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Backup Documents 02/23/2021 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUR; 6 E 3 Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office 4. BCC Office Board of County )' Commissioners , 3' 4. Minutes and Records Clerk of Court's Office ACC 3s-at to•.; iA 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez/PURCHASING Contact Information 239-252-8407 Contact/Department Agenda Date Item was February 23rd.2021 Agenda Item Number 16.E.3 Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 17-7091 AMAYA number if document is AMAYA SOLUTIONS, INC to be recorded SOLUTIONS, INC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 02/23/2021 and all changes made during is`no` the meeting have been incorporated in the attached document. The County a option for Attorney's Office has reviewed the changes,if applicable. ii is line. 9. Initials of attorney verifying that the attached document is the version approved by the , I A is not BCC,all changes directed by the BCC have been made, and the document is ready for the 111 _' t-ion for It Chairman's signature. ne. i 2 2021 Risk Management 16Ej Ann P. Jennejohn From: Ann P.Jennejohn Sent: Friday, March 5, 2021 12:52 PM To: SuarezJessica Subject: Item #16E3 Contract#17-7091 Assumption Agreement (2-23-21 BCC Meeting) Hi Jessica, The Awtaya Solutions, Inc. Assumption Agreement, Itew► #16E3 from tke February 23, 2021 BCC Meeting, has been scanned in and is available online. Thank you! Ann Jennejohn I3MR Senior Deputy Clerk 11 013 iYH/�i, Clerk to the Value Adjustment Board 4.4". $`%, Office: 239-252-8406 Fax: 239-252-8408 (if applicable) Ann.Jennejohn@CollierClerk.com Office of the Clerk of the Circuit Court y��'ktt"ten t� & Comptroller of Collier County 3299 Tamiami Trail, Suite #401 Naples, FL 34112-5324 www.CollierClerk.com i 16( 3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of 1Qi1 , 2021 by and between Amaya Solutions,Inc. ("Amaya")and Collier County,a political subdiv'on of the State of Florida("County"). WHEREAS, on April 11, 2017 (Agenda Item 16C4) the County awarded Agreement No. 17-7091,"Countywide Chemicals,"to American Water Chemicals,Inc. ("AWC"),attached hereto as Exhibit"A" (hereinafter referred to as "Agreement"); and WHEREAS,on October 1,2020,Amaya,a Florida for profit registered corporation,which is owned and controlled by part of AWC's ownership group, acquired all of AWC's assets as memorialized in attached Exhibit"B;"and WHEREAS, AWC sent the County correspondence dated September 10, 2020, which is attached hereto as Exhibit"C,"seeking the County's consent to the assignment of the Agreement; and WHEREAS, Amaya, hereby represents to Collier County that by virtue of an acquisition AWC's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the parties wish to formalize Amaya'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. Amaya accepts and assumes all rights, duties, benefits, and obligations of AWC under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. Amaya 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 Amaya shall be directed to: CONSULTANT: Amaya Solutions, Inc. 1802 Corporate Center Lane Plant City, Florida 33563 Phone: 813-220-4703 Attention: Mohannad Almalki, CEO Page 1 of 2 CA 16E3 5. The County hereby consents to Amaya's assumption of the Agreement in order to continue the services provided under Agreement No. 17-7091. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Amaya as it would have AWC for all purposes under the Agreement. Except as provided herein,all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K.Kinzel,Clerk COLLIER COUNTY,FLORIDA &Comptroller By: By: / a , QC . Penny Taylo , hair osigni Clerk Approved .. • Form and Le!ality: By: P ..ty County Attorney Amaya's Witnesses: Amaya Solutions,Inc. By: tereig'" .First Witness S. ature sub � 107 20• retie Ky(L ' r azt Cit.a r Type/print signature and titleT TType/print witness nameT /a/WA_ Seconds Item# t(OG� ' trc)oke. f-arr(c TType/print witness nameT Datea a-a3 Date 2:52.1 Page 2 of 2 Rec d 11:44161q5 C EXHIBIT A 1 6 E 3 AGREEMENT17-7091 for Countywide Chemicals THIS AGREEMENT, made and entered into on this 11,4\- day of 2017, by and between American Water Chemicals, Inc., authorized to do business in the State of Florida, whose business address is 1802 Corporate Center Lane. Plant City. Florida 33563, (the "Contractor) and Collier County, a political subdivision of the State of Florida, (the 'County"). WITNESSETH: AGREEMENT TERM. The Agreement shall be for a three (3) year period, commencing on Date of Board award, and terminating three (3) years from that date, or until such time as all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. This Agreement shall have two (2) additional, one (1) year renewals, renewable annually. 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 eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. The County Manager. or his designee. may, at his discretion extend the Agreement under ail of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence services upon the issuance of a Purchase Order. 3 STATEMENT OF SERVICES. The Contractor shall provide specified Chemicals for various County Departments/Divisions in accordance with the terms and conditions of Invitaticn to Bid (ITB) #17-7091 and its Scope of Work, hereby incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any products will be purchased from the Contractor. Rather, this Agreement governs the rights and obligation of the procedure to obtain Products and all Services undertaken by Contractor for the County pursuant to this Agreement during the term and any extension of the term of this Agreement. Any County Agency may utilize the products offered under this Agreement, provided sufficient funds are included in the budget(s). ‘‘‘. 1 6 E 3 3.1 The Contractor is the Primary for the chemical(s) listed on Exhibit A — Price Schedule. If the Primary Contractor cannot provide requested product(s) within the timeframe specified by the user division, then the Secondary Contractor will then be contacted as listed on Exhibit A— Price Schedule. 3,2 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the units actually ordered and furnished at the unit price in Exhibit B — Fee Schedule and in accordance with Section 4.1. 4.1 Price Methodology: Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials; equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification required). 4.2 Any County agency may obtain products and services under this Agreement, provided sufficient funds are included in their budget(s). 4,3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5, SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6, NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: American Water Chemicals, Inc. 1802 Corporate Center Lane Plant City, Florida 33563 Phone: 813-246-5448 Fax: 813-623-6678 Attn: Rudy Canezo, Treasurer Email: customerservice@membranechemicals.com Page 2 of 10 Agreement#17-71)91 "Countywide Chemicals" Nmeriyan Witter chcmiciils, 1 6E 3 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to Public Utilities Wastewater Division 8005 Vanderbilt Beach Road Naples, 34120 Attention: Howard Brogdon, Plant Manager c/o Steve Messner, Director, Water Phone: 239-252-5252 Fax: 239-252-6450 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80; F.S,, all permits necessary for the prosecution of the Work shall be obtained by the Contractor, The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor, In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever. County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor, Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct. or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. l'a2c,' $ of II) a 17-7(N (11,..1;11t<1k- ‘A.1k;: E 3 .4 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination The Contractor shall not be entitled to any other or further recovery against the County. including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11 NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows. A Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Single Limit Per Occurrence $2,000.000 aggregate, for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations: Independent contractors, Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability This shall include Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D Pollution Coverage must include a minimum limit of $1,000.000 for occurrence. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages. or economic loss, to the extent caused by the negligence, recklessness. or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County 4 10 \:!rconk.nt Tc',1 Countv,vids., hoinK dk" ,,(Ihn'On Chvlidc;ik. (7:6), 1 6 E 3 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Wastewater Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ITB #17-7091-Scope of Work, and Exhibit A— Fee Schedule. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18, PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Page 5 of 10 Agreement#17-7091'Countywide Chemicals' Aineri:tin ater Climucak, raN/ 1 6 E 3 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 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. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES, Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. r,z1.,!,:;.ô 01 o w:kle Aincrican Ur c. Inc a 1 6 E 3 21, AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22 ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23, DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla, Stat, 24 VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/PROJECT or AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the project/services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates or dates set forth in the Project Schedule. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. OR if there are no Key personnel, just staff, use the following: 25. PROJECT or AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement/project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed Page 7 of I 0 Agreement#17-709.1"Countywide Chemicals"' Amerit:tut Water Chemwcils,In,: 1 6 E 3 necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor's shall assign as many people as necessary to complete the Choose. project/Agreement/required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the Choose: required service delivery dates/dates set forth in the Project Schedule. 26, ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the ITB, the Contractor's Proposal, and/or the County's Board approved Executive Summary. the Contract Documents shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28, SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement, This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractors employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMORS(PD,colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. l'av,e 8 of 1c A;rvkilwIlt#17-7091 'C,,untywILIv Chomic,11,, Nnwric:11, Cheln),,ik 1 6E 3 IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written, BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE C NTY, FLORIDA Dwight E. Brock 'Clerk of Courts ,,....„ .., , , By: VAA,/\,‘'.',--- ','\,:kr•-7\s"--7, -,'r By: Penny T r, Chair , ,4' ) ( / - Dated: ' 1 ti - 'ilkt (Seal) Attest as to Chairman's signature only. American Water Chemicals, Inc. Contractor ...., . . By: .k.,-„--,.----L- First Witness 'Signature . k a.:i\'t(1 Type/Print Witness Name Typed Signature 11 ', Second, fitness Title '1) , ,..,nt, L...5e..,,rsie Type/Print Witness Name ARlIta ed as t - or and Legality: ) ..e....4,, L tant County Attorney 0 eipik404 Page 9 of 10 Agreement#17-70q1"Countywide Chemicals A mcncan Water Chemicals,In,:, 0 I 6E 3 Exhibit A — Price Schedule Item Product l Description Unit of I Rank ; Vendor l Cost Measure Corrosion Inhibitor (ortho- i American ! 4 W-4 ; lbs , Primary , $0,295 polyphosphate) 80-20 Water Corrosion Inhibitor (ortho- 4 ! W-4 lbs Secondary ; Chemrite - polyphosphate) 80-20 l 9 ' W-9 Scale Inhibitor lbs Primary American S0.71 , Water 9 : W-9 Scale Inhibitor lbs l Secondary ; King Lee - i _..., ; C1/4 Page I 0 of I 0 Agreement#17-70)1 'Co un ry,Aid e Chernicals' American Water Chemicals.Inc I 6 E 3 Client#: 1696523 131AMERIENG ACORDI. CERTIFICATE OF LIABILITY INSURANCE DATE(MIWDD/YYYY) 4/19/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSUREI5,ihe policy(ies)must be erdOiieifif-SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER !CONTACT i NAME: B8&T Insurance Services,Inc. PHONE- 407 691-9600 1 F-Ar— 888 635-4183 _i.kic.212,Ext): INC,No): - PO Box 4927 EMAR. " Orlando,FL 32802-4927 ADDRESS: " 407 691 960 INSURER(S)AFFORDING COVERAGE - NAM# 0 1 INSURER A;Evanston Insurance Company 35378 ........_.. INSURED ! INSURER B:Owners Insurance Company 132700 American Engineering Services Inc I INSURER C: 1802 Corporate Center Ln D: Plant City,FL 33563 'INSURER INSURER B: I INSURER F COVERAGES CERTIFICATE NUMBER: 16/17 GL BAI/Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IT-- LTR TYPE OF INSURANCE iINSR;ADDLISW:N WVD! POLICY NUMBER ..(2.0.1g7,410.88YrNey(P)i LIMITS A x'COMMERCIAL GENERAL LIABILITY 1 16PKGSE20192 4/29/2016104/29/2017 EACH OCCURRENCE 1 ___.... --- 1 CLAIMS MADE ri OCCUR : : RatikfiagQierence) $100 000 X Deductible: $5,000 I ME D EXP{Any one person) $ .,000 PERSONAL&ADV INJURY stpoo,000 . GEN'L AGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE $2,000,000 I POLICY I i MT r _1 LOG Ii PRODUCTS•COMP/OP AGG $2,000,000 i 1 I OTHER: $ ._,.... B AUTOMOBILE LIABILITY 4947152201 5/01/2016 05/01/20115.ioxiTzvNci..E.LIMIT si,000,000 ........... i ANY AUTO I BODILY INJURY(Per person) $ : ALL OWNED 1"I:le SCHEDULED BODILY INJURY(Per accident) $ AUTOS : AUTOS vi NON-OWNED IT,ROPERTY DAMAGE $ X HIRED AUTOS L,,," .AUTOS I(Per accident) -..- I I , -i I$ , A UMBRELLA LIAB _IX OCCUR !16EFXSE20080 4/29/2016 04/29/2011 EACH OCCURRENCE '$5 000 000,X EXCESS LIAB CLAIMS-MADE '. 'AGGREGATE !$5 000 000 ,pEp, 1 1 RETENTIONS 4, ;$ .T_ _____ .. •• OH-' WORKERS COMPENSATION 1 PERTun:. 1 .I.Efi ' . . .....-, AND EMPLOYERS'LIABILITY . . ' t . ANY PROPRIETOR/PARTNERJEXECUTIVE!Y/N I E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? I N/A , (Mandatory In NH) . E.L.DISEASE-EA EMPLOYEE $ . If yes,describe under . • DESCRIPTION OF OPERATIONS beow -4, EL.DISEASE.POLICY LIMIT $ ..................._ . A Contr.Pollution :;.• 16PKGSE20192 04/29/201604/29/2017 $1,000,000 Ea Condition •..•. . $5,000 Deductible •DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Renewal Contract 12-5845-County-Wide Chemicals Insured name continued:American Water Chemicals,inc.dba Alkema Solutions, Inc. Additional Insured status is granted with respects to General Liability per endorsement"Additional Insured (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail,East Naples, FL 34112 AUTHORIZED REPRESENTATIVE 00.4rt,44(0,44WaC 1 Cc...'1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S16017700/M16017380 MOCO 16E3 DESCRIPTIONS (Continued from Page 1) Owners, Lessees or Contractors-Blanket"form#CG 20 10 07/04 and"Additional Insured-Owners, Lessees or Contractors-Completed Operations-Blanket"form#CG 20 37 07/04 Additional Insured status is granted with respects to Automobile Liability per endorsement"Automatic Designated Insured-Blanket Coverage"form#89304 07/10 SAGITTA 25.3(2014/01) 2 of 2 #S16017700/M16017380 1 6E 3 POLICY NI.lMElER'15PKGSE2O192 COMMERCIAL GENERAL LIABILITY CC201007C4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the for owing: COMMERCIAL GENERAL LEAS LITY COVERAGE PART SCHEDULE Name Of Additional Insured Pe rsnnis} Or Organization(sf: Location(s)Of Covered Operations Any person(s)ar org solution(s)to wncm the insured Contracting work or contracting operations agroos to provide Additional Insured status ir•a written performed under a written contract by you or ou:diaul aiyi it'd Loy Lulh pndiea ouLl exewled prim lu the on your behalf(or'others at a location that you oomrnen rnent of operations. do not own,control or rent,or occupy other than for tree purpose of the perforrnancn of your ongoing operations. Inform:Won required to complete tIi: Sr;iitdule,if not 5htwr stutwo,will ue shown III Elle Du daralilun u. A. Section II — Who Is An Insured is emended to B. Selith respect :o the insurance affnttled to these irdudr. A, cm nddriinnol insured tl-o fer an(o) or additional Infurrdo, The following additional exclu- c:r anizoliurt(s) shown in the ScEleatic, hilt only sic5r+s Apply with resdeCt to liability for"bodily injury'. 'property Thls ici ur'8licc do no:apply to"bocl y injt.ry'' or dan1aga' or 'pe^sonal and advertising injury" 'property dantago"oeeuring Atlor: caused,in wt ole or n part,ay: 1, All work, inducing rn3terials, pars or equip- 1. Your acts or omissions;Of went `urnishod in coaraction with cud work, 2. The acts or omissions of those acting on your on the project(othcrtnan scrvirc,mairltcnanCC behalf; or repairs)to oe perforated by or on behalf of in the performance of your onpcinc operations for the additional insur>cir) at :he tocAiion :1f the the oddi:ional insured(s) at the location(s) desig ca eared operations ras h,en rnr Inl r:.;or rated ahnvn. • CG 20 10 07 04 +ta ISO Properties, Inc:,,2D04 Page 1 of 2 ❑ l6E3 2 Tflat portion of"your work" out of which etc: injury or damage adscs has been put to Its in- tended use by arty person or Organization nth- Or than another contractor of suecantraa;lcr erxaaaed in perfonnlrls7 operat:ma for a pr.nc:. pal a=:a part ofthc same project. Pape 2 012 0 ISO Prtte tie.s,ire.:.,204 CO tO 10 07 04 p 16E3 POLICY NUMBER:15=KGSE20142 COMMERCIAL GENERAL LIABILJTY CG203707D4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS Thin endorsement rncdifios insurince provided under the iollo•.vintj COMMERCIAL C ENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional tnsurcd Persons} Location And Description Of Completed Opera- Or Or.anization s): tions Any perso:t(s)o'organiintion(s)to whom the insured Contracting wort or contracting operations perfoirned agrocs to provide AdditijnuI Insuretl-Co pleted under a written contrail by yci ri on your behalf for Operatixu status In swrltter contract signed by both othars ate location that ycu do not own,control or rent, partlos and executed prior to the rnrnmenremant of orncnupy other than for the puipose of the o pur rit on s perEormartco of your ongoing operations. 11forrn7ticn regLiret to complete to a sa'teaule,If not shown above,will be drown in the Declsrcticrs. Section II - Who Is An Insured Is amended to include es an edcitiana; irst.rod the persons) or orpanizatInr(s)titirnvn in rill nr.hreduIe, but only:vifh rasped to liability for "bodily inttry" Of "property damage'rtrusctl,in whole or i t pail, by'your work' st the .008lion deslgnttod and described in the scnedule of this endorsement per'onr.eil iir tIi 1 additional insured end included fn Up; "pmdircl:- cornpletad operations hazard". • CG 2a 37 U7 04 ISO Properties,Inc.,ZG04 Paye 1 of I 0 16E3 89304(7-10) AUTOMATIC DESIGNATED INSURED - BLANKET COVERAGE Automobile Policy SECTION II-LIABILITY COVERAGE is provided to any The insurance provided by this endorsement does not person or organization only to the extent such person or apply to any extension of SECTION II -LIABILITY COV- organization is liable for your conduct arising from an ERAGE provided elsewhere in this policy. automobile to which SECTION II -LIABILITY COV- ERAGE applies. All other policy terms and conditions apply. 89304(7-10) Page 1 of 1 16E3 } F.f. r F K � 5y+� � ��$ r: r t�'� ?p�..' V L �,' t ' 1.: litj'Y 'ti FoS� _• } }� .❑ }�F •�1J x 'L. , S.s:.4 • �4#' £'. ' L +3C f ur-6�r. w� +r 9 4 "� 0 w r � • 't1T- a eC �FJ`*r D TE MM/oD/YYYY1� ' tf}r � D� �J £ CERTI I O L1 IBILI: = It SI• , .,. CE�A d• `, 2 �•• '} ,tl ,2 ,.-a::l ,:.3e'i:,r,illt: -M:,R.4 3-...-ate , 's il",,t1 . .sex...—. ,' u . �[.-,. w..:L-, ,.w wieek ^4 r THIS,CER IFICATI IS ISSUED�AS A'(MATTER OF INFORMATION ONLY AND,CONFERS,NO RIGHTS UPON-THE,CERTIFICATEHOLDER.TH(S) I s CERTIFICAT DOES NOTi AF IRMA IVELY`OR NEGATIVEL AMEND EXTEND ORALTER THE COVERAGE AFFORDED'BY THE POLICIES { BELOIN./THIS CERTIFICATE OF INSURANCE DOES-NOT CONSTITUTE:A CONTRACT BETWEEN THE ISSUING INSURER(S)'AUTHORIZES 4 5i �:, REPRESENTATIVE OR PRODUCER;AND THE CERTIFICATE HOLDER.- - - " ' ; , � I.r, IMPORTANT::If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be ;. endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A , statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT • Aon Risk Services,Inc of Florida Ann Risk Services,Inc of Florida NAME: ' tool 8rickea Bey Dive,Sude#1100 PHONE FAX Miami,FL 33131-4037 A/C No,Eel):800-743-8130 INC,No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center Aon.com INSURER(S)AFFORDING COVERAGE NAIL 8 INSURER A: Illinois National Insurance Co 23817 INSURED ADP TotalSource III,Inc. INSURER 8 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D: American Water Chemicals,Inc DBA Alkema Solutions,Inc 1802 Corporal°Center Lane, INSURER E Plant City,FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER: 1320151 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP UMITS LTR INSR WVD (MM/DD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) S MED EXP(Any one person) S PERSONAL S ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE S POLICY I I PROJECT LOC PRODUCTS-COMP/OP AGG S OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) S ANY AUTO BODILY INJURY(Per person) S —OWNED SCHEDULED —AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY —AUTOS ONLY (Per accident) S — UMBRELLA UAB ^OCCUR EACH OCCURRENCE S - EXCESS LIAR CLAIMS-MADE AGGREGATE S DEC RETENTION S WORKERS COMPENSATION X PERTUTE OTH- ER AND EMPLOYERS'LIABILITY Y I N A ANY PROPRIETOR/PARTNER/EXECUTIVE WC 061139701 FL 7/1/2016 7/1/2017 E L.EACH ACCIDENT S 2,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 2,000,000 II yes,descried carder DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT S 2,000,000 DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached If more space Is required) All worksite employees wakn0 for AMERICAN WATER CHEMICALS,INC DBA ALNEMA SOLUTIONS,INC,paid under ADP TOTALSOURCE.INC's payroll,ate covered under the above stated policy. AMERICAN WATER CHEMICALS.INC DBA ALKEMA SOLUTIONS.INC.is an alternate employer under this pokey CERTIFICATE HOLDER CANCELLATION Collier County Board of Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Tamiami Trail,East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE dIon 0144 6etvlces, 2rt c of cflotida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1012400 - 16E3 EXHIBIT B 16E3 BILL OF SALE THIS BILL OF SALE (this"Bill of Sale"),dated as of October 1,2020(the"Effective Date"), is by and between AMAYA SOLUTIONS,INC.,a Delaware corporation("Buyer"), and AMERICAN WATER CHEMICALS INC.,a Delaware corporation("Seller"). The Buyer and the Seller are sometimes herein referred to collectively as the"Parties"and individually as a"Party." BACKGROUND A. The Seller, the Buyer and American Engineering Services Incorporated are parties to an Asset Purchase Agreement,dated of even date with this Bill of Sale(the"Purchase Agreement"). Pursuant to the Purchase Agreement,the Seller has agreed to sell,assign,transfer, convey and deliver to the Buyer, and the Buyer has agreed to purchase,acquire and accept from the Seller, all right, title and interest of the Seller in and to the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. B. This Bill of Sale is being executed to evidence and effect the sale,assignment, transfer, conveyance and delivery of the Purchased Assets to the Buyer by the Seller in accordance with the terms of the Purchase Agreement. NOW,THEREFORE,in consideration of the foregoing and the respective representations,warranties, covenants and agreements set forth in the Purchase Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Definitions. Capitalized terms used and not defined herein will have the meanings ascribed to them in the Purchase Agreement. 2. Bill of Sale from the Seller. In consideration of the Purchase Price, Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer, in accordance with the Purchase Agreement, all of Seller's right,title and interest in and to the Purchased Assets, free and clear of all Encumbrances,other than Permitted Encumbrances. 3. Excluded Assets. The Purchased Assets will not include, and the Buyer will not purchase,acquire or otherwise obtain,any right,title or interest in,to or under any Excluded Asset. 4. Binding Effect. The Purchased Assets are hereby transferred unto the Buyer and unto its successors and assigns forever, and this Bill of Sale will be binding on each Seller and its successors and assigns. 5. Further Assurances. Seller will take, or cause to be taken, such actions or execute and deliver, or cause to be executed and delivered,to the Buyer such other documents as the Buyer may reasonably request in order to further evidence the sale by the Seller to the Buyer of the Purchased Assets in accordance with the terms of the Purchase Agreement. 6. No Waiver or Modification; Subject to Purchase Agreement. Nothing contained in this Bill of Sale will be construed as a waiver of or limitation upon any of the rights or remedies 000160.00705 Business 19932524v3 I6E3 of the Parties as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or document delivered by the Parties pursuant to the Purchase Agreement. This Bill of Sale is not intended to create any broader obligations of the Parties than those contemplated in the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement will govern and control. Neither this Bill of Sale nor any term hereof may be changed,waived,discharged or terminated other than by an instrument in writing signed by the Seller and the Buyer. This Bill of Sale is subject to all of the representations,warranties,covenants,exclusions and indemnities set forth in the Purchase Agreement, all of which are incorporated herein by reference. 7. Governing Law. This Bill of Sale will be governed by,and construed and enforced in accordance with,the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8. Counterparts;Electronic Signatures. This Bill of Sale may be signed in counterparts,each of which will be an original,with the same effect as if the signatures thereto and hereto were upon the same instrument. The electronic transmission of any signed original counterpart of this Bill of Sale will be deemed to be the delivery of an original counterpart of this Bill of Sale. [Signatures on Following Page] l6E3 IN WITNESS WHEREOF, the Parties have executed this Bill of Sale as of the Effective Date first above written. BUYER: AMAYA SOLUTIONS, INC. By. oha d Ahnal resi and .0 SELLER: AMERICAN WATER CHEMICALS INC, By: Rudy'anezo,Treasurer and Secretary 26E3 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(this"Agreement"), dated as of October 1,2020 (the"Effective Date"), is by and between AMAYA SOLUTIONS, INC., a Delaware corporation("Buyer"), and AMERICAN WATER CHEMICALS INC.,a Delaware corporation("Seller"). The Buyer and the Seller are sometimes herein referred to collectively as the"Parties"and individually as a"Party." BACKGROUND A. The Seller, the Buyer and American Engineering Services Incorporated are parties to an Asset Purchase Agreement,dated of even date with this Agreement(the"Purchase Agreement"). Pursuant to the Purchase Agreement,the Seller has agreed to sell, assign,transfer, convey and deliver to the Buyer,and the Buyer has agreed to purchase,acquire and accept from the Seller, all right,title and interest of the Seller in and to the Assigned Contracts, and Buyer has agreed to assume the Assumed Liabilities,as set forth in the Purchase Agreement. B. This Agreement is being executed to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Assigned Contracts by the Seller,and the assumption of the Assumed Liabilities by the Buyer,in accordance with the terms of the Purchase Agreement. NOW,THEREFORE,in consideration of the foregoing and the respective representations,warranties,covenants and agreements set forth in the Purchase Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Definitions. Capitalized terms used and not defined herein will have the meanings ascribed to them in the Purchase Agreement. 2. Assignment. Seller hereby assigns and transfers to the Buyer all of Seller's right, title and interest in and to all of the Assigned Contracts. 3. Assumption. On and subject to the terms of the Purchase Agreement,Buyer hereby assumes and agrees to pay,perform and discharge,when due in accordance with the terms thereof, the Assumed Liabilities,which shall include the Assigned Contracts. 4. Further Assurances. Each Party will take, or cause to be taken, such actions or execute and deliver,or cause to be executed and delivered,to the other Party such other documents as the other Party may reasonably request in order to further evidence the assignment and assumption under this Agreement in accordance with the terms of the Purchase Agreement. 5. No Waiver or Modification; Subject to Purchase Agreement. Nothing contained in this Agreement will be construed as a waiver of or limitation upon any of the rights or remedies of the Parties as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or document delivered by the Parties pursuant to the Purchase Agreement. This Agreement is not intended to create any broader obligations of the Parties than those contemplated in the Purchase Agreement,and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement will govern and control. 000160.00705 Business 19932609v3 I6E3 Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by the Seller and the Buyer. This Agreement is subject to all of the representations,warranties,covenants,exclusions and indemnities set forth in the Purchase Agreement, all of which are incorporated herein by reference. 6. Governing Law. This Agreement will be governed by,and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 7. Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The electronic transmission of any signed original counterpart of this Agreement will be deemed to be the delivery of an original counterpart of this Agreement. [Signatures on Following Page] ! 6E3 IN WITNESS WHEREOF,the Parties have executed this Assignment and Assumption Agreement as of the Effective Date first above written. BUYER: AMAYA SOLUTIONS, Bar: Mohr ie malki, sld and CEO SELLER: AMERICAN WATER CIIF: IICA.LS INC:. By: RucJ anezo.Treasurer and Secretary 1 6E3 EXHIBIT C ! 6E3 Consent to Assignment September 10, 2020 Collier County Procurement Services Division 3295 Tamiami Trail E. Naples, FL 34112 Re: Contract #17-7091, dated as of 4/11/2017, by and between Collier County, and American Water Chemicals, Inc.(the"Agreement") Reference is made to the above-described Agreement between you and American Water Chemicals,Inc.("AWC"). As part of a corporate reorganization, AWC intends to transfer all of its assets to Amaya Solutions, Inc., a Delaware corporation ("Amaya"). Amaya is owned and controlled by part of AWC's ownership group, and Amaya will be managed by the team that managed AWC prior to the transfer. Following the transaction, Amaya will transact business using the name American Water Chemicals, and the contact information of Amaya will be the same as the information for AWC. In connection with this transaction,AWC intends to assign the Agreement to Amaya subject to the County's approval. By signing below, the County hereby consents to, accepts and acknowledges the assignment as set forth in numbered paragraph 27, Assignment, of the Agreement. Further, in anticipation of the County's consent Amaya has signed and attached a copy of the County's standard Assumption Agreement(the"Assumption Agreement"). Please acknowledge your consent and agreement to the assignment by signing a copy of the attached Assumption Agreement and returning it to AWC at the address or email address set forth above by October 2, 2020. Signatures delivered via email (.pdf or similar format) or by facsimile will be deemed original signatures for purposes of this letter. Thank you for your prompt attention to this matter. Sincerely, American ater Chemicals In . By: Mo nad Almalki,CEO Detail by Entity Name Page 1 of 2 l6 € 3 Florida Department of State DIVISION OF CO ,Rarr�NS ',f DJYlilrtl of Dui ujJirurl nehute Department of State / Division of Corporations / Search Records / Search by Entity Name/ Detail by Entity Name Foreign Profit Corporation AMAYA SOLUTIONS, INC. Filing Information Document Number F20000003944 FEI/EIN Number 84-4097612 Date Filed 09/11/2020 State DE Status ACTIVE Principal Address 1802 CORPORATE CENTER LANE PLANT CITY, FL 33563 Mailing Address 1802 CORPORATE CENTER LANE PLANT CITY, FL 33563 Registered Agent Name&Address ALMALKI, MOHANNAD 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Officer/Director Detail Name&Address Title DIRP,SEC ALMALKI, MOHANNAD 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Title DIR ALMALKI, MAZEN 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Title TREASURER CANEZO, RODOLFO B 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/23/2021 Detail by Entity Name Page 2 of 2 I6E3 Annual Reports Report Year Filed Date 2021 01/18/2021 Document Images D1/18/2021--ANNUAL REPORT View image in PDF format 09/11/2020--Foreign Profit View image in PDF format Florida Department or State,Division or Corporations http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai l?inquirytype=Entity... 2/23/2021 I6E3 Client#: 2211638 131AMERIWAT YYYY) ACORD,„ CERTIFICATE OF LIABILITY INSURANCE 1/13 DATE(M/2021 M/DDIM/DD/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: McGriff Insurance Services PHONE 407 691-9600 FAX 888-635-4183 PO Box 4927 E-MAIL o,Ext): (A/C,No): ADDRESS: Orlando, FL 32802-4927 INSURER(S)AFFORDINGCOVERAGE NAIC# 407 691-9600 Evanston Insurance Company INSURER A: P Y 35378 INSURED INSURER B:Owners Insurance Company 32700 Amaya Solutions Inc dba INSURER C:United Financial Casualty Company 11770 American Water Chemicals Auto Owners Insurance 18988 1802 Corporate Center Lane INSURER D INSURER E: Plant City, FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE - INSRW VD POLICY NUMBER POLICY EFF POLICY EXPIY{MM/DDIYYYY) (MM/DDYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X MKLV2ENV101925 10/13/2020 10/13/2021_EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(I a occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- PRODUCTS-COMP/OPAGG $2 POLICY JECT LOC ,000,000 OTHER: $ B AUTOMOBILE LIABILITY FL-4947152204 10/20/2020 10/20/2021 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 C _ ANY AUTO CA -028106570 10/21/2020 10/21/2021 BODILY INJURY(Per person) $ B AUTOSO ONLY X SCHEDULED KY-4947152205 10/20/2020 10/20/2021 BODILY INJURY(Per accident) $ AUTOS D X AUTOS ONLY X NON-OWNED OH -4947152206 10I20I2020 10/20/2021 PROPERTY DAMAGE AUTOS ONLY (Per accident) $ A UMBRELLA LIAB X OCCUR MKLV2EFX100584 10/13/2020 10/13/2021 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER _ - ANY OFFICE /ME CED PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) _E.L.DISEASE-EA EMPLOYEE,$ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT j$ A Contr Pollution MKLV2ENV101925 10/13/2020 10/13/2021 $2,000,000 Transp Pollution MKLV2ENV101925 10/13/2020 10/13/2021 $1,000,000 Non-Own Disp Site MKLV2ENV101925 10/13/2020 10/13/2021 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: For any and all work performed on behalf of Collier County Certificate Holder is included as Additional Insured-Completed Operations if required by written contract for General Liability per CG2037(04/13). Blanket Waiver of Subrogation Applies per Automatic Transfer of Rights of Recovery Against Others to Us form MEEI 2592(08/19). Excess Liability policy is follow form. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS, 3295 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27180847/M26693733 MOCO 16E3 A"CIORDCERTIFICATE OF LIABILITY INSURANCE DATE03/01/D/YYYV) 3/01/21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ass Risk Services,Inc of Florida NAME: Aon Risk Services,Inc of Florida 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131-4937 (A/C,No,Ext):800-743-8130 (A/C,No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center@Aon.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Insurance Co 23817 INSURED ADP TotalSource III,Inc. INSURER B 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D Amaya Solutions,Inc. 1802 Corporate Center Lane INSURER E Plant City,FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER:2779907 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ —ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY —AUTOS ONLY (Per accident) $ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- A AND EMPLOYERS'LIABILITY Y/N WC 027115060 FL 07/01/20 07/01/21 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for AMAYA SOLUTIONS,INC.,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. AMAYA SOLUTIONS,INC.is an altemate employer under this policy. Re:(17-7091)COUNTYWIDE CHEMICALS. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (lion�i6k eetviees, 2ae of cflotida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD