 of 5243 16E1 EXHIBIT B AGREEMENT FOR PURCHASE AND SALE OF ASSETSOFDAGOSTINOGEOSPATIA , INC. THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and enteredintoeffectiveasofthe1stdayofJanuary, 2023 by and between CAUSSEAUX, HEWETT &WALPOLE,INC., a Florida corporation("Purchaser"),DAGOSTINO GEOSPATIAL, INC.,a Florida corporation("Seller"), and DAVID DAGOSTINO,an individual (the "Owner"). WHEREAS, Seller conducts the business of providing land surveying, hydrographic and coastal surveying, and geospatial data services, including directly and indirectly performingservicesrelatingthereto (the "Business"), and such Business is currently conducted from itsprincipaladdressof10981BonitaBeachRoadSE, Bonita Springs, Florida 34135 (thePremises") and commonly known as "Dagostino Geospatial"; and WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller substantially all of the assets of Seller used in the conduct of the Business, all as more fullydescribedherein,upon and subject to the terms and conditions contained in this Agreement; and WHEREAS, Owner owns all one hundred percent(100%) of the issued and outstandingsharesofcapitalstockofSellerandwillbenefitdirectlyfromthetransactioncontemplatedbythisAgreement. NOW,THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings set forth in this Section 1: a) "Affiliate" of a Person means any other Person that directly or indirectly,through one or more intermediaries, controls, is controlled by, or is under common control with,such Person. The term"control"(including the terms"controlled by"and"under common controlwith")means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, bycontract,or otherwise. b) "Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Florida, or is a day on which bankinginstitutionslocatedintheStateofFloridaareauthorizedorrequiredbyLawtoclose. c) "Cash" means all cash and cash equivalents of Seller as of Closing. d) "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time. Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 1 of 35 Page 2558 of 5243 16E1 e) "Contracts" means any contract, lease (including real property leases),understanding, covenant, commitment or other agreement or instrument of any kind, whether oralorwritten, including any trade or barter arrangement. f) "David Dagostino Employment Agreement" means that certainEmploymentAgreement, dated as of even date herewith,by and between Owner and Purchaser. g) "Disclosure Schedules" means the Disclosure Schedules delivered bySellerandOwnerconcurrentlywiththeexecutionanddeliveryofthisAgreement. h) "Encumbrance(s)" means any encumbrance, charge, claim, communitypropertyinterest, pledge, condition, equitable interest, lien (statutory or other), option, securityinterest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction ofanykind, including any restriction on use, transfer, or ownership. i) "ERISA"means the Employee Retirement Income Security Act of 1974. j) "Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatoryauthorityorquasi-governmental authority (to the extent that the rules, regulations, or orders ofsuchorganizationorauthorityhavetheforceofLaw), or any arbitrator, court, or tribunal ofcompetentjurisdiction. k) "Indebtedness" means all obligations or other liabilities of Seller including principal, interest, premiums, penalties, breakage fees, costs and expenses, whetheraccruedorotherwise): (a) for borrowed money (whether or not evidenced by bonds, debentures, notes or other similar instruments or debt securities); (b) in respect of letters of credit, bankers' acceptances or other similar instruments or reimbursement obligations with respect thereto; (c) to pay the deferred purchase price of any asset,property or right,including earn-outs,payments undernon-compete agreements and seller notes; (d) under capital leases; (e) under an interest rate, currency or other swap or hedge agreement other similar instrument or agreement; (f) created or arising under any conditional sale or other title retention agreement; (g) all obligations secured byEncumbrancesonthepropertyofSeller; (h) any liabilities that are guaranteed or assured, directlyorindirectly,by Seller;and(i)under any mortgage, deed of trust,indenture, security agreement or other agreement securing any of the foregoing obligations. 1) "Intellectual Property" means all domestic and foreign intellectual property rights, including all (a) patents and patent applications, (b) trademarks, service marks, domain names, trade dress, trade names, corporate names and other identifiers of source or goodwill, including registrations and applications for registration thereof and including thegoodwillofthebusinesssymbolizedtherebyorassociatedtherewith,(c)copyrights,copyrightable works, works of authorship and software, including promotional materials and any websites, and registrations and applications for registration thereof, and (d) confidential and proprietaryinformation, including trade secrets, know-how and invention rights (whether or not patentable), research and development, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists. Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 2 of 24 Page 2559 of 5243 1 6 E I in) "Inventory" means all inventory wherever located, including all finishedgoods, work in process, raw materials, samples, models and packaging and all disposables andconsumablesusedinconnectionwiththeBusinessexistingasoftheClosing. n) "IRS" means the Internal.Revenue Service. o) "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of anyGovernmentalAuthority. p) "Liabilities" means liabilities, obligations, losses, or commitments of anynaturewhatsoever, asserted or unasserted,known or unknown, absolute or contingent, accrued orunaccrued,matured or unmatured, or otherwise. q) "Licenses and Permits" means licenses, permits, certificates,authorizations and approvals issued by any federal, state, local, and/or administrative, governmental or quasi-governmental agency and/or body, needed or used in the operation of theBusinessand/or relative to the occupancy of the Premises(to the extent assignable and not personalinnaturetoOwner). r) "Losses" means any and all losses, liabilities, damages, deficiencies,diminution in value, costs and expenses and any and all claims, demands or suits by any Person,including without limitation all actions, suits, proceedings, demands, assessments, judgments,settlements and compromises relating thereto (and, if applicable, reasonable attorneys' feesassociatedtherewith). s) "Order" means any order, decision, subpoena, writ,judgment, injunction, decree, stipulation, determination, or award or verdict entered, issued, made, or rendered by orwithanyGovernmentalAuthorityorbyanyarbitrator. t) "Person" means an individual, corporation, partnership, joint venture,limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity. u) "Restricted Area"means the geographical area within a one hundred(100)mile radius of any office address of CAUSSEAUX, HEWETT& WALPOLE, INC. v) "Tax Return" means all reports,returns, information returns,declarations,statements,and other documents required to be filed in respect of Taxes. w) "Taxes" means all federal, state, local, foreign, and other income, gross receipts, sales, use,production, ad valorem, transfer, documentary, franchise,registration,profits,license, lease, service, service use, withholding, payroll, employment, unemployment, estimated,excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto andanyinterestinrespectofsuchadditionsorpenalties. Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 3 of 24 Page 2560 of 5243 16E1 x) "Transaction Documents" means this Agreement, the Bill of Sale, theAssumption, and the other agreements, instruments and documents required to be executed ordeliveredattheClosingorinconnectionwiththetransactionscontemplatedhereby. 2. Purchase and Sale of Assets. Subject to the terms and conditions set forth herein,at the Closing(as defined below)Seller shall sell, assign,transfer,convey and deliver to Purchaser,and Purchaser shall purchase from Seller, free and clear of any Encumbrances (subject to Section13(e) below), all of Seller's right, title and interest in all of the assets, properties, and rights ofSellerusedorheldforuseintheconductoftheBusiness (other than those assets explicitlydescribedastheExcludedAssets (as defined below)), wherever located (collectively, thePurchasedAssets"). For the avoidance of doubt, "Purchased Assets" shall include: a) All tangible assets, including but not limited to: office furniture,furnishings, equipment, computers (including all computer hardware, networks and interfaces),tools, machinery, Inventory, packaging, supplies, parts and other inventories, fixtures, electronicdevices,accessories, improvements,signs,and other tangible assets now owned by Seller and usedorusefulinconnectionwiththeconductand/or operation of the Business, including, withoutlimitation., those assets listed on Schedule 2(al (collectively, the "Tangible Personal Property"); b) All owned Intellectual Property used or useful in connection with. theBusiness, whether protected, created or arising under the laws of the United States or any otherjurisdiction, including, without limitation: (1) any and all rights associated with the trade nameandfictitiousnameof"Dagostino Geospatial";(2) all customer files,lists,records and informationtotheextentnotrequiredbyapplicableLawtobeownedorheldbyalicensedPerson),prospects,contact and other lists, records and other information regarding customers, prospects and othercontactsofSeller, marketing information, equipment operating manuals, equipment records, equipment warranty rights, and advertising materials relative to Seller's operation of the Business,regardless of the form or medium in which maintained; (3) the Business' websites (including thewebsite(s) set forth on Schedule 21 b), all design rights in connection therewith, and all e-mailaddresses (including the e-mail addresses (with passwords) set forth on Schedule 2Ji)); (4) alllogos; and (5)all other intangible assets; c) All Contracts listed on Schedule 2i c (collectively, the "PurchasedContracts") and all rights of any nature whatsoever arising out of the Purchased Contracts;provided, however, that the Purchased Contracts shall not include any Employee Plans; d) To the extent transferable, all Licenses and Permits, including, withoutlimitation, the Licenses and Permits set forth on Schedule 2id?: e) AU of Seller's files, books and records, documents, data, plans, proposalsandotherrecordedknowledge, including copies of all personnel records related to the BusinessEmployees (as defined below) who accept an offer of employment with Purchaser (theContinuingEmployees"), including electronic copies of information, user manuals, databases and electronic copies of all original Purchased Contracts(and copies of all correspondence relatingthereto); Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 4 of 24 Page 2561 of 5243 16Ei f) All of Seller's rights under warranties and all similar rights against thirdpartiestotheextentrelatedtotheTangiblePersonalPropertyandnotrequiringseparateassignment; g) All phone, facsimile, and credit card line numbers currently used inconnectionwiththeBusiness, as set forth on Schedule 2(e): h) All advertisements, marketing materials and listings in connection with theBusiness; i) All claims and rights, including all claims and rights against third parties,whether choate or inchoate, known or unknown, contingent or non-contingent; j) To the extent transferable to Purchaser, all insurance coverage for pendingclaimsrelatedtothePurchasedAssetsortheBusiness; k) To the extent transferable to Purchaser, all sales tax certificates orauthorizationsissuedbyanystateorotherjurisdiction; and l) All goodwill and the going concern value of the Business, and any and allotherassets, tangible or intangible, used or held for use or as required to operate the Business. Without limiting the foregoing, the "Purchased Assets" shall include all assets, property, rightsandbusiness (i) shown or reflected on the Most Recent Balance Sheet(as defined below), and/orii)acquired by Seller on or after the date of the Most Recent Balance Sheet, except in each casefor(A) Inventory and other assets disposed of prior to the Closing Date in the ordinary course ofbusinessconsistentwithpastpracticeand(B)the Excluded Assets. If any assets,or business are intended to be transferred to Purchaser pursuant to the general language of thisAgreementbutdonotappearontheSchedulestothisAgreement, such assets,property,rights andbusinessshallnonethelessbedeemedtransferredtoPurchaser. 3. Excluded Assets. Purchaser is not purchasing, and Seller is not selling any of theassetsofSellerdescribedonExhibit "A" attached hereto (collectively, the "Excluded Assets"). 4. Assumed Liabilities. At the Closing, Purchaser shall assume and agree todischargefromandaftertheClosingonlythoseLiabilitiesarisingaftertheClosingunderthePurchasedContracts,other than liabilities or obligations arising out of any breach of any PurchasedContractcommittedbySeller, Owner or any of their Affiliates prior to the Closing(the"AssumedLiabilities"). 5. Excluded Liabilities. Except as provided in Section 4 above with respect to the Assumed Liabilities, Purchaser shall not assume and shall not be responsible to pay, perform, ordischargeanyindebtednessorLiabilitiesofSeller, Owner or any of their respective Affiliates ofanykindornaturewhatsoever, including any Liabilities of the Business arising from or related to circumstances existing or occurring on or before the Closing,whether contingent or otherwise,and whether or not such Liabilities are reflected on the books or records of Seller on the date hereof orontheClosingDate (the "Excluded Liabilities"). All Excluded Liabilities shall be retained bySellerandremainLiabilitiesandobligationsofSeller. For the avoidance of doubt, Excluded Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 5 of 24 Page 2562 of 5243 16E1 Liabilities shall include those Liabilities and obligations set forth on Exhibit "B"attached hereto. 6. Purchase Price and Method of Payment. Upon and subject to the terms andconditionsofthisAgreement, the aggregate purchase price payable in respect of the purchase ofthePurchasedAssetsshallbeanamountequaltoSixHundredForty-Six Thousand Eight HundredSeventy-Five and 00/100 Dollars($646,875.00)(the"Base Purchase Price"),plus the assumptionoftheAssumedLiabilities (collectively, including the Base Purchase Price, the "PurchasePrice"). The Base Purchase Price shall be payable by Purchaser in the form of fifteen(15) sharesofthecommonstockofPurchaser(the "Equity Consideration" or the "Owner Shares") issuedtoOwnerandrepresentedbyPurchaser's Stock Certificate Number 27,a copy of which is attachedheretotoExhibit"CC". Seller, Owner and Purchaser hereby acknowledge and agree that the fair market value of the Equity Consideration as of the Closing Date is Six. Hundred Forty-SixThousandEightHundredSeventy-Five and 00/100 Dollars ($646,875.00). 7. [Intentionally Omitted] 8. Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Priceplusotherrelevantitems) shall be allocated among the Purchased Assets for all purposesincludingtaxandfinancialaccounting) as shown on the purchase price allocation scheduleattachedheretoasExhibit "D" (the "Purchase Price Allocation"). Seller and Purchaser further agree that the Purchase Price Allocation is fair and reasonable and that in any reports or returnsrequiredtobefiledwiththestateorfederalgovernments, including but not limited to Form 8594 to be filed by Seller and Purchaser, Seller and Purchaser shall report the asset values in accordancewiththeallocationsetforthonExhibit "D". 9. [Intentionally Omitted] 10. David Dar ostino Erni•lovment Agreement. At the Closing (as defined below), the Owner agrees to execute the David Dagostino Employment Agreement, in the same form astheDavidDagostinoEmploymentAgreementattachedheretoasExhibit "E". so as to affordPurchaserprotectionforthemoneyithasinvestedinacquiringtheBusiness. Execution of the David Dagostino Employment Agreement, and adherence to the restrictions on competition and solicitation contained therein, are material consideration for this purchase and are given to supportthevalueofthebusinessofSellerbeingpurchasedbyPurchaser. Seller acknowledges that Purchaser would not have agreed to purchase the Purchased Assets without the David Dagostino Employment Agreement and the restrictions on competition and solicitation contained therein. 11. [Intentionally Omitted] 12. Closing. Subject to the terms and conditions of this Agreement,the consummation.of the transactions contemplated by this Agreement(the"Closing") shall be held by the exchange of executed documents (whether by electronic means or delivery by mail, overnight courier or other delivery service) and/or in person at the offices of Withers Harvey, P.A. on the date hereoforsuchotherdatemutuallyagreedtobytheparties(such date being,the"Closing Date"). Closingshallhedeemedtohaveoccurredat12:01 a.m. Eastern Time on the Closing Date. a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser thefollowing: Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 6 of 24 Page 2563 of 5243 1 6 E 1 i) This Agreement duly executed by Seller; ii) A bill of sale in the same form as the General Assignment and BillofSaleattachedheretoasExhibit "F"(the"Bill of Sale")and duly executed by Seller; iii) An assumption agreement in the same form as the AssumptionAgreementattachedheretoasExhibit "G" (the "Assumption") and duly executed bySeller; iv) All consents, approvals, Orders, declarations, notices and filingsrequiredbyorwithrespecttoSellerorOwnerinconnectionwiththeexecutionanddeliveryofthisAgreementoranyoftheotherTransactionDocumentsandthe consummation of the transactions contemplated hereby and thereby, including, but notlimitedto, an express consent of the Seller to the transactions contemplated by thisAgreementattachedheretoasExhibit "H" (the "Corporate Consent of Seller"); v) All documents and information reasonably requested by Purchasertoallowthetransferofthetradenameand/or fictitious name of"Dagostino Geospatial"and the websites set forth on Schedule 2(b); vi) The David Dagostino Employment Agreement, duly executed byOwner; vii) Causseaux, Hewett & Walpole, Inc. Amended Stockhholders' Agreement dated effective January 1, 2023 (the "Amended Stockholders' Agreement"),in the form attached hereto as Exhibit "I", duly executed by Owner; viii) Evidence of"tail" insurance coverage required by this Agreement; ix) A certificate from the secretary of Seller certifying that all board ofdirectorsandshareholderapprovalsnecessarytoconsummatethetransactions contemplated by this Agreement and the Transaction Documents to which it is a party havebeenobtainedandattachingthereto: (1) a copy of the articles of incorporation and bylaws of Seller, certified by the secretary of Seller as the true and complete copies thereof as of the Closing; and(2)a copy of the resolutions of the board of directors and the shareholders of Seller evidencing the approval of this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; x) Certificates, dated as of a recent date, of the Secretary of State (or other applicable Governmental Authority) of the State of Florida establishing that Seller is in existence or qualified to do business therein and otherwise is in good standing to transactbusiness; xi) A certificate of compliance relating to tax matters as described inFloridaStatute §213,758(4)(a), dated as of a recent date, from the Florida Department ofRevenue; and Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 7 of 24 Page 2564 of 5243 16E1 xii) Such other documents or instruments as may be required pursuant to this Agreement or as may be reasonably requested by Purchaser or Purchaser's counsel in connection with the consummation of the transactions contemplated herein. b) At the Closing, Purchaser shall deliver to Seller the following: i) This Agreement duly executed by Purchaser; ii) The Base Purchase Price in the form of the Equity Consideration issued to Seller; iii) The Bill of Sale duly executed by Purchaser; iv) The Assumption duly executed by Purchaser; v) The David Dagostino Employment Agreement, duly executed by Purchaser; vi) Such other documents or instruments as may be required pursuant to this Agreement or as may be reasonably requested by Seller or Seller's counsel in connection with the consummation of the transactions contemplated herein. 13. Representations and Warranties of Seller and Owner. Seller and Owner(each a"Seller Party"and,collectively,the"Seller Parties")jointly and severally represent and warrant to Purchaser that the following statements are true and correct: a) Or?anization and ?ualification of Seller. Seller is a corporation duly organized or incorporated, validly existing, and in good standing under the Laws of Florida and has full power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary. b) Authorit _of Seller and Owner. Seller and Owner each have full power, authority and capacity, as applicable, to enter into this Agreement and the other Transaction Documents to which such Person is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder,and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and Owner, and (assuming due authorization, execution, and delivery by Purchaser) this Agreement constitutes a legal, valid, and binding obligation of each of Seller and Owner enforceable against such party in accordance with its terms. When each Transaction Document to which Seller and/or Owner is or will be a party has been duly executed and delivered by Seller or Owner, as applicable (assuming due authorization, execution, and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller and. Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 8 of 24 Page 2565 of 5243 16E1 Owner, as applicable, enforceable against it in accordance with its terms. c) No Conflicts•Consents. The execution,delivery,and performance by Seller andOwnerofthisAgreementandtheotherTransactionDocumentstowhicheachsuchPersonisaparty, andtheconsummationofthetransactionscontemplatedherebyandthereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation or bylaws of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Order applicable to Seller, Owner, the Business or the Purchased Assets; (c)result in the creation or imposition. of any Encumbrance on the Purchased Assets; or(d)conflict with or result in a violation or breach of, or default under, give rise to any right of acceleration or termination of, or otherwise require the consent of any Person pursuant to, any of the terms, conditions or provisions of any license, permit or Contract to which Seller or Owner is a party or by which any of Seller, Owner, the Business or the Purchased Assets are bound. No consent, approval, Order, declaration, or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or Owner in connection with the execution and deliveryofthisAgreementoranyoftheotherTransactionDocumentsandtheconsummationofthetransactions contemplated hereby and thereby. d) Ownership of Seller. Owner is the sole record and beneficial owner of all of the issued and outstanding equity securities of Seller, free and clear of all Encumbrances. No subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire from Seller any equity securities is authorized or outstanding. No Seller Party is or was party to any voting trust, proxy, or other agreement or understanding between or among any Persons that affects or affected, or relates or related to, the voting or giving of written consent, or restrictions on transfer, with respect to Seller's equity securities. Seller does not have any subsidiaries and does not own any equity securities in any Person. Seller is not a party to any Contract(other than this Agreement) pursuant to which any Person is entitled to acquire any or all of the Purchased Assets, the Business or any equity securities of Seller. e) Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all Encumbrances; provided, however,that in the event that there are any Purchased Assets that are subject to any Encumbrance that could not reasonably be satisfied or discharged by Seller on or before the Closing Date, then Seller Parties shall be granted a period of ninety (90) days following the Closing to satisfy or discharge such Encumbrances in full and provide proof of same to Purchaser. In the event that any such Encumbrance is not satisfied or discharged in full within such ninety (90) day period, then Purchaser shall have the right, but not the obligation, to pay off any or all of such Encumbrances, and Seller Parties hereby agree to reimburse Purchaser as soon as possible (but in no event more than five (5) years) for all such amounts paid by Purchaser, together with interest at the rate of six percent (6%) per annum on the balance from time to time outstanding. The obligation of the Seller Parties to reimburse Purchaser pursuant to this Section shall be represented by a commercially reasonable promissory note executed by both Seller Parties, jointly and severally, in form and content reasonably required by Purchaser (the "Promissory Note") and Owner shall secure its obligations under the Promissory Note by pledging the Owner Shares to Purchaser pursuant to a Stock Pledge Agreement by and between Owner, as "Pledgor", and Purchaser, as "Pledgee" in the same form as the Stock Pledge Agreement attached hereto as xhibit "3" (the "Stock Pledge Agreement"). As of the Closing, all of the Tangible Personal Property is in good working condition and repair, normal wear and tear excepted. The Purchased Assets at Closing are a result of Seller's operation of the Business in the ordinary course and Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 9 of 24 Page 2566 of 5243 16E1 include all assets necessary for the operation of the Business as currently operated. The accounts receivable are all valid accounts receivable that are collectible in the ordinary course of business. I) Insurance. Schedule 13jj sets forth a true and complete list of all current insurance policies maintained by Seller, Owner or their Affiliates and relating to the Business or the Purchased Assets (collectively, the "Insurance Policies"). There are no claims related to theBusinessorthePurchasedAssetspendingunderanysuchInsurancePolicies. Neither Seller, Owner nor any of their Affiliates has received any written notice of cancellation of, premiumincreasewithrespectto, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have been paid. Neither Seller, Owner nor any of their Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. Further, Seller, at its sole cost and expense, shall obtain and, for a period of three (3) years after the Closing Date (the "Coverage Period"), maintain with an insurance company having an AM Best financial strength rating of A or better tail" insurance coverage for professional liability with coverage limits of at least One Million Dollars ($1,000,000), naming Seller as the insured and endorsed to extend coverage to Purchaser for liability incurred from acts of Seller occurring prior to the Closing Date and deliver to Purchaser at Closing evidence of such insurance. g) Ern: to ees and Inde -endent Contractors. Schedule 13(J sets forth a true and complete list of the employees, independent contractors and consultants of Seller, each as of the date of this Agreement, whose employment or service primarily relates to the Business (the Business Employees"), along with the following information for each Business Employee, as applicable: (i) title or position (including whether full or part time); (ii) hire date; (iii) for hourly employees, average number of hours regularly scheduled to work each week; (iv) base salary or hourly wage plus overtime, as applicable; and (v) whether or not such Business Employee is currently actively at work and,if not,the date that absence began,the nature and expected duration of such absence. There are no labor unions presently representing or engaged in any organizing activity with respect to any Business Employee. There has not within the last three years been, there is not presently pending or existing, and, to the knowledge of Seller and Owner, there is not threatened, any (x) material charge or complaint filed by an employee with any labor relations board, (y) investigations, charges, claims, suits, or audits by any Governmental Authority with respect to the employment practices of Seller with respect to the Business Employees; or (z) lawsuits, claims, charges, or other actions by current or former Business Employees for matters arising out of their employment, termination or resignation therefrom. Seller and its Affiliates are in compliance in all material respects with all applicable Laws with respect to employment, employment practices, labor, terms and conditions of employment and wages and hours, in each case, with respect to the Business Employees. h) Benefit Plans: ERISA. Schedule 13,h sets forth a complete list of each material "employee benefit plan," as defined in Section 3(3) of ERISA, and any plan, practice, arrangement, guideline (formal or informal) or policy (including a written description of any unwritten plan, practice, arrangement or policy) providing for severance, equity compensation, bonuses, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, welfare benefits (health, dental, vision, life, and disability), sick pay, pension or retirement benefits, fringe benefits or perquisites, in each case which covers any current or Business Employee or as to which Seller has or may have any material liability, contingent or otherwise Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 10 of 24 Page 2567 of 5243 16E1 each an "Employee Plan"). Seller has made available to Purchaser true and complete copies of each Employee Plan listed on Schedule13,h , together with any summary plan descriptions with. respect thereto, as applicable. Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or is within the remedial amendment period in which to file,an application for such determination from the IRS and, to the knowledge of Seller and Owner, there are no facts or circumstances that if uncorrected could reasonably be expected to result in disqualification of an Employee Plan. The Employee Plans have been established, maintained and administered in all material respects in accordance with their respective terms and all applicable Laws and there are no material actions, suits or claims pending or, to Seller's or Owner's knowledge, threatened or reasonably anticipated against, or with respect to, any of the Employee Plans and neither Seller nor any ERISA Affiliate has any obligation under any of the Employee Plans with respect to which Purchaser would have any Liability or that could result in an Encumbrance attaching to the Purchased Assets. Neither Seller nor any other ERISA Affiliate of Seller has at any time within the six-year period prior to the date of this Agreement sponsored, maintained, administered, contributed to or been required to contribute to any plan subject to Title IV of ERISA or Section 412 of the Code or any multiemployer plan"within the meaning of Section 3(37) or 4001(a)(3)of ERISA. i) ComAiance with Laws. Seller and Owner have complied, and are now complying, with all Laws applicable to ownership or operation of the Purchased Assets and the Business. All Licenses and Permits required for the operation of the Business are set forth on Schedule 11 i,,,,and at all times have been,valid and in full force and effect, and such Licenses and Permits constitute all Licenses and Permits necessary to permit Seller to conduct the Business as historically conducted and to own and use its assets in the manner in which it owns and uses such assets. No act or omission has occurred on or before the date hereof which would subject Seller or the Business to any fine or penalty or the suspension, withdrawal, cancellation,termination, or revocation of any License or Permit. Seller is presently in substantial compliance with all of the terms, conditions, and provisions of such Licenses and Permits. There are no outstanding Orders and no unsatisfied judgments,penalties, or awards against, relating to or affecting the Business or the Purchased Assets. There is no litigation or governmental or administrative proceeding or investigation pending or, to the knowledge of Seller or Owner, threatened against Seller or Owner or affecting the Business or the Purchased Assets, nor, to the knowledge of Seller or Owner,has there occurred any event nor does there exist any condition on the basis of which any such claim may be asserted. j) Taxes. Except as set forth on Schedule13 . Seller has timely filed all required federal, state and local Tax Returns and haspaid or made provision for the payment of all Taxes that are due and payable before or as of the Closing. All Taxes required to be withheld by Seller, including Taxes arising as a result of payments or distributions (or amounts allocable) to employees of Seller,have been collected and have been timely paid to the respective Governmental Authorities. No federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of Seller, and Seller has not received a written notice of any pending or proposed claims, audits or proceedings with respect to Taxes. Seller has not received any written notice of deficiency or assessment from any Governmental Authorities for any amount of Tax that has not been fully satisfied. No claim has been made in writing by any Governmental Authorities in a jurisdiction where Seller does not file Tax Returns that it is, or may be, subject to taxation by that jurisdiction. Neither Seller nor Owner Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 11 of 24 Page 2568 of 5243 I6E1 is aware of any basis for any Governmental Authorities to assess any additional Taxes for anyperiodforwhichTaxReturnshavebeenfiled. There are no Encumbrances for Taxes upon any ofthePurchasedAssets, except for Encumbrances for current year ad valorem Taxes not yet due and payable. k) Intellectual Pro;,env. i) Schedule 13(k)(i) sets forth a complete and correct listing of(i) allIntellectualPropertyownedbySeller; (ii) all Contracts under which Seller is licensed or otherwise uses or is permitted to use any Intellectual Property (other than shrink-wraplicensesofcomputersoftwarewithatotalreplacementcostoflessthanS10,000);and(iii) all Contracts under which Seller licenses or otherwise permits any third party to use anyIntellectualProperty. Seller owns or is licensed to use any Intellectual Property that is used in or necessary to conduct the Business as it has been conducted and is currently conducted the foregoing Intellectual Property being the "Seller IP"). All of the Seller IP is subsisting,valid,enforceable, and,if owned by Seller,free and clear of any Encumbrances. ii) Neither Seller nor the conduct of the Business as it has been conducted or is currently conducted infringes the intellectual property rights of any third party and, except as set forth on Schedule I3(k)(ii). no Person has asserted any claim of the foregoing or challenging the ownership,validity,or enforceability of any Seller IP. The Closing hereof shall not terminate or alter (or give rise to any right to terminate or alter) any Contract granting rights to any Seller IP or give rise to or allow any third party to exercise any additional right or impose any additional restriction on Seller or the Business under any Contract granting rights to any Seller IP. The Seller has complied in all material respects with all applicable Laws, industry standards, and its internal privacy policies relating to the use, collection, storage, disclosure and transfer of any personal information and payment information collected by the Seller or by third parties on behalf of or having authorized access to the records of the Seller. 1) Contracts. Each of the Purchased Contracts is set forth on Schedule 13;1 and is a legal, valid, binding and enforceable obligation of Seller and, to the knowledge of Seller and Owner, the other parties thereto, and is in full force and effect, unarnended, and there exists no default or event of default or event, occurrence, condition or act with respect to Seller or,to the knowledge of Seller and Owner,with respect to the other contracting party or otherwise,that,with or without the giving of notice, the lapse of time or the happening of any other event or condition, constitutes a default or breach by such Person thereunder. m) Environmental Matters. No hazardous waste, substance or material, and no oil,petroleum,petroleum product,asbestos,toxic substance,pollutant or contaminant(collectively Hazardous Material"), has been generated, transported, used, handled, processed, disposed, stored or treated on any real property owned, leased or operated by Seller or the Business. No Hazardous Material has been spilled, released, discharged, disposed, or transported from any real property owned,leased or operated by Seller or the Business,and no Hazardous Material is present in,on,or under any such property. Seller is,and at all times has been,in compliance in all material respects with all applicable environmental,health and safety laws, rules, ordinances, by-laws and regulations, and with all permits, registrations and approvals required under such laws, rules, Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 12 of 24 Page 2569 of 5243 16Ei ordinances, by-laws and regulations (collectively, "Environmental Laws"). Neither Seller nor Owner is aware of any fact or circumstance which could involve Seller or the Business in anylitigation, or impose upon Seller or the Business any liability, arising under any EnvironmentalLaws. n) Financial Statements. Attached hereto as Schedule 13i n; are copies of the following financial statements: (a) Seller's unaudited balance sheets for the fiscal years ended December 31,2021, and December 31, 2020, and the related unaudited statements of income for the fiscal years then ended, and(b) Seller's unaudited balance sheet as of November 30, 2022(the Most Recent Balance Sheet") and the related unaudited statement of income for the eleven- month period ended November 30, 2022. Such financial statements were prepared in conformity with generally accepted accounting principles of the United States applied on a consistent basis, are consistent in all material respects with the books and records of the Business and fairly present in all material respects the financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods shown therein. Nothing has come to the attention of Seller or Owner since such respective dates that would indicate that such financial statements are not true and correct in all material respects as of the date thereof. o) No Undisclosed Liabilities. Seller has no Liabilities or obligations of any nature except Liabilities or obligations(i)stated or adequately reserved against in the Most Recent Balance Sheet, (ii)incurred as a result of or arising out of the transactions contemplated under this Agreement, or (iii) incurred in the ordinary course of business since the date of the Most Recent Balance Sheet(none of which are the result of a breach of Contract, breach of warranty or tort). p) Absence of Certain Develo,meets. Since December 31, 2021, Seller has conducted its business only in the ordinary course consistent with past practice and there has not been any effect, event, occurrence, development or change that, when considered individually or in the aggregate with all other such effects, events,occurrences, developments or changes,has bad or would reasonably be expected to have a material adverse effect on the assets, properties, Liabilities, operations, business,prospects or condition (financial or otherwise) of the Business. q) Real Property. Schedule 13,tu. sets forth a true, correct and complete list of all real property owned by Seller;Owner or any of their Affiliates and used in or necessary for the conduct of the Business (the "Owned Real Property"). Seller, Owner and/or their Affiliates has good and marketable fee simple title to the Owned Real Property, free and clear of all Encumbrances. Schedule 13+,1; sets forth a true, correct and complete list of all real property leased, subleased or licensed to or by Seller, including any real property used in connection with the Business which is not subject to any written lease or license agreement (collectively, the Leased Real Property"). Seller has valid leasehold estates in all Leased Real Property,free and clear of all Encumbrances. Use of the Owned Real Property and the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable zoning laws and is not subject to a"permitted non-conforming"use or structure classification. A true and correct copy of each lease relating to the Leased Real Property has been provided to Purchaser. Neither Seller nor any of its Affiliates has granted any Person the right to use or occupy any portion of any parcel of the Leased Real Property,nor any parcel of the Owned Real Property that contains the Premises, and has not received notice of any claim of any Person asserting any such right. No portion of the Owned Real Property or Leased Real Property is subject to any Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 13 of 24 Page 2570 of 5243 16E1 pending condemnation proceeding or other proceeding by any public or quasi-public authority and, to the knowledge of any Seller Party,there is no threatened condemnation or other such proceedingwithrespectthereto; and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or Leased Real Property or any portion thereof orinteresttherein. r) Transactions with Affiliates. There are no loans, leases or other agreements or transactions between Seller and any present or former equity holder, director, officer or employee of Seller, or to the knowledge of Seller and Owner, any member of such officer's, director's, employee's or equity holder's immediate family, or any Person controlled by such officer,director,employee or equity holder or his or her immediate family that will not be satisfied or discharged in full by Seller within ninety (90)days after the Closing Date. In the event that any portion of such amounts are not satisfied or discharged in full within ninety (90) days after the Closing Date, then such remaining amounts may be disposed of by Purchaser in the same manner as Encumbrances pursuant to Section 13(e) above. No equity holder,director,officer or employee of Seller, or to the knowledge of Seller and Owner, any of their respective spouses or family members, owns directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer or director or in another similar capacity of, any competitor, customer or supplier of the Business, or any organization which has a material contract or arrangement with the Business. s) Certain Payments. Neither Seller nor Owner,nor anyone acting on Seller's or Owner's behalf, has made or received any "sensitive" payments, and no such person has maintained any unrecorded cash or non-cash assets out of which any "sensitive" payments mightbemade, "Sensitive" payments mean, whether or not illegal, (a) payments to or from governmental officials or employees, (b) commercial bribes or kick-backs, (c) amounts paid with an understanding that rebates or refunds will be made in contravention of the Laws of any applicable jurisdiction, either directly or through a third party, (d) political contributions, (e) payments or commitments(whether made in the form of commissions,payments of fees for goods or services received, or otherwise) made with the understanding or under circumstances which would indicate that all or part thereof is to be paid by the recipient to government officials or employees or as a commercial bribe or inducement, influence payment or kickback, and (f) payments made in violation of the Laws of the State of Florida. t) Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller, Owner or any of their Affiliates. u) Investment Re;'resentations. i) Seller agrees and acknowledges that Purchaser has provided Seller with copies of the Causseaux, Hewett&Walpole,Inc. Amended Stockholders'Agreement the "Stockholders' Agreement") and that Seller has had an opportunity to review, examine and ask questions relating to the Stockholders' Agreement. Seller understands, acknowledges and agrees that by executing the Amended Stockholders' Agreement, Seller will be subject to the obligations, terms and conditions set forth in the Stockholders' Agreement. Seller further understands and acknowledges that the Equity Consideration Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 14 of 24 Page 2571 of 5243 1bEI will be subject to the transfer, voting and other restrictions described in the Stockholders'Agreement. ii) Seller understands that the Equity Consideration is being offered in reliance on specific exemptions from the registration requirements of the United States federal securities laws and that Purchaser is relying on the truth and accuracy of, and Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Equity Consideration, v) Disclosure. The representations and warranties made or contained in this Agreement, the Disclosure Schedules hereto and the certificates executed and delivered in. connection herewith by Seller or Owner to Purchaser in connection with the transactions contemplated hereby, when taken together, do not and shalt not contain any untrue statement of a material fact and do not and shall not omit to state a material fact required to be stated herein or therein or necessary in order to make such representations, warranties or other material not misleading in the light of the circumstances in which they were made or delivered. 14. Representations and Warranties b) Purchaser. Purchaser hereby represents and warrants to Seller as follows: a) Organization of Purchaser. Purchaser is a corporation, duly organized, validly existing, and in good standing under the Laws of the State of Florida. b) Authority_ of Purchaser. Purchaser has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and assuming due authorization, execution and delivery by Seller and Owner) this Agreement constitutes a legal, valid, and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms. c) No Conflicts: Consents. The execution, delivery, and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization or limited liability company operating agreement of Purchaser; or (b) except as would not result in a material adverse effect, conflict with or result in a violation or breach of any provision of any Law or Order applicable to Purchaser. No consent, approval, permit, Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect Asset Purchase Agreement -Dagostino Geospatial, Inc. Page 15 of 24 Page 2572 of 5243 16E1 to Purchaser in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby andthereby. d) Financial Statements and Tax Return, Attached hereto as Schedule 14darecopiesofthefollowingdocuments: (a) Purchaser's unaudited balance sheet, statements of income, and IRS Form 1120-S U.S. Income Tax Return for an S Corporation for the fiscal yearendedDecember31, 2021, and (b) Purchaser's unaudited balance sheet (the "Purchaser's MostRecentBalanceSheet") and statements of income for the period ended May 31, 2022. Such financial statements were prepared in conformity with generally accepted accounting principles of the United States applied on a consistent basis,are consistent in all material respects with the books and records of Purchaser's business,and fairly present in all material respects the financial positionofPurchaser's business as of the dates thereof and the results of operations and cash flows of Purchaser's business for the periods shown therein. Nothing has come to the attention of Purchaser since such respective dates that would indicate that such financial statements are not true and correct in all material respects as of the date thereof. e) No Undisclosed Liabilities. Purchaser has no Liabilities or obligations of any nature except Liabilities or obligations (i) stated or adequately reserved against in the Purchaser's Most Recent Balance Sheet,(ii)incurred as a result of or arising out of the transactions contemplated under this Agreement, or (iii) incurred in the ordinary course of business since the date of the Purchaser's Most Recent Balance Sheet (none of which are the result of a breach of Contract, breach of warranty or tort). 15. Survival of Representations and Warranties. All representations, warranties, covenants and agreements made herein shall survive the execution of this Agreement,the Closing of this Agreement, and the consummation of the transactions contemplated herein, 16. Covenants a) Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by thisAgreementandtheotherTransactionDocuments. b) Conf dentiality. After the Closing, each Seller Party shall, and shall cause each of their Affiliates to,hold in confidence any and all information(including without limitation trade secrets), whether written or oral, concerning the Business, except to the extent that the Seller Parties can show that such information (a) is generally available to and known by the public through no fault of any Seller Party or any of their Affiliates;or(b)is disclosed in connection with any litigation involving any of the Seller Parties and Purchaser or this Agreement. If a Seller Party or any of their Affiliates are compelled by a third party to disclose any information by judicial or administrative process or by other requirements of Law, such Seller Party shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller Party is advised by its counsel in writing is legally required to be disclosed, provided, that such Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 16 of 24 Page 2573 of 5243 1 6 E Seller Party shall use reasonable efforts to cooperate with Purchaser's reasonable efforts to obtain an appropriate protective order, c) Public Announ.cerne.nt. Upon consummation of the transactions contemplated hereby,except as required by applicable Law or stock exchange or similar rules,no party hereto shall disclose the terms of or the existence of this Agreement (except to Affiliates, advisors, attorneys, investors, representatives and financing sources who have a need to know or who are otherwise subject to a confidentiality restriction) without the prior written consent of the other parties hereto, Notwithstanding the foregoing,on or after the Closing Date, Purchaser and/or the direct and indirect holders of its equity securities may, at their own expense, (i) issue news releases and publish "tombstone" advertisements and other genera] marketing announcements, in each case, relating to the consummation of the transactions contemplated by this Agreement, on their respective website(s), in newspapers, trade journals and other appropriate media, and (ii) provide information about the subject matter of this Agreement and the transactions contemplated hereby to their respective direct or indirect equity owners and prospective direct or indirect equity owners in connection with their fundraising and reporting activities (provided that any such recipient shall be notified in writing that such disclosure is deemed confidential and directed to strictly maintain such confidentiality). d) Transfer Taxes. All transfer, documentary, property, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, the sale of the Purchased Assets and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees. e) Release. Effective as of the Closing, each Seller Party (as applicable, personally and as a member, officer, manager, director and/or employee of Seller), on its own behalf and on behalf of such Seller Party's Affiliates, hereby completely and forever releases, waives and discharges, and shall be forever precluded from asserting, any and all claims, obligations, suits,judgments, damages, demands, debts, rights, causes of action and Liabilities, of any kind or nature, whether liquidated or unliquidated, fixed or contingent,matured or unmatured, known or unknown, foreseen or unforeseen, whether or not hidden or concealed, then existing in Law, equity or otherwise, that such Seller Party or its Affiliates have, had or may have against Purchaser, its Affiliates or any of Purchaser's or its Affiliates' respective present or former partners, directors, managers, officers, employees, predecessors, successors or members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Closing Date,other than any rights under this Agreement or any Transaction Docwnents to which such Seller Party is entitled. In making this waiver, each. Seller Party acknowledges that it may hereafter discover facts in addition to or different from those which such Seller Party now believes to be true with respect to the subject matter released herein, but agrees that such Seller Party has taken that possibility into account in reaching this Agreement and as to which such Seller Party expressly assumes the risk. Misdirected Payments. After the Closing,if any payments due to Purchaser or Seller are paid to the wrong party, the party receiving such misdirected payment shall, within Asset Purchase Agreement Dagostino Gcospatial, Inc. Page 17 of 24 Page 2574 of 5243 16E1 five (5) Business Days after receipt thereof, remit by wire or draft such payment to an account designated in writing by the party which should have received such payment. g) Use of Name. Following the Closing, Seller, Owner and their Affiliates shall have no rights to use any trademarks of the Business (which shall be Purchased Assets), including, but not limited to, the name "Dagostino Geospatial" or any variant thereof; provided, however, that Seller shall be permitted to continue its corporate existence for a commerciallyreasonableamountoftimeunderthename "Dagostino Geospatial, Inc." in the State of Florida solely for the purpose of engaging in activities reasonably necessary to wind up its business operations. As soon as reasonably possible after Seller winds up its business operations, Seller, Owner, and their Affiliates shall cease all use of such names and Seller and Owner shall take all. action necessary, including, without limitation, filing Articles of Dissolution or amending Seller's articles of incorporation, to either dissolve the corporation or change the name of Seller so that such name does not include the words "Dagostino Geospatial" or any variant thereof h) Proration of Ex enses. Any costs associated with operating the Business, including but not limited to, utility or similar charges, payable with respect to the period in which the Closing Date falls shall be prorated based on the actual number of days applicable to the pre-Closing Date and post-Closing Date occupancy and use. Seller shall be liable for the prorated amount of all such expenses during period up to (but excluding) the Closing Date, and. Purchaser shall be liable for the prorated amount of all such expenses during the period on and after the Closing Date. For the avoidance of doubt, any revenue generated by the Business on or after the Closing Date shall belong to Purchaser. 17. Non-Com ,etition Non-Solicitation. a) For a period of five(5)years from and after the Closing Date(such five(5) year period is hereinafter referred to as the "Restricted Period"), no Seller Party will, directly or indirectly(including without limitation through subsidiaries,Affiliates or by contract),as a partner, joint venturer, employer, employee, consultant, independent contractor, equityholder, principal, manager, agent, lender, landlord or otherwise, own, manage, operate, finance, join, control, participate or lend money or such Seller Party's reputation to any business, whether in corporate, limited liability company or partnership form or otherwise, which in any way engages in any business that is similar to, or competes with, the Business in the Restricted Area; provided, however, that (i) nothing herein shall be construed to prevent a Seller Party from holding as a passive investment not more than two percent (2%) of the shares in any company whose shares are quoted on any stock exchange or inter-dealer quotation system, (ii) the foregoing provisions shall not in any way limit or mitigate a Seller Party's confidentiality obligations herein, and (iii) such Restricted Period will be extended by and for the duration of any period of time during which any Seller Party is in violation of any provision of this Section 17(a). b) Each Seller Party hereby agrees that during the Restricted Period, such Seller Party will not, directly or indirectly (including without limitation through subsidiaries, Affiliates or by contract),as a partner,joint venturer,employer,employee,consultant,independent contractor, equityholder, principal, manager, agent or otherwise, (i) induce or attempt to induce, or cause any officer, manager, director, employee, consultant or independent contractor of Purchaser or any of its subsidiaries (including any Person who was an officer, manager, director, Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 18 of 24 Page 2575 of 5243 16E1 employee, consultant or independent contractor of Purchaser or any of its subsidiaries within six 6) months prior to the Closing Date or during such Restricted Period) to leave the employ of or engagement with Purchaser or such subsidiary, or in any way interfere with the relationshipbetweensuchPerson, on the one hand, and any such officer, manager, director, employee, consultant or independent contractor, on the other hand; or (ii) induce, or attempt to induce, any customer, salesperson, supplier, vendor, independent contractor, representative,agent, licensee or other Person transacting business with Purchaser or such subsidiary (including any Person who was a customer, salesperson, supplier, vendor, independent contractor, representative, agent, licensee or other Person transacting business with the Business or Purchaser or any of its subsidiaries within six (6) months prior to the Closing Date or during such Restricted Period) to reduce or cease doing business with such Person, or in any way to interfere with the relationship between any such customer, salesperson, supplier,vendor, independent contractor,representative, agent,licensee or business relation,on the one hand,and Purchaser or such subsidiary,on the other hand; ;:.provided, however, that such Restricted Period will be extended by and for the duration of any period of time during which any Seller Party is in violation of any provision of this Section 17(b), c) From and after the Closing, no Seller Party or any of its Affiliates shall in any fashion, form or manner make any negative, derogatory or disparaging statements or communications regarding Purchaser, the Business, Purchaser's direct or indirect equity holders, or any of their respective Affiliates or partners,members,managers,directors,officers,employees, consultants or independent contractors. d) The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. Each Seller Party hereby further acknowledges and agrees that, in view of the nature of the Business and the business objectives of Purchaser in acquiring the Business and the consideration delivered to the Seller Parties therefor, the scope of business, territorial and time limitations contained in this Section 17 are reasonable and properly required for the adequate protection of Purchaser. The parties hereto intend that the covenants of this Section 17 be(i)enforceable to the maximum extent permitted byLaw, and (ii) severable, and, if any reviewing court determines that any such covenant is unenforceable, invalid or of excessive duration or scope, such determination shall not affect the enforceability of any other covenants herein or the enforceability of the like covenants of any Seller Party not a party to the action in which such determination was made; further, in the event of any such determination, the parties authorize and instruct such court to (i) reform the unenforceable, invalid or excessive provisions, and (ii) impose such restrictions as reformed, as it deems reasonable. Purchaser may, upon written notice to and without the consent of any Seller Party, reduce the scope of the covenants of this Section 17 that apply to such Seller Party, if Purchaser deems such reduction in scope is necessary to enforce such covenants. e) Each Seller Party hereby acknowledges that such Seller Party's covenants made in this Section 17 are in addition to, and do not replace or amend, any non-competition covenants which may have heretofore been agreed to, or may hereafter be agreed to, with Purchaser or any of its Affiliates, and in the event the covenants in this Section 17 are in any way Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 19 of 24 Page 2576 of 5243 16E1 found unenforceable or invalid or are in any way limited or reformed, such other covenants shallnotbeaffectedthereby. 18. Indemnification. a) Indemnification lax, Seller and Owner. Subject to the other terms and conditions of this Section 18, Seller and Owner shall jointly and severally indemnify and defend each of Purchaser and its Affiliates and Purchaser's and its Affiliates' respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, equity owners, directors, officers, employees and agents (collectively, the Purchaser Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon,the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of(a) the breach of any representation or warranty of any Seller Party contained in this Agreement or anycertificatedeliveredtoPurchaserbyaSellerPartypursuanttothisAgreement; (b) any breach or nonfulfillment of any covenant or agreement made by any Seller Party in this Agreement; or (c) any of the Excluded Liabilities. b) Indemnification b. Purchaser. Subject to the other terms and conditions of this Section 18,Purchaser shall indemnify and defend each Seller Party and its Affiliates and each Seller Party's and its Affiliates' respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, equity owners,directors, officers, employees and agents (collectively, the "Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon,the Seller Indemnitees based upon, arising out of, with respect to or by reason of(a) the breach of any representation or warranty of Purchaser contained in this Agreement or any certificate delivered to a Seller Party by Purchaser pursuant to this Agreement; (b) any breach or nonfulfillment of any covenant or agreement made by Purchaser in this Agreement; or(c) any of the Assumed Liabilities. c) Rio ht_of Set-Off. Each Purchaser Indemnitee has the right to offset any Losses for which such Purchaser Indemnitee would be entitled to indemnification pursuant to Section 18(a), against payment of any amounts that remain owing to Seller pursuant to this Agreement. 19. Miscelleneous. a) Expenses. Except as otherwise expressly provided herein, all costs and expenses, including,without limitation,fees and disbursements of counsel, financial advisors,and accountants,incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses,whether or not the Closing shall have occurred. b) Notices. Unless otherwise provided herein, any notice, claim, demand, or other communication required or permitted under this Agreement shall be given in writing and shall be deemed effectively given: (i) when personally delivered to the party to be notified (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 20 of 24 Page 2577 of 5243 16E. i recognized overnight courier(receipt requested); (iii)on the date sent by email(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or(iv)on the third (3)Business Day afterthedatemailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 19(b): If to Seller and/or Owner: With a Coin- To: Dagostino Geospatial, Inc.Holmes Fraser, P.A. 14476 Jekyll Island Court 711 5th Avenue S., Suite 200 Naples, Florida 34119 Naples, Florida 34102-6628 Attn: David Dagostino, President Attn: Michael G. Moore, Esq.Email: dave.da ostino.t'dat*i.eo.com Email: mmoore'ii holmesfraser.com If to Purchaser: With a Coi e To: Causseaux, Hewett& Walpole, Inc. Withers Harvey, P.A. 11801 Research Drive 1120 NW 8th Avenue Alachua, Florida 32615 Gainesville, Florida 32601 Attn: Robert J. Walpole, President Attn: Richard I. Withers, Esq. Email: wal ole techw-inc.com Email: richard a.withersh ary ey.com c) Interpretation; Headings. For purposes of this Agreement, (i) the words include," "includes" and "including" shall be deemed to be followed by the words "without limitation";and (ii)the words"herein," "hereof,""hereby,""hereto"and "hereunder"refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Disclosure Schedules mean the Articles and Sections of, and Disclosure Schedules attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules referred to herein shall be construed with,and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The disclosures in the Disclosure Schedules must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. d) Severabilitt. If any provision of this Agreement shall be held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not, if possible, affect the validity or enforceability of any other provision of this Agreement,and this Agreement shall,if possible,be construed and enforced in all respects as if such invalid,illegal, or unenforceable provision were omitted. Asset Purchase Agreement—Dagostino Geospatial, Inc. Page 21 of 24 Page 2578 of 5243 lbk1 e) Entire Agreement. This Agreement,along with its exhibits and attachments and the other Transaction Documents, constitute the sole and entire understanding and agreementbetweenthepartieswithrespecttothesubjectmatterhereof, and supersede all other negotiations, understandings and representations(if any) made by and between the parties; all of said prior and contemporaneous negotiations, understandings and agreements are merged herein and supersededhereby. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the exhibits, and the Disclosure Schedules (otherthananexceptionexpresslysetforthassuchintheDisclosureSchedules), the statements in thebodyofthisAgreementwillcontrol. f) Successors and Assigns. This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto,their respective successors and permitted assigns,but this Agreement shall not be assignable by either party hereto without the express written consent of the other party hereto, and any attempted assignment without consent shall be void, except that Purchaser,without Seller's express written consent,mayi) assign any or all of its rights and obligations under this Agreement to any buyer of all or substantially all of the assets of Purchaser or its Affiliates, (ii) assign any or all of its rights under this Agreement to any lender to Purchaser or any of its Affiliates as secuxity for indebtedness to any such lender,and(iii)assign its rights pursuant to this Agreement to one or more of its Affiliates and/or designate one or more of its Affiliates to perform its obligations hereunder. For avoidance of doubt, the restrictive covenants set forth in Section 17 of this Agreement may be assigned byPurchaserinconjunctionwithanypermittedassignmentpursuanttothisSection19(f). g) No Third-Part,, Beneficiaries. Except as provided in Section 16(c), Section 16(e)and Section 18,this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right,benefit, or remedy of any nature whatsoever under or by reason of this Agreement. h) Amendment and Modification; Wavier. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless expressly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.No failure to exercise,or delay in exercising,any right,remedy,power,or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,remedy,power or privilege. i) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). j) Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties exclusively in the appropriate state or federal court located in or serving the State of Florida, Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 22 of 24 Page 2579 of 5243 16E1 County of Alachua, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts)in any such action or proceeding and waives any objection to venue laid there. Process in any action or proceeding referred to in the preceding sentence may be servedonanypartyanywhereintheworld. k) Waiver of Jur, Trial. EACH PARTY ACKNOWLEDGES AND AGREESTHATANYCONTROVERSYWHICHMAYARISEUNDERTHISAGREEMENTOR.THE OTHERTRANSACTIONDOCUMENTSISLIKELYTOINVOLVECOMPLICATEDANDDIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTIONDOCUMENTSORTHETRANSACTIONSCONTEMPLATEDHEREBYORTHEREBY. EACHPARTYTOTHISAGREEMENTCERTIFIESANDACKNOWLEDGESTHAT (A) NOREPRESENTATIVEOFANYOTHERPARTYHASREPRESENTED, EXPRESSLY OROTHERWISE,THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THEIMPLICATIONSOFTHISWAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND(D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,AMONG OTHER THINGS,THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION I9(k). I) Attorneys' Fees. In the event of any action or proceeding to enforce or interpret any provision of this Agreement, the party(ies) prevailing in such action or proceedingshallbeentitledtocollectfromthenon-prevailing party(ies) reasonable attorneys' fees,paralegalfees, law clerk fees and other reasonable costs and expenses incurred in connection therewith, whether incurred at or before trial, and whether incurred at the trail level or in any appellate, bankruptcy or other legal proceedings, in addition to any other relief to which such party shouldbeentitled. m) Counte, Tarts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. A facsimile,electronic or other reproduction of this Agreement maybeexecutedbytheparties (in counterparts or otherwise). Signatures received through facsimile, electronic or other transmission shall bind the party whose signature is so received as if such signature were an original. At the request of any party, the parties hereto agree to execute an original of this Agreement in addition to any executed facsimile, electronic or other reproduction. n) Acknowledgment. Seller and Owner understand and agree that such Persons executed this Agreement voluntarily, without any duress or undue influence on the part or behalfofPurchaseroranythirdparty. Each of Seller and Owner acknowledge that: (a) such Person has read this Agreement; (b) such Person has not relied upon any representations or statements made by Purchaser that are not specifically set forth in this Agreement or relied upon Purchaser or its representatives or counsel to provide advice or counsel to such Person, including, withoutlimitation, any tax or legal advice or counsel; (c) such Person has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice; (d) such Person understands the terms and consequences of this Agreement; and (e) such Person is fully aware of the legal and binding effect of this Agreement. The remainder of this page is intentionally left blank;Signature page follows] Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 23 of 24 Page 2580 of 5243 16E1 IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement effective as of the day and year first above written. SELLER" DAGOSTINO GEOSPATIAL, INC., a Florida corporation BJ• David Dagostino,President OWNER" David Dagostino PURCHASER" CAUSSEAUX, HEWETT& WALPOLE, INC., a Florida corppr tion By: ._ Robyrt J. Walpole, President c Asset Purchase Agreement—Dagostino Geospatial,Inc. Page 24 of 24 Page 2581 of 5243 16E1 GENERAL ASSIGNMENT AND BILL OF SALE THIS GENERAL ASSIGNMENT AND BILL OF SALE, (this"Bill of Sale") is made and enteredintoasofJanuary1,2023,by DAGOSTINO GEOSPATIAL,INC.,a Florida corporation("Seller"),in favorofCAUSSEAUX,HEWETT& WALPOLE,INC a Florida corporation("Purchaser"). PRELIMINARY STATEMENTS A. Seller is in the business of providing land surveying, hydrographic and coastal surveying,and geospatial data services, including directly and indirectly performing services relating theretocollectively,the"Business"). B. Purchaser, Seller and Owner have entered into that certain Agreement for Purchase and SaleofAssetsofDagostinoGeospatial, Inc., dated as of even date herewith (the "Purchase Agreement"), pursuant to which Seller has agreed to sell,transfer,convey,assign,and deliver to Purchaser all of its right,title and interest in, to and under certain assets relating to the operation of the Business in accordance withthetermsandprovisionsofthePurchaseAgreement. C. Purchaser and Seller now desire to carry out the intent and purpose of the PurchaseAgreementbySeller's execution and delivery of this Bill of Sale evidencing the sale,transfer, conveyance,assignment and delivery to Purchaser of all of the Purchased Assets. D. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed totheminthePurchaseAgreement. STATEMENT OF AGREEMENT NOW,THEREFORE,for and in consideration of the foregoing,the mutual promises and covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are herebyacknowledged,the parties hereto agree as follows: 1.Assignment. On the tetras and subject to the conditions and exceptions contained in the Purchase Agreement, Seller hereby irrevocably sells, assigns, transfers, conveys and delivers to Purchaser all of Seller's right,title and interest in,to and under the Purchased Assets,free and clear of all Encumbrances. 2.Further Assurances. Seller hereby constitutes and appoints Purchaser the true and lawful attorneyinfactofSellerwithfullpowerofsubstitution,in the name of Seller or Purchaser,but on behalf of and for the sole benefit of Purchaser and at the expense of Purchaser. (i) to demand and receive from time to time any and all of the Purchased Assets and to make endorsements,grant licenses and give receipts and releases for and in respect of the same and any part thereof; (ii)to institute, prosecute,compromise and settle anyandallactionsorproceedingsthatPurchasermaydeemproperinordertocollect, assert or enforce anyclaim, right or title of any kind arising out of or with respect to the Purchased Assets; (iii) to defend or compromise any or all actions or proceedings in respect of any of the Purchased Assets; and (iv)to do all such acts and things in relation to the matters set forth in the preceding clauses(i)through(iii)as Purchaser, in its sole discretion, shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by Sellerinanymannerorforanyreason. Page 1 of 3 Page 2582 of 5243 16Ei 3.No Modification ofAgreement. Seller, by its execution of this Bill of Sale, and Purchaser, by itsacceptanceofthisBillofSale,hereby acknowledge and agree that neither the representations and warranties, nor the rights,remedies or obligations of either party,under the Purchase Agreement shall be deemed to beenlarged,modified or altered in any way by this instrument. 4.Miscellaneous. a) Conflict. In the event that any provision of this Bill of Sale be construed to conflict with a provision in the Purchase Agreement,the provision in the Purchase Agreement shall control. b) No.Third Part\. Beneficiaries. This Bill of Sale is for the sole benefit of the parties heretoandtheirpermittedsuccessorsandassignsandnothinghereinexpressedorimpliedshallgiveorbeconstrued to give to any Person, other than the parties hereto and such successors and assigns, any legal or equitable rights,remedy or claim hereunder. c) Successors and Assiins. This Bill of Sale and the agreements, undertakings and representations herein contained shall inure to the benefit of and bind the parties and their respective successors and assigns; provided that this provision shall not be construed to permit any assignmentprohibitedbythePurchaseAgreement, d) Governing Law. All matters relating to the interpretation, construction, validity and enforcement of this Bill of Sale shall be governed by and construed in accordance with the domestic Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule(whether of the State of Florida or any other jurisdiction)that would cause the application of Laws of any jurisdiction otherthantheStateofFlorida. e) Counterparts- Electronic Delivery, This Bill of Sale may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. This Bill of Sale and any signed agreement or instrument entered into in connection with this Bill of Sale, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine, electronic mail or other electronic means readily available to each of the parties hereto(any such delivery,an"Electronic Delivery"),shall be treated in all manner and respects as an original agreement or instrument 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 any party hereto or to any such other agreement or instrument,each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such other agreement or instrument 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 such party forever waives any such defense, except to the extent such defense related to lack of authenticity. The remainder of this page is intentionally left blank;Signature page follows) Page 2 of 3 Page 2583 of 5243 16E1 IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the date first abovewritten. SELLER: DAGOSTINO GEOSPATIAL, 1NC., a Florida corporation By Name: David Dagostino Title: President Accepted and agreed: PURCHASER: CAUSSEAUX,HEWI1;r i' & WALPOLE,INC., a Florida corporation 0 By: ", Name: Aim J. Walpole Title: President Page 3 of 3 Page 2584 of 5243 16E ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT, (this "Assumption Agreement") is made and entered intoasofJanuary1,2023,by and between CAUSSEAUX,HEWETT&WALPOLE,INC.,a Florida corporationPurchaser"),and DAGOSTINO GEOSPATIAL, INC., a Florida corporation("Seller"). PRELIMINARY STATEMENTS A.Seller is in the business of providing land surveying,hydrographic and coastal surveying,and geospatial data services, including directly and indirectly performing services relating theretocollectively,the`Business"). B.Purchaser, Seller and Owner have entered into that certain Agreement for Purchase andSaleofAssetsofDagostinoGeospatial, Inc.,dated as of even date herewith (the "Purchase Agreement"), pursuant to which Seller has agreed, among other things,to sell,transfer, assign and deliver to Purchaser allofitsright,title and interest in,to and under certain assets related to their Business,and Purchaser has agreed to accept such transfer, assignment and delivery and assume certain liabilities in connection therewith. C.The execution and delivery of this Assumption Agreement by Purchaser is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement. D.Capitalized terms used but not otherwise defined herein shall have the meaning ascribedtotheminthePurchaseAgreement. STATEMENT OF AGREEMENT NOW,THEREFORE, for and in consideration of the foregoing,the mutual promises and covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are herebyacknowledged,the parties hereto agree as follows: 1, Assum,•tion.of Liabilities. Upon the terms and subject to the conditions set forth in the Purchase Agreement and this Assumption Agreement, at the Closing, Purchaser shall assume and agree to pay,perform and discharge all of the Assumed Liabilities. Purchaser shall not assume or have any liability orobligationwhatsoeverfortheExcludedLiabilities. 2. Limitation of Agreement. Nothing contained in this Assumption Agreement shall be construed: a)as intending to enlarge or extend in any manner or to any extent(i)the statute of limitations applicable to any of the Assumed Liabilities or(ii) the rights which any owner,holder or obligee of any oftheAssumedLiabilitieshadormayhavewithrespecttheretoagainstSellerorPurchaser;or b) as intending to enlarge, modify or alter in any way the representations, warranties,rights, remedies or obligations of either party under the Purchase Agreement. Page 1 of 3 Page 2585 of 5243 16E 3. Miscellaneous. a)Conflict, In the event that any provision of this Assumption Agreement be construed to conflict with a provision in the Purchase Agreement, the provision in the Purchase Agreement shall be controlling. b)No Third Party Beneficiaries. This Assumption Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall giveorbeconstruedtogivetoanyPerson, other than the parties hereto and such successors and assigns, anylegalorequitablerights,remedy or claim hereunder. c)Successors and Assi: us. This Assumption Agreement and the agreements, undertakings and representations herein contained shall inure to the benefit of and bind the parties and their respective successors and assigns; provided that this provision shall not be construed to permit any assignmentprohibitedbythePurchaseAgreement. d)Governing Law. All matters relating to the interpretation, construction, validity and enforcement of this Assumption Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of anyjurisdictionotherthantheStateofFlorida. e)Counterparts• Electronic Delive: r. This Assumption Agreement may be executed in multiple counterparts,any one of which need not contain the signatures of more than one party,but all such counterparts taken together shall constitute one and the same instrument. This Assumption Agreement and any signed agreement or instrument entered into in connection with this Assumption Agreement, and anyamendmentsheretoorthereto, to the extent delivered by means of a facsimile machine, electronic mail or other electronic means readily available to each of the parties hereto (any such delivery, an "ElectronicDelivery"), shall be treated in all manner and respects as an original agreement or instrument 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 any party hereto or to any such other agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such other agreement or instrument 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 such party forever waives any such defense,except to the extent such defense related to lack of authenticity, The remainder of this page is intentionally left blank;Signature page follows] Page 2 of 3 Page 2586 of 5243 1 6E1 IN WITNESS WHEREOF, the parties have executed this Assumption Agreement as of the date firstabovewritten. SELLER: DAGOSTINO GEOSPATIAL, INC., a Florida corporation C7BY' Name: David Dagostino Title: President PURCHASER: CAUSSEAUX,HEWS 1).& WALPOLE, INC., a Florida corporation BY Name: Robert J. Walpole Title: President Page 3 of 3 Page 2587 of 5243 f6k1 CONSENT ACTION OF SHAREHOLDER AND DIRECTOR OF DAGOSTINO GEOSPATIAL. INC. The undersigned, being all the Directors and Shareholders of DAGOSTINO GEOSPATIAL, INC., a Florida corporation(the"Company")hereby certify and consent as follows: 1) We are the sole shareholders and directors of the Company, familiar with the facts herein certified,and we are duly authorized to certify the same. 2) The following is a true and correct copy of the resolutions adopted by all shareholders and directors of the Company, and said resolutions have not been rescinded,modified or amended and remain in full force and effect on the date hereof: RESOLVED: That the Company hereby approves the sale of all the assets of the Company to CAUSSEAUX, HEWETT & WALPOLE, INC., a Florida corporation ("Purchaser") pursuant to the terms of the Agreement for Purchase and Sale of Assets of Dagostino Geospatial, Inc. by and between Company (as Seller) and Purchaser dated the 30th day of December, 2022, a copy of which is attached hereto and incorporated herein by reference(the"Agreement"). And it was further, RESOLVED: That David Dagostino, as President and on behalf of the Company, is authorized to execute and deliver any and all documents on behalf of DAGOSTINO GEOSPATIAL,INC. deemed necessary to carry out the purposes and intent of the foregoing Resolution, including, but not limited to, assignments, resolutions, consents, guaranties, amendments, promissory notes, mortgages, deeds of trust, Bills of Sale, assignments, loan agreements; security agreements, closing statements and all supporting affidavits, agreements, instruments and federal tax disclosure documents; and any and all other amendments, addendums, modifications or other documents which may be necessary or appropriate to consummate the transactions contemplated hereby; And it was further, RESOLVED: That Purchaser and its legal counsel, Withers Harvey may rely upon a copy of this Consent and the Resolutions herein, as certified by the Secretary of the Company, as evidence of the authority of David Dagostino to act on the foregoing, and that said certified copy of this Consent and these Resolutions shall be conclusive evidence that these Resolutions stand unimpaired and unrevoked. Consent Action DAGOSTINO GEOSPATIAL,INC. Page1of2 Page 2588 of 5243 16E1 4) And the undersigned do further certify that all required consents and approvals for the following Resolutions have been obtained from the shareholder(s) and director(s) of the Company,and that no further Company action is necessary under the Articles of Incorporation,Bylaws,or any other agreement that would prevent or invalidate the foregoing Resolutions. IN WITNESS WHEREOF, the Director and each of the shareholders has hereunto affixed their respective signatures as of the: n'day of December,2022, David Dagostinoso re Director JOINED IN BY: Dated: David Dagostina,individually(as a shareholder) Consent Action DAGOSTINO GEOSPATIAI,INC. Page 2 of 2 Page 2589 of 5243 1 6 E 1 CONSENT TO ACTION TAKEN IN LIEU OF THE ANNUAL MEETING OF SHAREHOLDERS OF CAUSSEAUX, HEWETT & WALPOLE, INC. DBA CHW The undersigned, being all of the Stockholders and Directors of CAUSSEAUX, HEWETT& WALPOLE, INC. ("CHW"), hereby unanimously consent to the action taken as set forth in the following resolution: RESOLVED,that the following persons hereby are, upon execution hereof, elected as officers and directors of the Corporation to serve for a period beginning at 12:01 AM on January 1, 2023, and ending on December 31, 2023, or in the case of each until his successor is subsequently elected and qualified in accordance with all governing documents of the Corporation: Robert J. Walpole Director CEO, President& Secretary Kevin. W. Hewett Director CSO E.J. Bolduc, III Director Sr. Vice President Gerard R Dedenbach Director Sr. Vice President John Howard Director Vice President& Treasurer Daniel Young Director Vice President Aaron Hickman Director Vice President David Dagostino Director Vice President Laurie Hall Director Sr. Director Tony Caggiano Director Sr. Director RESOLVED that Laurie Hall, RLA has been elected as a shareholder of CHW unanimously by all shareholders below effective at 12:01 AM January 1, 2023 and that the CHW CEO/President may enter a Stock Sale, accept a Promissory Note and Escrow agreement with Laurie Hall and Robert J. Walpole is authorized to sign all necessary paperwork including issuance of CHW Stock Certificate No. 25 in the amount of 5 shares having a value as of this date of 215,625.00. RESOLVED that Tony Caggiano, PE has been elected as a shareholder of CHW unanimously by all shareholders below effective 12:01 AM January 1, 2023 and that the CHW CEO/President may enter a Stock Sale, accept a Promissory Note and Escrow agreement with Tony Caggiano and Robert J. Walpole is authorized to sign all necessary paperwork including issuance of CHW Stock Certificate No. 26 in the amount of 5 shares having a value as of this date of 215,625.00, RESOLVED that CHW shareholders have unanimously approved the ASSET purchase of DAGOSTINO GEOSPATIAL, INC., a Florida corporation, effective 12:01 AM January 1, 2023 and have elected David Dagostino as a shareholder of CHW effective 12:01 AM January 1, 2023 and that the CHW CEO/President may enter an Asset Purchase including a Stock Exchange for the Asset purchase and Robert J. Walpole is authorized to sign all necessary paperwork including issuance of CHW Stock Certificate No. 27 in the amount of 15 shares having a value of$646,875.00 as of this date to effect the purchase. Page 2590 of 5243 1 6E 1 The signing of this consent by the undersigned Stockholders,which represent more than 70%of the outstanding shares constitutes full ratification of the action taken as set forth in the foregoingresolution, December 31, 2022 Robert W ipole, Trustee of the Robert Justin Walpole Revocable Trust dated September 29,2021 December 31, 2022 Kevin W. Hewed December 31, 2022 Glerar•I h. t e. ~.bac• December 31, 2022 E.J. Bolds ., HI December 31, 2022 Daniel ' ciAg December 31, 2022 Aaron (l ickman Page 2591 of 5243 Execution Copy 237886183.17 227114-10057 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CAUSSEAUX, HEWETT, & WALPOLE, LLC, as the Company, , and NV5 GLOBAL, INC., as Buyer January 19, 2024 Page 2592 of 5243 Page 2593 of 5243 Page 2594 of 5243 Page 2595 of 5243 Page 2596 of 5243 237886183.17 227114-10057 2 WHEREAS, the Stockholders are the record and beneficial owner of all of the Seller Shares; WHEREAS, after the Reorganization Seller will own 100% of the membership interests of the Company (the “Interests”); WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of the Interests for the consideration and on the other terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual premises, covenants, representations, warranties and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings assigned to them in this Section 1.1: “Accounting Arbitrator” means a nationally known independent accounting firm (which firm shall not be the then regular auditors of Buyer, the Company or their respective Affiliates) selected by Buyer and the Seller to resolve any disputes under Section 3.2. “Accounts Receivable” means all accounts receivable billed and unpaid, including prepaid deposits, for services provided by the Company prior to the Closing, as well as the unbilled amount of all Work-in-Progress, net of reserves for uncollectible accounts receivable, as determined in the calculation of Closing Working Capital. “Acquired Employees” means those individuals who are employed by the Company immediately prior to the Closing Date. “Affiliate” means, with respect to any Person, any other Person, which directly or indirectly controls, is controlled by or is under common control with such Person. “Articles of Organization” means the articles of organization of the Company. “Breach” means any misstatement or inaccuracy in, or any failure to perform or comply with, any representation, warranty, covenant, obligation or other provision of this Agreement. Page 2597 of 5243 237886183.17 227114-10057 3 “Business Day” means a day other than Saturday, Sunday or any date on which banks located in the State of Florida are authorized or obligated to close by applicable Legal Requirements. “Closing Working Capital” means the amount of Net Working Capital as of 11:59 p.m. on the Closing Date. “Code” means the Internal Revenue Code of 1986, as amended. “Consent” means any approval, consent, ratification, waiver or other authorization or release, including any Seller approval, Stockholders approval, board of directors approval, third Person consent and any Governmental Authorization. “Contemplated Transactions” means the transactions contemplated by any one or more of the Transaction Documents. “Contracts” means all contracts, agreements (including construction bonds), leases (including leases of real property), licenses, re-seller agreements, commitments, sales and purchase orders, and other undertakings of any kind, whether written or oral, that are currently outstanding or have ongoing rights or obligations pertaining to them. “Damages” means, collectively, all claims, liabilities, obligations, losses, damages, deficiencies, assessments, judgments, costs, expenses (including reasonable attorneys’ fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, or other Proceeding or demand) whenever arising or incurred (including amounts paid in settlement, consequential damages and lost profits), with respect to which an Indemnified Party is entitled to receive indemnification pursuant to the provisions of ARTICLE X; provided, however, that (a) in no event shall Damages include exemplary or punitive damages except, in each case, to the extent awarded in a Third Party Claim, (b) in the event that the loss, claim or other liability that gave rise to the right to receive indemnification is covered by insurance maintained by or for the benefit of the Indemnified Party, the amount of any Damages that such Indemnified Party would otherwise be entitled to receive will be reduced by the amount of the insurance proceeds actually paid to or received by the Indemnified Party (net of any (i) deductible amounts, (ii) documented out-of-pocket expenses relating to the recovery of such insurance proceeds, and (iii) increase in premiums resulting therefrom), and (c) the amount of Damages that such Indemnified Party would otherwise be entitled to receive will be reduced by any indemnification, contribution or other similar payment actually recovered by such Indemnified Party or any Affiliate thereof from any third Person with respect thereto. “Deferral Act” means the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time, and including any regulations promulgated thereunder or other guidance issued by the IRS and any other applicable Taxing Authority (including IRS Notice 2020- 65, 2020-38 I.R.B. 567 (08/31/2020) as modified by IRS Notice 2021-11, 2021-6 I.R.B. (01/19/2021) and any successor notices, pronouncements)) and any corresponding wages (or any other comparable provisions of state or local Tax Legal Requirements). “Deferred Tax Liability” means any Tax obligations incurred by or attributable to the Company prior to the Closing of and in conjunction with the Contemplated Transactions, including Page 2598 of 5243 237886183.17 227114-10057 4 any Taxes arising from the Company’s conversion from the cash method of accounting to the accrual method of accounting for U.S. federal income Tax purposes in connection with Buyer’s purchase of the Interests. “Disclosure Schedules” means the schedules delivered by the Company or the Seller pursuant to ARTICLE IV or ARTICLE V. Unless otherwise specified, each reference in this Agreement to any numbered Schedule of the Disclosure Schedule is a reference to the corresponding numbered Schedule of the Disclosure Schedule. Each numbered Schedule of the Disclosure Schedule shall be deemed to qualify the corresponding Section of this Agreement and any other Schedule of the Disclosure Schedule that is specifically cross-referenced to such disclosure. Nothing in the Disclosure Schedule is intended to broaden the scope of any representation, warranty or covenant of the Company or the Seller contained in this Agreement. “Employee Benefit Plan” means a Plan that the Company or any ERISA Affiliate sponsors, maintains, has any obligation to contribute to, has or may have liability under or is otherwise a party to, or that otherwise provides benefits for employees, former employees, independent contractors or former independent contractors (or their dependents and beneficiaries) of the Company or any ERISA Affiliate, on or prior to the Closing Date and, in the case of a Plan that is subject to Part 3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA, at any time during the five (5)-year period preceding the Closing. “Environmental Laws” means all federal, state, local, municipal, or foreign statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances or judicial or administrative interpretations thereof, or similar laws of foreign jurisdictions, which govern or relate to pollution, protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous waste or occupational health and safety, as any of these terms are or may be defined in such statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances, or judicial or administrative interpretations thereof, including: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and subsequent Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Clean Water Act 33 U.S.C. § 1311, et seq.; the Clean Air Act (42 U.S.C. §§ 7401-7642); the Toxic Substances Control Act 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. § 136-136y; the Emergency Planning and Community Right-to-Know Act of 1986 42 U.S.C. § 11001, et seq. (Title III of SARA); and the Occupational Safety and Health Act of 1970 29 U.S.C. § 651, et seq. “Environmental Liabilities” means any liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law. Page 2599 of 5243 237886183.17 227114-10057 5 “Equity Interests” means shares of capital stock, membership or partnership interests or any other equity interests in any Person, including (a) any securities convertible into or exchangeable for any of the foregoing, (b) any options, warrants or other rights to purchase or subscribe for any of the foregoing or to purchase or subscribe for any securities convertible into or exchangeable for any of the foregoing, or (c) any other security or instrument, including any stock appreciation rights or phantom stock rights, whose value is derived from any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974. “ERISA Affiliate” means (a) any corporation included with the Company in a controlled group of corporations within the meaning of Section 414(b) of the Code, (b) any trade or business (whether or not incorporated) which is under common control of the Company within the meaning of Section 414(c) of the Code, (c) any member of any affiliated service group of which the Company is a member within the meaning of Section 414(m) of the Code or (d) any other person or entity treated as an affiliate of the Company under Section 414(o) of the Code. “GAAP” means, at any particular time, generally accepted accounting principles as in effect in the United States at such time; provided, however, that, if it is or was permissible to use more than one principle at such time in respect of a particular accounting matter and such reference to GAAP is prior to Closing, GAAP shall refer to the principle which is or was then employed by the Seller. “Government Bid” means any quotation, bid or proposal that, if accepted or awarded, would lead to a Government Contract. “Government Contract” means, with respect to any Person, any prime contract, subcontract, facility contract, teaming agreement or arrangement, strategic alliance agreement, joint venture agreement, basic ordering agreement, pricing agreement, letter contract, purchase order, delivery order, task order or other contractual arrangement of any kind, as modified by binding modification or change order, in each case between such Person and (a) any Governmental Body, (b) any prime contractor of a Governmental Body or (c) any subcontractor with respect to any contract of a type described in foregoing clause (a) or (b). “Governmental Authorization” means any consent, license or permit issued, granted or given by or under the authority of any Governmental Body or pursuant to any Legal Requirement. “Governmental Body” means any federal, state, local, municipal, foreign or other governmental or quasi-governmental entity, agency, instrumentality, or authority of any nature. “Hazardous Materials” means any quantity of asbestos in any form, urea formaldehyde, PCBs, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products, any radioactive substance, any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound and any other substance, material or waste, that is defined in, or regulated by, or which may form the basis for liability under, any Environmental Law, whether solid, liquid or gas. “Indebtedness” means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or other Page 2600 of 5243 237886183.17 227114-10057 6 similar instrument); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business; (c) indebtedness of others secured by a Lien on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) as of the Closing Date, the Company’s obligations and liability with respect to all accrued and unused vacation days and paid time off of all Company employees, including the applicable portion of employer payroll Taxes; and (f) indebtedness of others guaranteed by such Person. “Intellectual Property” means all patents, copyrights, mask-work registrations, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, data bases, moral rights, domain names, manufacturing methods and data, specifications, drawings, algorithms, prototypes, designs, design rights, design tools, white papers, research and development data and computer software programs (except off-the-shelf software having a per-copy value of less than $100); all trademarks, trade names, service marks and service names; all registrations, applications, recordings, licenses and common-law rights relating thereto, all rights to sue at law or in equity for any infringement or other impairment thereto, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; and all other United States, state and foreign intellectual property, in all of the foregoing cases whether registered or unregistered. “IRS” means the Internal Revenue Service. “Key Employees” shall mean the Stockholders and employees of the Company listed on Schedule 2.3(a)(iv). “Knowledge” in reference to the Company means the actual knowledge of the Stockholders, in each case after due inquiry with respect to the matters at hand. “Legal Requirement” means any federal, state, municipal, local or foreign statute, law, ordinance, rule, regulation law, judgment, order, writ, decree, injunction, administrative interpretation or other requirement of any Governmental Body. “Liens” means all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any kind or nature whatsoever. “Material Adverse Effect” means any change, event, circumstance, occurrence or effect that, individually or in the aggregate with any other change, event, circumstance, occurrence or effect has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, properties, business, operations, financial condition or results of operations of the Company, taken as a whole, but excluding (a) any actual adverse effect arising out of or resulting from the public announcement of the Contemplated Transactions and (b) effects resulting from general economic, regulatory or capital market conditions, but only to the extent such conditions do not disproportionately adversely affect the Company or the industry in which the Company operates. Page 2601 of 5243 237886183.17 227114-10057 7 “Net Revenue” means gross revenues less sub-consultant costs and direct costs. Direct costs for this purpose are costs that are billed to clients at cost with no markup. Gross revenue does not include revenue attributable to matters referred by the Company to Buyer or any of its Affiliates. “Net Working Capital” means, without regard to the effects of the Contemplated Transactions, the Company’s (a) current assets as of the close of the Closing Date and assets related to Taxes (including deferred Tax assets), in each case as determined in accordance with GAAP, minus (b) current liabilities, as determined in accordance with GAAP and liabilities related to Taxes (including deferred Tax liabilities and the Deferred Tax Liability), and shall include all the Company’s obligations as set forth on Schedule 4.27). “Payoff Letters” means the payoff letters from the creditors or other holders of Indebtedness of the Company being paid on the Closing Date. “Permitted Liens” means (a) mechanics’, warehousemen’s, materialmen’s, contractors’ and workmen’s liens, and other similar Liens arising in the ordinary course for obligations that are not delinquent, (b) liens for current Taxes and other statutory liens and trusts not yet due and payable or that are being contested in good faith provided there are adequate reserves maintained therefor and (c) liens, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business. “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity or Governmental Body. “Plan” means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, understanding, agreement, practice, policy or arrangement of any kind, whether written or oral, and whether or not subject to ERISA, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA. “Proceeding” means any action, inquiry, proceeding, arbitration, audit, hearing, investigation, examination, administrative or judicial appeal, litigation, suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator. “Release” means any emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal or release of Hazardous Materials from any source into or upon the environment. Page 2602 of 5243 237886183.17 227114-10057 8 “Representatives” means, with respect to any Person, each of its directors, officers, managers, employees, consultants, partners, members, advisors, attorneys, accountants, brokers, distributors, resellers or other agents. “SEC” means the U.S. Securities and Exchange Commission. “Subsidiary” means, with respect to any Person, any other Person of which the specified Person, either directly or indirectly, own more than fifty percent (50%) of the voting power in the election of directors or their equivalents. “Target Working Capital” means $3,600,000. “Tax” means any and all (a) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever in the nature of taxes imposed by any U.S. federal, state, local or foreign or other Taxing Authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, quit tam suits brought by any Person which is related or attributable to taxes, and any liability under unclaimed property, escheat, or similar Laws), (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with (i) any item described in clause (a) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (c) liability in respect of any items described in clause (a) and/or (b) payable by reason of contract (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, bulk sales or similar liability, operation of law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign Law)) or otherwise. “Tax Return” means any return, report, claim for refund or credit, statement, declaration, estimate, informational return (including all IRS Forms 1099), form or other document (including any related or supporting information) filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, reporting or payment of any Tax, including, where permitted or required, combined or consolidated returns for any group of entities that includes the Company. “Tax Sharing Agreement” shall mean any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement, Tax abatement, Tax holiday, Tax exemption agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document). “Taxing Authority” shall mean, with respect to any Tax or Tax Return, the Governmental Body that imposes such Tax or requires a person to file such Tax Return and the agency (if any) Page 2603 of 5243 237886183.17 227114-10057 9 charged with the collection of such Tax or the administration of such Tax Return, in each case, for such Governmental Body. “Threatened” means, with respect to any Person, a Proceeding, claim, dispute or other matter that has been noticed to such Person in writing and received by such Person. “Transaction Documents” means this Agreement, the Reorganization Documents, the Employment Agreements, the Lock-Up Agreements, the Confidentiality Agreement, and any other agreements, certificates, instruments or documents entered into or delivered by any Party in connection with this Agreement or the Contemplated Transactions, any exhibits, attachments or schedules to any of the foregoing and any other written agreement that is expressly identified as a Transaction Document, as any of the foregoing is amended, supplemented or otherwise modified from time to time. “Transaction Expenses” means all fees and expenses of the Company and its Affiliates in connection with this Agreement and the Contemplated Transactions, including (a) all fees, costs and expenses of attorneys, accountants, brokers, investment bankers, financial advisors and other advisors and (b) all amounts payable by any of the Company, Seller or their Affiliates or the Stockholders to any current or former director, officer, employee or consultant of the Company arising at or prior to 11:59 p.m. on the Closing Date from or as a result of the consummation of the Contemplated Transactions (including any severance or bonus plan payments, any payment of deferred compensation, any transaction bonus or change in control payment or any similar payment). “Transfer Taxes” means all transfer, sales, transfer, use, recording, ad valorem, privilege, documentary, real property transfer, registration, conveyance, excise, license, gains, stamps, duties or similar Taxes (including any penalties, interest and additions to Tax) incurred in connection with this Agreement and the transactions contemplated hereby. “Treasury Regulations” shall mean the Treasury regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time. Any reference herein to a particular provision of the Treasury Regulations means, where appropriate, the corresponding successor provision. “Work-in-Progress” means services provided by the Company prior to the Closing Date for which payment invoices have not been remitted to the applicable customer as of the Closing Date. 1.2 General Provisions. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise: (a) All accounting terms used in this Agreement shall have the meanings or interpretation given to them in accordance with GAAP, as the context may require; (b) The singular shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders and all references to any Party defined herein shall be deemed to refer to each and every Person defined herein as such Party individually, and Page 2604 of 5243 237886183.17 227114-10057 10 to all of them, collectively, jointly and severally, as though each were named wherever the applicable defined term is used; (c) All references to “this Agreement” shall include the Exhibits and Schedules to this Agreement as well as the body of this Agreement and all references to any “Schedule” or “Schedules” shall be deemed references to the Disclosure Schedules; (d) All references to time shall mean Eastern Standard Time or Eastern Daylight Saving Time, as then in effect; (e) All references to any Legal Requirement or any sections, subsections, paragraphs or other provisions of any Legal Requirement shall be deemed to include successor, amended, renumbered and replacement provisions thereof and any rules or regulations promulgated thereunder; (f) References herein to Articles, Sections, Schedules and Exhibits shall be deemed references to Articles and Sections of, and Schedules and Exhibits to, this Agreement; (g) If any action is to be taken or notice is to be given by any Party pursuant to this Agreement on a day that is not a Business Day, such action shall be considered timely if it is taken or notice given on the next Business Day following such day; if any action is required to be taken or notice is required to be given within a specified number of days following a date or event, the day of such date or event is not counted in determining the last day for such action or notice; any reference in this Agreement to a “day” (without explicit qualification as a Business Day) means a calendar day; (h) The terms “include,” “includes” and “including” when used herein shall be deemed to be followed by the phrase “without limitation” and “or” means “and/or”; and (i) Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof. ARTICLE II SALE AND PURCHASE OF INTERESTS; CLOSING 2.1 Sale and Purchase of Interests. At the Closing, on the terms and subject to the conditions of this Agreement, Seller will sell, transfer and deliver or cause to be delivered to Buyer, free and clear of any Liens, all of the Interests held by Seller, and Buyer will purchase all of such Interests. 2.2 Closing. The closing of the Contemplated Transactions (the “Closing”) will take place remotely via an exchange of documents and signatures on the date hereof, or at such other time and place as Seller and the Buyer may mutually agree upon in writing (the “Closing Date”), at which time the documents and instruments referred to in this Agreement will be delivered by the Parties. For purposes of Section 3.3, the sale of the Interests contemplated by this Agreement shall be deemed to take place and to be effective at 11:59 p.m. on the Closing Date. The provisions Page 2605 of 5243 237886183.17 227114-10057 11 of this Agreement including the determination of Net Working Capital shall be applied and interpreted consistently with the prior sentence. 2.3 Closing Deliveries. (a) Company and Seller Deliveries. Prior to or at the Closing, the Company, Stockholders and the Seller will deliver, or cause to be delivered, to Buyer the following: (i) a duly executed membership interest power transferring the Interests to Buyer; (ii) with respect to Seller, a duly completed and executed IRS Form W- 9; (iii) all Consents and assignments necessary in connection with the Contemplated Transactions as set forth on Schedule 2.3(a)(iii); (iv) a closing certificate, dated as of the Closing Date, executed by an executive officer of the Seller and Seller as the sole member of the Company, certifying that (A) all closing deliveries specified in this Section 2.3(a) have been delivered and (B) the representations and warranties of Seller, the Company and Stockholders contained in ARTICLE IV and ARTICLE V are true and correct in all material r espects as of the Closing Date; (v) a certificate, dated as of the Closing Date, executed by an executive officer of Seller on behalf of Seller and Seller as the sole member of the Company, in the form attached as Exhibit B, certifying (A) the articles of organization of Seller and the Articles of Organization of the Company, (B) the Bylaws of Seller and the Limited Liability Company Agreement of the Company (“LLC Agreement”), (C) approval by the Board of Directors of Seller of this Agreement and the Contemplated Transactions and approval by Seller as the sole member of the Company of this Agreement and the Contemplated Transactions, (D) the good standing of each of the Seller and the Company and (E) the incumbency and genuineness of the signatures of each officer of the Seller executing the Transaction Documents on behalf of the Seller and on behalf of Seller as the sole member of the Company; (vi) executed copies of the new employment agreements from each of the Stockholders and not less than sixty-five percent of the Key Employees as set forth on Schedule 2.3(a)(vi), executed and delivered by the Company and such Stockholders and Key Employees and executed copies of a termination agreement terminating the current employment agreement of Kevin W. Hewett, in each case, in a form or form acceptable to Buyer; (vii) executed resignation of the manager of the Company; (viii) executed copies of the Payoff Letters in respect of the payment to the intended beneficiaries thereof of all Indebtedness of the Company Page 2606 of 5243 237886183.17 227114-10057 12 ; (x) an opinion of outside counsel to the Company opining as to the matters set forth on Exhibit C; (xi) an accredited investor representation letter from Seller and the Stockholders substantially in the form of Exhibit D; (xii) a statement, executed by Seller, setting forth the recipients of the Closing Payment to be made pursuant to Section 3.1(a) together with bank account information and instructions for such payments to be made by wire transfer at the Closing (the “Payment Memorandum”); (xiii) evidence reasonably satisfactory to Buyer of (A) the termination of the Company’s deferred compensation plan and any amendments thereto, as well as the continuing health benefits provided for therein, as well as (B) the satisfaction and payment of all outstanding amounts payable pursuant to the terms of such deferred compensation plan; (xiv) evidence of termination of any equity compensation plan of the Company and any documents referenced in Section 7.8; (xv) all registrations, filings and applications, requests and notices in order to obtain and/or maintain, as applicable, all Licenses and Permits required on its part to consummate the transaction contemplated by this Agreement and to permit Buyer to operate the Business without loss of any material rights or disruption to the Business; (xvi) evidence of completion of the Reorganization to the reasonable satisfaction of Buyer and duly executed copies of the Reorganization Documents; (xvii) a duly executed lease agreement acceptable to Buyer for the property located at 11801 Research Dr., Alachua, FL 32615; (xviii) all other certificates, instruments and documents reasonably necessary or appropriate to consummate the Contemplated Transactions; (xix) binder for the PL Policy; and (xx) evidence of assignment of the notes and termination and release of the escrow agreement, any related agreements and any security interests with respect to the Shares made from the Company to the Seller, in each case, to Buyer’s satisfaction as identified on Schedule 2.3(a)(xix). (b) Buyer Deliveries. Prior to or at the Closing, Buyer will deliver, or cause to be delivered, to Seller the following: Page 2607 of 5243 Page 2608 of 5243 Page 2609 of 5243 Page 2610 of 5243 Page 2611 of 5243 Page 2612 of 5243 Page 2613 of 5243 Page 2614 of 5243 Page 2615 of 5243 Page 2616 of 5243 Page 2617 of 5243 Page 2618 of 5243 Page 2619 of 5243 Page 2620 of 5243 Page 2621 of 5243 Page 2622 of 5243 Page 2623 of 5243 Page 2624 of 5243 Page 2625 of 5243 Page 2626 of 5243 Page 2627 of 5243 Page 2628 of 5243 Page 2629 of 5243 Page 2630 of 5243 Page 2631 of 5243 Page 2632 of 5243 Page 2633 of 5243 Page 2634 of 5243 Page 2635 of 5243 Page 2636 of 5243 Page 2637 of 5243 Page 2638 of 5243 Page 2639 of 5243 237886183.17 227114-10057 45 (ii) all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, computer hardware, software and computer software, database technologies, systems, structures and architectures; and (iii) all information concerning the business and affairs of the Company and the Business, including historical and current financial statements, financial projections and budgets, Tax Returns and accountants’ materials, historical, current, and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer and prospect lists and files, current and anticipated customer requirements, price lists, market studies, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented. (b) Seller and Stockholders, by their execution of this Agreement, hereby acknowledge the confidential and proprietary nature of the Confidential Information and agree that Seller and Stockholders shall, except to the extent required to fulfill their duties in the course of their employment by Company, from and after the Closing: (i) keep the Confidential Information confidential and deliver promptly to Buyer, or immediately destroy at Buyer’s option, all embodiments and copies of the Confidential Information that are in Seller’s or Stockholders’ possession, and if Buyer requests destruction of such information, certify in writing to Buyer that it has fully complied with such request in a form and containing such representations and warranties as Buyer may request; (ii) not use the Confidential Information for any reason or purpose; and (iii) without limiting the foregoing, not disclose the Confidential Information to any Person, except with Buyer’s prior written consent. (c) Section 7.5(b) does not apply to that part of the Confidential Information that becomes generally available to the public other than as a result of a Breach of this Section 7.5 by Seller or Stockholders. Confidential Information shall not be deemed “generally available to the public” merely because it is included or incorporated in more general information that is publicly available or because it combines features which individually may be publicly available. (d) If Seller or a Stockholder becomes compelled in any Proceeding to make any disclosure that is prohibited by this Section 7.5, Seller or such Stockholder shall, to the extent legally permissible, provide Buyer with prompt notice of such compulsion so that Buyer may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.5. In the absence of a protective order or other remedy, Seller or a Stockholder may disclose that portion (and only that portion) of the Confidential Information that, based upon the opinion of Seller’s or Stockholder’s counsel, Seller or such Stockholder is legally compelled to disclose; provided, however, that Seller and such Stockholder shall use their best efforts to obtain written assurance that any Person to whom any Confidential Information is so disclosed shall accord confidential treatment to such Confidential Information. (e) Nothing in this Section 7.5 will diminish the protections and benefits under applicable Legal Requirements to which any trade secret of the Company is entitled. If any Page 2640 of 5243 Page 2641 of 5243 Page 2642 of 5243 Page 2643 of 5243 Page 2644 of 5243 Page 2645 of 5243 Page 2646 of 5243 Page 2647 of 5243 Page 2648 of 5243 Page 2649 of 5243 Page 2650 of 5243 237886183.17 227114-10057 56 filings as required by applicable Legal Requirements. Except as required by applicable Legal Requirements or as contemplated by the foregoing sentence, Seller and the Stockholders shall not, and shall cause their respective Affiliates not to, issue any public report, statement, advertisement, press release or otherwise make any public statement with respect to this Agreement or the Contemplated Transactions without prior consultation with and approval of Buyer. Notwithstanding the foregoing, the Parties acknowledge and agree that its Representatives may disclosure their professional representation in connection with this Agreement and the Contemplated Transactions provided that any such Representative at no time discloses neither Confirmation Information of either Party nor any of the economic terms hereto. The Parties acknowledge and agree that each Party is responsible for compliance with the foregoing by each of its Representatives. ARTICLE XII GENERAL 12.1 Expenses. Except as otherwise expressly set forth elsewhere in this Agreement, each Party will bear its own legal and other fees and expenses incurred in connection with its negotiating, executing and performing this Agreement and the other Transaction Documents, including any related broker’s or finder’s fees. 12.2 Entire Agreement. With the exception of the provisions of the Confidentiality Agreement, this Agreement and the other Transaction Documents, together with all Exhibits and Schedules hereto and thereto, constitute the entire understanding among the Parties with respect to the subject matter contained herein and therein and supersede any prior understanding and agreement among them respecting such subject matter, whether in verbal or written form. 12.3 Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 12.4 Notices. All notices or other communications required hereunder shall be in writing and shall be deemed to have been given: (a) upon receipt, if delivered in person; (b) three (3) days after the date of mailing, if mailed by certified or registered mail (first class postage pre-paid); or (c) one (1) Business Day after deposit with an overnight courier service such as Federal Express to the following addresses (or to such other addresses which such Party shall designate in writing to the other Party): If to Seller or Stockholders to: Robert J. Walpole 11801 Research Drive, Alachua, FL 32615 Attn: Robert J. Walpole Telephone: (386) 518-5164 with a copy (which shall not constitute notice) to: Withers Harvey, P.A. 1120 NW 8th Avenue Page 2651 of 5243 237886183.17 227114-10057 57 Gainesville, Florida 32601 Attn: Richard Withers, Esq. Telephone: (352) 727-4404 If to Buyer or the Company: NV5 Global, Inc. 200 South Park Road, Suite 350 Hollywood, FL 33021-8798 Attn: Richard Tong, EVP and General Counsel Telephone: (954) 495-2114 with a copy (which shall not constitute notice) to: Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Attn: Lloyd L. Rothenberg, Esq.; Megan A. Stombock, Esq. Telephone: (212) 407-4937 12.5 Exhibits and Schedules. Each Exhibit and Schedule referred to herein is incorporated into this Agreement by such reference. 12.6 Termination of Obligations. Seller and Stockholders hereby agrees that, from and after the Closing, none of the Company or any of its Affiliates shall have, and Seller and Stockholders hereby release them from, any debt, loss, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due, and whether in contract, in equity or at law, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation) owed to Seller or Stockholders by the Company or any of its Affiliates prior to the date hereof, including, subject to clause (b)(iii) below, in respect of any claims for indemnification or advancement of expenses arising from Stockholders acting as an officer, director, employee or in some other capacity on behalf of the Company or any of its Affiliates, arising from any omissions, acts or future, contingent or unconditional, fixed or variable under any Contract or on any other basis whatsoever, whether in equity or at law, other than with respect to (a) Seller and Stockholders rights under this Agreement and the Contemplated Transactions and (b) any rights Seller may have (i) to receive compensation pursuant to an employment arrangement in the ordinary course of business with respect to the most recent payroll period (if any) beginning and not closing prior to the Closing Date or reimbursement for expenses pending during the most recent payroll period and incurred in connection with Seller’s and Stockholders’ activities on behalf of the Company, (ii) with respect to Employee Benefit Plans or (iii) with respect to indemnification under the Articles of Organization or LLC Agreement of the Company as contemplated in Section 8.1(a). Seller and Stockholders hereby acknowledge that they are familiar with the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in the releasor’s favor at the time of executing the release, which, if known by the releasor, must have materially affected Page 2652 of 5243 237886183.17 227114-10057 58 the releasor’s settlement with the release. Being aware of such principle, Seller and Stockholders hereby agrees to expressly waive any rights it or he may have thereunder, as well as under any statute or common law principles of similar effect (other than as set forth in this Section 12.6) including California Civil Code section 1542 which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” . 12.7 Right to Set-Off. The Buyer may set-off any amount to which it may be entitled under this Agreement against any amounts otherwise payable by the Buyer to Seller. 12.8 Severability. If any provision of this Agreement is held illegal, invalid or unenforceable such illegality, invalidity or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances be deemed modified to the extent necessary to render enforceable the provisions hereof. 12.9 Waiver. Except as otherwise provided in this Agreement, the failure of any Party to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 12.10 Assignment. Buyer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Seller; provided, however, that Buyer may assign this Agreement or any of the rights or obligations hereunder to any Affiliate of Buyer or any bank or financial institution in connection with a collateral assignment of its rights hereunder. No such assignment will release Buyer of its obligations hereunder and the references in this Agreement to Buyer shall also apply to any such assignees, unless the context otherwise requires. 12.11 Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and permitted assigns of the Parties, and, except as otherwise set forth herein, does not confer any rights on any other Persons. 12.12 Amendments. This Agreement may be amended only by a written instrument duly executed by Seller and the Buyer. 12.13 Counterparts. This Agreement may be executed in any number of counterparts and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. The execution of this Agreement by any Party will not become effective until counterparts hereof have been executed by each of the Parties. It shall not be necessary in making proof of this Agreement or any counterparts hereof to produce or account for any of the other counterparts. In order to facilitate execution of this Agreement, .PDF signatures shall be deemed to be original signatures. [Signature Pages Follow] Page 2653 of 5243 Page 2654 of 5243 Page 2655 of 5243 Page 2656 of 5243 STOCKHOLDERS: Robert Justin Walpole Revocable Trust dated September 29, 2021 By:_________________________________ Name: Robert J. Walpole Title: Trustee Kevin W. Hewett E.J. Bolduc, III Gerard R. Dedenbach Daniel Young Aaron Hickman Laurie Hall David Dagostino Anthony Caggiano Page 2657 of 5243 Page 2658 of 5243 Page 2659 of 5243 STOCKHOLDERS: Robert Justin Walpole Revocable Trust dated September 29, 2021 By:_________________________________ Name: Robert J. Walpole Title: Trustee Kevin W. Hewett E.J. Bolduc, III Gerard R. Dedenbach Daniel Young Aaron Hickman Laurie Hall David Dagostino Anthony Caggiano Page 2660 of 5243 Page 2661 of 5243 Page 2662 of 5243 Page 2663 of 5243 Page 2664 of 5243 Page 2665 of 5243