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#19-7586 Assumption Agreement (ES OPCO USA, LLC)
ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this I'J' of , 2021 by and between ES OPCO USA LLC d/b/a Veseris ("Veseris" or "Co tractor") and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on October 8, 2019 (Agenda Item No. 16.C.4), the County entered into Agreement #19-7586 "Supply and Delivery of Herbicides, Fungicides, and Pesticides" with Univar Solutions USA Inc., hereinafter referred to as "Agreement" and attached hereto as Exhibit"A"; and WHERAS, Veseris represents and warrants to the County that through a certain divestiture and reorganization of certain business units that Univar Solutions USA, Inc. is no longer doing business under the name but is now conducting business as ES OPCO USA, LLC d/b/a Veseris and that, Veseris is now the successor in interest to Agreement # 19-7586 with the County (see document/correspondence from Veseris, attached as Exhibit"B"); and 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. Veseris accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. Veseris will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Notices required under the Agreement to be sent to Veseris shall be directed to: ES OPCO USA LLC d/b/a Veseris 10800 Pecan Park Blvd#300 Austin, TX 78750 Main Phone: (512) 721-3923 Attn: Tyler Brothers, VP, CFO, and Treasurer Email: tyler.brothers(a,veseris.com 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. The County hereby consents to Veseris assumption of the Agreement in order to continue the services provided under Agreement #19-7586. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Veseris as the Contractor for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Page 1 of 2 Assumption Agreement to Agreement#19-7586 CAA IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. Contrac is W' e es: ES OPCO USA LLC d/b/a Veseris itness Signrare By: ' ;lip ' �7/(� Si nature Print/Type witness name --� !�f ��f.� Print(/Type Name itness Signa,tj u� �re V f ; i,'V cod I Ce)N,rr�i C / S� t Title Print/Type witness name ATTEST: BOARD F COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of Courts COLLI TY, FLORI & Comptroller jaciBy: 1 .E St as to 8l Penny Taylor,Chairperson ly Clerk signature only. Appr as to form an legality: y )IF L_ $ J k Print Name/Title Page 2 of 2 Assumption Agreement to Agreement#19-7586 CA Exhibit A • FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT 19-7586 for Supply and Delivery of Herbicides, Fungicides, and Pesticides THIS AGREEMENT, made and entered into on this v"" day of Odthti 20n , by and between Univar Solutions USA Inc. authorized to do business in the State of Florida, whose business address is 3075 Highland Parkway, Suite 200, Downers Grove, IL 60515 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3 ) year period, commencing U upon the date of Board approval 1 Ion and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated: The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one (1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a El Purchase Order❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I I Reemee-t--fef—PT-Ope Invitation to Bid (ITB) 1 1 Other ( ) # 19-7586 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. • The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 II The procedure for obtaining Work under this Agreement is outlined in Exhibit A— Scope of Services attached hereto. 34 I I 's outlined in Li Other Exhibit/Attachment: 3,4 n • 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): I' transferred from the County to the contractor; and, as-a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the is authorized. (—I T-in and-Mate for for the amount of labor materials plus the contracto ' which it is not that the piojcct requirements would most likely change. As a general-business practice, ion (and not company (or subcontractor) I■I Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six(6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4_,4 eeses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel Mi-leage $0.44.5 per mile Breakfast $ Lunch $-1-1,00 Dinner $-9-99 Airfare Actual ticket cost limited to tourist or coach class faro Rental car Actual rental cost limited to compact or standard size vehicles ing Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine long distance charges, fax charges, photocopying charges and postage. Reimbursable undertaken pursuant to 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. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO Company Name: Univar Solutions USA Inc. Address: 3075 Highland Parkway, Suite 200 Downers Grove, IL 60515 Authorized Agent: Kristopher Hamby Attention Name & Title: Debbie Kuntz, Branch Admin Coordinator Telephone: (239) 693-1919 E-Mail(s): Kris.hambyna,univarsolutions.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Albert English Division Name: Road Maintenance Address: 2885 Horseshoe Drive South Naples, FL 34104 Administrative Agent/PM: Melissa Pearson, Contract Administration Specialist Telephone: (239) 252-5591 E-Mail(s): Melissa.Pearson(a�colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. { 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor.The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. [ Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. 0 Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. 11 Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) cM) .1Dn to any claims undcr imits of not less than $ each claim and aggregate. €— . F. Ill Pollution : Coverage shall have minimum limits of$1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this 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. Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO ri 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 Growth Management Road Maintenance Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), 0 Exhibit A Scope of Services, Exhibit B Fee Schedule, ❑ RFP/ 0 ITB/❑ Other #19-7586 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes;,and[ Othcr Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver,1) located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 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. Page 8 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 1 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. fUl CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. 0 WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the Page 9of17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. n TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. *I PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. (1 KEY PERSONNEL. Theorconncl and ma-nag-eme-rft to be utilized for this project shall be knowledgeable in their areas of c cr#+se c County reserves the as many people as necessary to complete the services on a timely basis,and each person assigned shall be av ' • • • personnel. Page 11 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) tE n AGREEMENT STAFFING.The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any e# the C ct Doceiments and/or the County's Board approves cdence over the terms of the Agreement, the conflict shall be resolved by imposing the more strict or costly 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) (-ace County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. [ SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above by an authorized person or agent. ATTEST: BOARD OF C COMMISSIONERS COLLIER Y, FLF A Crystal K. Kinzel, Clerk of .�-�' Courts & Comptroller • By, By, C ` Wi am L. McDaniel Jr. , Chairman t_Q�O•C_ (SSAL) Univar Solutions USA Inc. Contrt5 t►�i11tag:S Contractor stgnaitirP:b aly, DBA Contractor's First WitneIn t fe rj w 7' g Ty signature and titlel' TType/print witness nameT ,r � ���e����- �j C-{�;✓cam--- Contractor's Second Witness JC",`{pr 4eos 9 TType/print witness nameT App • =• as to F mind Legality: IMP # 4-44-10G-L, County Attorney Print Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) AQ Exhibit A Scope of Services 0 following this page (pages 1 through 2 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) #19-7586 "Supply and Delivery of Herbicides,Fungicides,and Pesticides EXHIBIT A-SCOPE OF SERVICES The term"Contractor"and"Vendor"will be used interchangeably and shall mean the same. The term"County"and"Division"will be used interchangeably and shall mean the same. 1. SCOPE OF WORK Collier County divisions are responsible in maintaining right-of-way(ROW),medians,parks,Municipal Service Taxing Districts (M.S.T.D), Municipal Service Taxing Units (M.S.T.U), and County owned and leased properties. Contractor(s) must provide and deliver chemicals and additives to various Collier County divisions on an "as needed basis." Divisions may place orders throughout the agreement term by issuing individual purchase orders. 2. VENDOR RESPONSIBILITIES AND COMPLIANCE 2.1. Florida Laws and Regulations that pertain to pesticide sale and distribution(Chapter 487, Florida Statutes, and Rule Chapters 5E-2 and 5E-9,Florida Administrative Code). 2.2. Chemical Spillage or Leakage that may occur at time of delivery, the Contractor is responsible for providing containers or materials for cleanup. The Contractor delivery personnel shall be trained in the containment and removal of chemicals. No Bill of Lading,Manifest, or Invoice shall be signed by County staff until the spillage is contained and removed from the site per industry standards and Florida Department of Environmental Protection Agency(EPA)guidelines. 2.3. Safety Data Sheets (formerly known as Material Safety Data Sheets (MSDS)) shall be included with the delivery tickets for all chemical shipments.The Hazard Communication Standard(HCS)requires chemical manufacturers and distributors to provide SDS, so consumers are aware of the exposure with handling hazardous chemicals,chemical compounds, and chemical mixtures. 3. ORDERS Each division will place their orders on an"as needed"basis. 3.1. Order Placements will take place via email or through vendors ordering portal, if available. 3.2. Order Confirmation shall include, but not limited to: line item number, item description, unit of measure, quantity,unit cost, and extended cost for each item ordered. The division representative shall email orders to the Contractor's assigned point-of-contact for the County or place orders via a website portal, if available. 3.3. Order Processing shall be within one (1) business day, and order delivery shall occur within five (5) business days from receipt of order,complete,and ready to use. 3.3.1.If the vendor is unable to process the order within five (5) business days, the County representative may use the next lowest vendor for the item being requested. 3.3.2.If the next lowest bidder's price is significantly higher than the lowest bidder, the County representative can request a price quote from a vendor off contract following Collier County Procurement Ordinance. Page 1 of 2 LAO 3.4, Backorders shall be communicated by the vendor to the County representative immediately at order placement or as soon as the vendor is made aware. The County reserves the right to cancel the backorder, and order from the next lowest bidder. If there is no other vendor to supply the chemical under this agreement, the County may request quotes following Collier County Procurement Ordinance. Items that were on backorder,the vendor shall notify County staff when items are available to purchase. County staff will also check with the lowest vendor for product availability each time they place orders, unless the vendor is no longer under contract. 4. DELIVERY Deliveries shall be FOB (Free on Board)Destination. Delivery Drivers shall be equipped with hand truck, dolly, or pallet jack to offload shipments. 4.1. Delivery hours are Monday through Friday from 8:00 a.m. to 3:30 p.m. EST. There will be no deliveries after 3:30 p.m.EST, or on 11 County observed holidays which County offices are closed: New Year's Day, Martin Luther King Jr.Day,President's Day,Memorial Day,Independence Day,Labor Day,Veteran's Day, Thanksgiving Day,Friday after Thanksgiving Day,Christmas Eve,and Christmas day. 4.2. The Contractor shall contact the County representative that placed the order, no less than 24 hours in advance,to coordinate or notify them of the delivery. 4.3. The division receiving an order has final authority as to the quality and acceptability of any products. Any product delivery found to be defective or incorrect(order errors on behalf of the vendor) shall be returned to the vendor at the vendor's expense. The vendor shall correct the issue and expedite the delivery within one (1)business with the correct product at no additional cost to the County. Page 2 of 2 CAD Exhibit B Fee Schedule following this page (pages 1 through 3 ) • Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) (-7(> ITS NO.19-7586 SUPPLY AND DELIVERY OP FUNGICIDES,HERBICIDES,AND PESTICIDES EXHIBIT B-FEE SCHEDULE Unit prices:inclusive of labor,equipment,materials,delivery/shipping/freight charges,packing,transportation,and services. Substitute Items: bidder(s)submitting a substitute that is an equivalent to the product being requested must input the following information below the header "SUBSTITUTE ITEM:" 1.Input Product Name/Description;2,The product label(s)and Safety Data Sheets(SDS)must be submitted for review. Place an"X" indicating both have been submitted and clearly identify the documentation with your company name and bid number. Please note: The UOM for the substitue is the same UOM for the bid item listed. Univar Solutions SUBSTITUTE(EQUIVALENT)ITEM Submit product label Information and SDS with bid for product comparisons,review,and approval ar an equivalent. ITEM PRODUCT NAME UOM PRICE 1.product Name/Description Input Label&SDS Awarded Vendor' Input'X'ifsubmined • By Line item I 33360tDG Lite 30 lb.bag S 50.47 Diamond Fertilizer 2 3336StF 2.5 gallon S 252.98 Diamond Fertilizer 3 Advion . 25 lb.bag S 300.92 Florida Irrigation Supply 4 Allectus SC 120 gallon no bid Green Effex 5 Amdro Pro 25 lb.bag S 160.70 ProBait Fire Ant Bait X Diamond Fertilizer 6 Armada 2 lb.Jug S 111.78 Florida Irrigation Supply 7 Asulam 3.3 2 X 2,5 gallon jugs no bid No Bid 8 Asulam 4F 1 gallon no bid No Bid 9 Asulox 2.5 gallon S 142.11 Florida Irrigation Supply 10 Aquathol K Aquatic 2.5 gallon no bid NO SUBSTITUTIONS Florida Irrigation Supply II Atrazine 4L 2.5 gallon S 35.73 Florida Irrigation Supply 12 Avenue South 2.5 gallon S 189.75 Florida Irrigation Supply 13 Banner Manx I gallon S 218.00 Diamond Fertilizer 14 Barricade I gallon S 143.00 Diamond Fertilizer 15 Basagran T&O I gallon S 101.08 Florida Irrigation Supply 16 Baylelon 50 T&O 4 X 5.5 oz no bid Florida Irrigation Supply 17 Bifen li T I gallon S 46.19 Florida Irrigation Supply 18 Bifen XTS I gallon S 88,36 ' ' Univar 19 Blindside 1/2 lb bottle S 98.10 Florida Irrigation Supply 20 Blue Marker Dye 1 gallon S 43.50 Florida Irrigation Supply 21 Celsius WG 10 oz 10 oz.bottle S 102.00 Florida Irrigation Supply 22 Clipper(Aquatic) 1 gallon no bid Green Effex 23 Cohere/guifstream 1 gallon no bid Florida Irrigation Supply 24 Cohere/gulfstream 2,5 gallon no bid Mar Green 25 Compass Heritage I lb.bottle no bid Diamond Fertilizer 26 Complex/DLZ 1 gallon no bid Florida Irrigation Supply 27 Confront I gallon S 141.26 Florida Irrigation Supply 28 Conserve 1 quart $ 139.90 Florida Irrigation Supply 29 Crosscheck plus 1 gallon S 46.18 MasterLine BMAXX X Florida Irrigation Supply 30 Cyper 1 gallon S 38,86 Univar 31 Daconil ZN(Agency) 2.5 gallon S 175.00 Diamond Fertilizer 32 Dimension 2EW 2.5 gallon S 611.42 Florida Irrigation Supply 33 Dismiss(Turf) 8 X 10 oz.bottles S 103.00 Florida Irrigation Supply 34 Dismiss South I pint S 142,52 Univtir 35 Dominion 2L 2.15 gallon S 121.84 Florida Irrigation Supply 36 Drive XLRI .5 gallon S 67.63 Diamond Fertilizer • 37 Dylan 420 sl 2.5 gallon S 180.10 Univar CA() , ITD NO.19-7586 SUPPLY AND DELIVERY OF FUNGICIDES,HERBICIDES,AND PESTICIDES SUBSTITUTE(EOUIVA LENT)ITEM Submit product label Information and SDS with bid for product comparisons,review,and approval as an equivalent. ITEM PRODUCT NAME UOM PRICE 1.Product NamelDescriotloq 2.Label&SDS t Awarded Vendor Input"X'if submitted By Line Item _.. 38 Dylox insect. 30 lb.bag S 38,70 _ Univar 39 Echelon 42c 2.5 gallon no bid Green Effex 40 Extinguish 25 lb.bag S 188.50 Florida Irrigation Supply • 41 Ferrous sulfate 50 lb.bag S I5,50 _ Urdvar 42 Floramite 1 quart no bid Florida Irrigation Supply 43 Fusiladc II 1 quart S 69.50 - UNvar 44 Gallery 75 DF 1 lb.bottle no bid Florida Irrigation Supply I 45 Garlon 3A 2.5 gallon S 153.53 NO SUBSTITUTIONS Florida Irrigation Supply 46 Garlon 4 Ultra 2.5 gallon S 236.69 Diamond Fertilizer 1�� 47 Green Clean 5.0 5 gallon no bid Green Effex 48 Green Clean Granular 50 lb.bag no bid Florida Irrigation Supply 49 Heritage(Agency) I lb. S 323.00 Diamond Fertilizer 50 Horticulture Oil(Omni Supreme Oil) 2.5 gallon S 51.15 TriTek X Florida Irrigation Supply 51 Hydrothol 191 20 lb.bag no bid No Bid 52 Imidaclorprid/bandi1/critenon I gallon T.. "44.50 Univar 53 Impel Red Dye 11.25 gallon no bid No Bid 54 Inlet 2.5 gallon no bid Green Effex 55 Kammo Plus 2.5 gallon no bid No Bid 56 Lake Colorant WSPQp Case(16 per) no bid Florida Irrigation Supply 57 Lesco-Wet 10 gallon no bid Florida Irrigation Supply 58 Malathion 57EC 1 gallon S 46.75 Diamond Fertilizer 59 Manor 2 oz. S 13.63 Univar 60 Mentholated seed oil 1 gallon S 40.72 Alligare MSO 2.5gallon X Green Effex 61 Merit 75WSP 4 x 1.6 oz.packs S 30.84 Imidacloprid T&075WSB.. X Univar 62 Monument 75WG 25 gram box no bid Florida Irrigation Supply 63 MSM 60 16 oz.bottle no bid Diamond Fertilizer 64 Non-Ionic Drift Retardant 1 gallon no bid Mar Green 65 Nutra-Sol 2 lb bottle no bid Green Effex 66 Orthene TTO 97 Spray(Acephate 97) 1 lb.bag S 10.66 Florida Irrigation Supply 67 Pendulum 2.5 gallon S 102.50 Florida Irrigation Supply 68 Pennant Magnum 1 gallon no bid Florida Irrigation Supply 69 Pillar 30 lb bag S 98.75 Florida Irrigation Supply 70 Poast 2.5 gallon no bid Diamond Fertilizer 71 Podium 1 gallon no bid Diamond Fertilizer 72 Princep Liquid 2.5 gallon S 55.77 Sinezioe 4L X Diamond Fertilizer 73 Pro sedge 2 oz. S 58.65 Segehamner X Florida Irrigation Supply 74 Profile®Greens Grader"Emerald 50 lb.bag no bid Diamond Fertilizer 75 Promote Accuracy I gallon no bid Green Effex 76 Quick Silver 8 oz.bottle S 159.64 Florida Irrigation Supply 77 Ranger Pro 30 gallon drum S 495.00 Florida Irrigation Supply 78 Renovate 3 2.5 gallon no bid Florida Irrigation Supply 79 Resolute"'65WG 5 lb. no bid Diamond Fertilizer 80 Revolver 1 quart S 263.33 Florida Irrigation Supply 81 Reward 2.5 gallon S 197.50 NO SUBSTITIONS Florida Irrigation Supply CAO ITB NO.19-7586 SUPPLY AND DELIVERY OF FUNGICIDES,HERBICIDES.AND PESTICIDES SUBSTITUTE(EQUIVALENT)ITEM Submit product label information and SDS with bid . for product comparison;review,and approval as an . equivalent. ITEM PRODUCT NAME UOM PRICE • I.Product NamdDacdotloR 2.Label&SDS 'Awarded Vendor Input`X"if submitted - By Lime Item 82 Rodeo 2.5 gallon S 54,50 • -..NO SUBSTTTIONS Univar. 83 Roundup Pro T&O 2.5 gallon no bid Florida Irrigation Supply 84 Roundup ProMax® 1.67 gallon S 77.75 Diamond Fertilizer 85 Roundup Quikpro 4 X 6.8 lb.bottles $ 76.35 Diamond Fertilizer 86 Safari 20SG 3 lb.jug $ '_125.00 - Univer 87 Schooner 5 lb.bottle no bid Green Effex 88 Scythe 2.5 gallon S 163.40 Florida Irrigation Supply 89 Sencor 2,5 gallon $ 80.00 Univar 90 Snapshot® 50 lb.bag no bid Diamond Fertilizer 91 Sonar®PR(Agency) 30 lbs. no bid No Bid 92 Spec defoamer I quart S 8.60 Florida Irrigation Supply 93 Specticie G 50 lb.bag no bid Green Effex 94 SpeedZone(Red) I gallon no bid Florida Irrigation Supply 95 SpeedZone(Red) 2.5 gallon no bid Florida Irrigation Supply 96 SpeedZone Broadleaf 2.5 gallon no bid Florida Irrigation Supply 97 SpeedZone Southern 2,5 gallon S 170.24 Florida Irrigation Supply 98 Subdue OR 25 lb.bag no bid Florida Irrigation Supply 99 Subdue Maxx I gallon $ 424.24 Mefenoxam 2'AQ Fungicide ' X Unlvee 100 Talstar® I gallon $ 54.33 Mar Green 101 Talstar®GC 50 lb.bag `no bid Florida Irrigation Supply 102 Taurus®Trio G 30 lb.bag no bid Florida Irrigation Supply 103 Tempo SC Ultra 900 ml bottle S 141,53 Urdvar 104 Tenacity 6 oz.bottle $ 63.68 Florida Irrigation Supply 105 T-Methyl 50 WSB 4 X 8 oz.bags S 24.50 Florida Irrigation Supply 106 TopChoice® 50 lb.bag S - Florida Irrigation Supply 107 Trace(Alligare) 2.5 gallon no bid Florida Irrigation Supply 108 Tribute®Total 6 oz.bottle no bid Green Effex 109 Tri mac®Southern 2.5 gallon S 129,84 Univar 110 Weeder®64 2.5 gallon no bid Diamond Fertilizer 111 WEEDestroy®AM-40 Amino Salt 2.5 gallon no bid Green Effex Other Exhibit/Attachment Description: following this page (pages through _) El this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) ACC® 09 MID019 YV) CERTIFICATE OF LIABILITY INSURANCE DATE 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 v 1 SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this •w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). d PRODUCER CONTACT 'O NAME: Aon Risk Services Central, Inc. PHONE FAXCB Philadelphia PA Office (NC.No.Eat): (866) 283-7122 (A/C.No.): (800) 363-0105 v One Liberty Place E-MAIL O 1650 Market Street ADDRESS: 2 Suite 1000 Philadelphia PA 19103 USA INSURERS)AFFORDING COVERAGE NAIC# INSURED INSURER A: Illinois Union Insurance Company 27960 univar Solutions, USA, Inc. INSURER B: ACE American Insurance company 22667 3075 Highland Parkway Suite 200 IN Suite Indemnity Insurance Co of North America 43575 Downers Grove IL 60515 USA INSURERD: ACE Fire Underwriters Insurance Co. 20702 1 INSURERE: Lexington Insurance Company 19437 INSURER F: COVERAGES CERTIFICATE NUMBER:570078258692 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 ADDL SUBR POLICY EFF POLICY EXP INS LTRR TYPE OF INSURANCE INSD WVD POIJCY NUMBER (MM/DDIYYYY1 IMMIDDYYYL LIMITS B X COMMERCIAL GENERAL LIABILITY X5LG71232736 06/01/2019 IY 06/01/2020 EACH OCCURRENCE $3,000,000 SIR applies per policy terns & conditions DAMAGE TO RENTED 51,000,000 CLAIMS-MADE I X I OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) EXCluded PERSONAL&ADV INJURY $3,000,000 rn G 00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 `O X POLICY I IPRO I ILOC PRODUCTS-COMPIOPAGG $3,000,000 l JECT L..J o OTHER: a B AUTOMOBILE LIABILITY ISAH25279578 06/01/2019 06/01/2020 COMBINED SINGLE LIMIT $5,000,000 PPT (Ea accident) .. BODILY INJURY(Per person) 0 X ANY AUTO Z OWNED SCHEDULED BODILY INJURY(Per accident) yN,, AUTOS ONLY AUTOS PROPERTY DAMAGE M u HIRED AUTOS NON-OWNED (Per accident) 4_- ONLY .AUTOS ONLY r a A X UMBRELLALIAB X OCCUR XCEG27380566006 06/01/2019 06/01/2020 EACH OCCURRENCE $4,000,000 0 SIR applies per policy terns & conditions AGGREGATE $4,000,000 EXCESS LIAB CLAIMS-MADE DEDI X(RETENTION C WORKERS COMPENSATION AND WLRC65891359 06/01/2019 06/01/2020 X SERTUTE OTH EMPLOYERS'LIABILITY YIN AOS ER B ANY PROPRIETOR!PARTNER I EXECUTIVE I N NIA WCUC65891475 06/Ol/201906/Ol/2020 (Mandatory fn NHH) CA OH OR WA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMB EXCLUDED? l E.L.DISEASE-EA EMPLOYEE S1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS belowappliesper p SIR OiICy terns & COndltl Ons E.L.DISEASE•POLICV LIMIT $1,000,000— A Env Site Liab PPLG71507944001 03/31/201906/01/2022 SIR $1,000,000_-- Claims Made Form Ea occurrence $10,000,000 MN SIR applies per policy terns & conditions Aggregate $16,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached If more apace Is required) -�. RE: Bid 19-7586: Supply and Delivery of Herbicides, Fungicides, and Pesticides. Certificate Holder includes: Collier County Board of County Commissioners OR Board of County Commissioners in Collier County OR Collier County Government. Collier County Board of County Commissioners OR Board of County Commissioners in collier County OR Collier County Government are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy IR- evidenced herein is Primary and Non Contributory to other insurance available to an Additional Insured, but only in accordance --'i with the policy's provisions. should General Liability policy be cancelled before the expiration date thereof, the policy x- provisions will govern how notice of cancellation may be delivered to certificate Holders in accordance with the policy --ire Ala- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE i- POLICY PROVISIONS. Collier County Board of County AUTHORCEDREPRESENTATIVE t Commissioners ir.' 3295 Tamiami TrailEast, Bldg. C2 t=% < �� r�� Naples FL 34112 USA 'Q/�/ iii ©1988.2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000014538 LOC#: '°' ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Central, Inc. Univar Solutions, USA, Inc. POLICY NUMBER See certificate Number: 570078258692 CARRIER NAIL CODE See Certificate Number: 570078258692 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations I Locations/Vehicles: provisions of each policy. ii ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD All other terms and conditions of the Policy remain unchanged. Authorized Representative • II ALL-32687(05/11) Page 2 of 2 Exhibit B VE SE ?k I S itivar USA I n c N'; ,-,i i e Change to ES i u�� �Iu�l�' � ��l�k ~� T���� �� ��� n� � n�� � �J�� ��x� ����» Trade Name � * ��~ �y�m��������� � ������ �� / 3//���D/ 2020 To Whom |t May Concern: The entity previously known as Univar Environmental Sciences, a business unit of Univar Solutions, registered for m new FBN number on 11/14/2018in preparation for the divestiture of the entity to AEA Investors. The company's legal name is"ES OPCO USA LLC"and began doing business as (dba) ^Vewerio'' in March of202O. | VVe are no longer doing business owUniva[ USA Inc FBNG11347S35. | The new acoount will beESUP8O USA LLCFBN843GBDS31. ) This change was made because Univar Solutions decided to divest the Environmental Sciences business unit as part of its overall market strategy. This divestiture was finalized at 11:59pm on 12/31/2019. As part of a transition service agreement, Univar will continue to conduct certain business functions as a third party provider on behalf of ES OPCO USA LLC, including sending invoices, making payments against outstanding liabilities, issuing purchase orders, etc. until such time as ES OPCO USA 1-1-C has established its own internal processes and systems. Sincerely, , Tyler Brothers VR CFO, and |reeuunx 1nouo Pecan Park Blvd,#000 Austin,Tx7nrm0 1 +1512,721.392 1 tyler.brm»*rs@vescno."nm | ve,ermz*m AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this "Agreenrnr), dated December 30, 2019, is made by ;Ind ;Iniong UNIVAR SOLUTIONS INC., a Delaware corporation ("Seller Parent"), UNIVAR SOLUTIONS USA INC., a Washington corporation ("Seller I"), UNIVAR CANADA LTD., zin Alberta limited corporation ("Seller 2" and, collectively with Seller 1 and Seller Parent, referred to herein as"Seller"), ENS HOLDINGS III CORP., a Delaware corporation ("Purchaser I"), ENS CANADA HOLDINGS CORP., British Columbia corporation ("Purchaser 2"), and ENS HOLDINGS II CORP., a Delaware corporation ("Purchaser 3", and collectively, with Purchaser I and Purchaser 2, referred to herein as "Purchaser), Seller Parent, Seller I, Seller 2, Purchaser 1, Purchaser 2 and Purchaser 3 arc referred to herein individually as a"Party"and collectively as the-Parties." RECITALS The Parties entered into that certain Securities Purchase Agreement, dated as of December 5, 2019(as in effect immediately prior to the effectiveness of this Agreement, the"Original SPA"). The Parties have agreed to amend and restate the Original SPA, in the form hereof. Seller I owns all of the issued and outstanding equity securities (the-Target 1 Securities")of ES OpCo USA LLC, a Delaware limited liability company(-Target I"); Seller Parent and Seller I collectively own all of the issued and outstanding equity securities(the "Targ,et 2 Securities")of Sistemas Ecologicos Para el Control de Plagas S.A. de a Mexican sociedad(minima de capital variable("Target 2"); Seller 2 owns all of the issued and outstanding equity securities (the "Target 3 Securities" and, together with the Target I Securities and the Target 2 Securities, the "Company Group Securities") of ES OpCo Canada II ULC, a British Columbia unlimited liability corporation ("Target 3" and, together with Target 1 and Target 2, the "Company (iroup" and each a -Company Group Entity"); Seller Parent, directly or indirectly, owns all of the issued and outstanding equity securities of each of Seller 1 and Seller 2; On October 28, 2019, Seller I formed Target 1, and on December 12, 2019, Seller 2 formed Target 3; Prior to the Closing. Seller 1 and Target 1, will enter into the contribution agreement substantially in the form attached hereto as Exhibit A (with changes mutually agreed between the Parties, acting reasonably, the “U.S. Contribution Agreement"), pursuant to which Seller I will contribute, assign, transfer, convey and deliver to Target 1 certain of the Business Assets and Target I will assume certain of the Assumed Liabilities(such transactions collectively, the"U.S. Business Restructuring"); Prior to the Closing. Seller 2 and Target 3, will enter into the contribution agreement substantially in the form attached hereto as Exhibit 13(with changes mutually agreed between the AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ES OPCO USA LLC This Amended and Restated Limited Liability Company Agreement (this "Agreement") of ES OpCo USA LLC, a Delaware limited liability company (the "Company"), dated as of December 31, 2019, is entered into by ENS Holdings III Corp., a Delaware corporation, as the sole member of the Company (the "Member"). Any capitalized term used herein without definition shall have the meaning set forth in Article XI. WHEREAS, the Company was formed as a Delaware limited liability company pursuant to the filing with the Secretary of State of the State of Delaware of a Certificate of Formation of the Company on October 28, 2019 (the "Certificate of Formation"), in accordance with the Delaware Limited Liability Company Act(6 Del. C. §18-101, et seq.), as amended from time to time(the"Delaware Act"); WHEREAS, the Company and Univar Solutions USA Inc., a Washington. corporation ("Seller 1"), entered into that certain Limited Liability Company Operating Agreement,dated as of November 19,2019(the"Initial LLCA"); WHEREAS, the Member, Seller 1 and the other parties thereto, entered into the Amended and Restated Securities Purchase Agreement, dated as of December 30, 2019 (the "Purchase Agreement"), pursuant to which the Member purchased all of the issued and outstanding equity interests of the Company at the Closing (as defined in the Purchase Agreement)and thereupon,the Member become the sole member of the Company; and WHEREAS, in connection with the foregoing, Member desires to enter into this Agreement to amend and restate the Initial LLCA. NOW, THEREFORE, in consideration of the foregoing, and of the covenants and agreements hereinafter set forth,it is hereby agreed as follows: ARTICLE I GENERAL PROVISIONS Section 1.1 Company Name; Certificate of Formation. The name of the limited liability company is ES OpCo USA LLC. The Company has been formed as a Delaware limited liability company by the filing of the certificate of formation on October 28, 2019 under and pursuant to the Act. The business of the Company may be conducted under such other names as the Member may from time to time designate; provided that the Company complies with all relevant state laws relating to the use of fictitious and assumed names. Section 1.2 Registered Agent and Office. The address of the registered office and the registered agent of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The Member may designate another registered agent and/or registered office from time to time in accordance with the then applicable provisions of the Act and any other applicable laws. ,cACl Section 1.3 Principal Place of Business. The principal place of business of the Company shall be at 10800 Pecan Park Blvd, Building 1 - Suite 300, Austin, TX 78750. The location of the Company's principal place of business may be changed by the Member from time to time in accordance with the then applicable provisions of the Act and any other applicable laws. Section 1.4 Qualification in Other Jurisdictions. Any authorized Person of the Company may execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Section 1.5 Fiscal Year. The fiscal year of the Company shall be as fixed by the Member. ARTICLE II PURPOSE AND POWERS OF THE COMPANY Section 2.1 Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities advisable or incidental thereto. Section 2.2 Powers of the Company. The Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.1. ARTICLE III MEMBERS AND INTERESTS Section 3.1 Powers of Member. The Member shall have the power to exercise any and all rights or powers granted to the Member pursuant to the Act and the express terms of this Agreement. The approval or consent of the Member shall not be required in order to authorize the taking of any action by the Company unless, and then only to the extent that, (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Act or (c) the Board shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Member, as such, shall have no power to bind the Company. Section 3.2 Interests Generally. (a) Units Generally. Subject to the terms of this Agreement, the Member may from time to time create and issue any class or series of limited liability company interests ("Interests") denominated in the form of"Units"on such terms and conditions as the Member may determine. (b) Common Units. As of the date hereof,the Company has one class of Units: Common Units ("Common Units"). The holders of Common Units shall have the rights with respect to profits, losses and distributions of the Company as are set forth herein. The number of Common Units held by the Member as of any given time shall be set forth on Schedule A hereto, as such schedule may be updated from time to time in accordance with this Agreement. Section 3.3 Business Transactions of the Member with the Company. The Member may lend money to, borrow money from, act as surety or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, or transact any other business with the Company or any of its Subsidiaries; provided that any such transaction shall require the approval of the Board. Section 3.4 No Cessation of Membership upon Bankruptcy. A Person shall not cease to be a Member of the Company upon the happening, with respect to such Person, of any of the events specified in Section 18-304 of the Act. Section 3.5 Admission of Additional Members. The Member may admit one or more Persons to the Company, as additional members,on such terms as the Member may determine. ARTICLE IV MANAGEMENT Section 4.1 Management by the Board of Managers. Except as otherwise expressly set forth herein or as required by any non-waivable provisions of law, the board of managers (the "Board") shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes and direct the actions of the Company. Each person named as a Manager herein or subsequently appointed as a Manager is hereby designated as a"manager"(within the meaning of the Act) of the Company. Each Manager shall hold office until a successor is appointed in accordance with this Section 4.1 or until the earlier of such Manager's death, resignation or removal in accordance with the provisions hereof. Section 4.2 Actions by the Board; Delegation of Duties; Reliance by Third Parties. In managing the business and affairs of the Company and exercising its powers, the Board may act through meetings and written consents pursuant to this Section 4 and through any Officer of the Company to whom authority and duties have been delegated pursuant to this Section 4. Any Person dealing with the Company may rely on the authority of any Officer in taking any action in the name of the Company authorized by the Board without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. Section 4.3 Board Composition. The Board shall be comprised of the number of managers that are natural persons (each a "Manager" and collectively the "Managers") as designated by the Member. The Managers on the Board as designated by the Member on the date hereof are set forth on Schedule B attached hereto. Section 4.4 Removal; Vacancies. No Manager may be removed from the Board (with or without cause) except at the written direction of the Member and the Member will thereupon be entitled to appoint an alternative Manager to fill the vacancy. A Manager may resign at any time, such resignation to be made in writing and to take effect immediately or on such later date as may be specified therein. The Member may change or replace its designees to the Board at any time. Any vacancy in the Board, whether created by the removal, resignation or retirement of a Manager or otherwise,shall be filled only by the Member. t-�o Section 4.5 Meetings. The Board shall be entitled to schedule regular meetings. The schedule for such meetings will be determined by the Board. Regularly scheduled meetings of the Board may be held without prior notice, at such time, date and place, within or outside the State of Delaware, as the Board may from time to time decide. Special meetings of the Board, to be held at the offices of the Company (or such other place as shall be determined by the Board), shall be called at the direction of a majority of the Managers upon not less than 24 hours' prior written notice to all Managers, and shall be held at such time and place as is reasonably accommodating to the Managers. Meetings of any committee of the Board, to be held at the offices of the Company (or such other place as shall be determined by such committee), shall be called at the direction of a majority of the members of such committee upon not less than 24 hours' prior written notice to the other Managers on such committee and shall be held at such time and place as is reasonably accommodating to the Managers on such committee. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement. Section 4.6 Quorum. The presence of a majority of the Managers then currently in office shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. The presence of a majority of the Managers then currently in office appointed to a committee of the Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of such committee of the Board. If there is less than a quorum at any meeting of the Board or any committee thereof, such Managers present at the meeting shall adjourn the meeting from time to time and shall cause notice of such adjournment to be delivered to all of the Managers who were absent from the adjourned meeting. Section 4.7 Voting. On all matters requiring the vote or action of the Board or any committee thereof, each Manager shall be entitled to one vote and (i) all actions undertaken by the Board must be authorized (x) at any Board meeting at which a quorum is present, by the affirmative vote of not less than a majority of the members of the entire Board or (y) in the manner specified in this Section 4 with respect to action by written consent and (ii) all actions undertaken by any committee must be authorized(x)at any meeting of a committee of the Board, by the affirmative vote of not less than a majority of the Managers on such committee or (y) in the manner specified in this Section 4 with respect to action by written consent. Section 4.8 Compensation of Board Members. None of the Managers shall receive compensation for service on the Board. Section 4.9 Committees. The Board may, by resolution passed by a majority of the Board, designate one or more committees, each such committee to consist of one or more of the Managers of the Company. Any such committee, to the extent provided in the resolution of the Board or in this Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Section 4.10 Minutes. The Board and each committee thereof shall cause minutes to be prepared reflecting any actions taken at each meeting of the Board and such committee. Such minutes shall be placed in the minute books of the Company and the Company shall make available copies of all such minutes to each Manager. Section 4.11 Action by Written Consent or Telephone Conference. Any action permitted or required by applicable law or this Agreement to be taken at a meeting of the Board or committee thereof may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than a majority of the members of the entire Board or such committee, as applicable. Such consent will have the same force and effect as an affirmative vote at a duly constituted meeting which is cast by those Managers who have signed the consent, and the execution of such consent will constitute attendance or presence in person at a meeting of the Board or committee, as applicable. Prompt notice of the taking of the action without a meeting of the Board shall be given to those Managers who have not consented, if any, but the failure to give such notice shall not affect in any manner the validity or effectiveness of the consent given. Subject to the requirements of the Act, the Certificate of Formation or this Agreement for notice of meetings, the Managers may participate in and hold a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement. Section 4.12 Officers. (a) Appointment of Officers; Vacancies. The Board may, from time to time, designate one or more persons to be officers of the Company (the "Officers") and assign titles to such officers. As of the date hereof, the Officers of the Company are set forth on Schedule C hereto. Any number of offices may be held by the same person. The Board may remove and replace any Officer at any time in its sole discretion. Any vacancy occurring in the office of any Officer may be filled by the Board. Each Officer shall serve in office until such Officer's successor has been appointed and qualified or until the earlier of his or her death, disability, resignation or removal by the Board(with or without cause). (b) Authority of Officers. Each Officer shall have the power and authority to bind the Company. If the title of an Officer designated by the Board is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, unless the Board limits such authorities or duties at the time of such designation or any time thereafter in its discretion and the Officers shall have such powers and perform such duties as may from time to time be assigned to such Officer by the Board. Any delegation pursuant to this Section 4.2(b)may be revoked at any time by the Board. ARTICLE V DISTRIBUTIONS AND ALLOCATIONS Section 5.1 Distributions. In the sole discretion of the Member, the Company may from time to time distribute its available cash to the Member. Section 5.2 Allocations. Allocations of profits and losses shall be made 100% to the Member. ARTICLE VI TAX MATTERS Section 6.1. Status of the Company. It is intended for U.S. federal income tax purposes (and all applicable U.S. state, local and foreign tax purposes), (a) at all times during which the Company has one member for U.S. federal income tax purposes (and applicable U.S. state, local and foreign tax purposes), the Company shall be disregarded as an entity separate from the Member pursuant to U.S. Treasury Regulation Section 301.7701-3 (and all analogous applicable provisions of U.S. state, local and foreign tax law, but only to the extent consistent with such laws) and (b) at all times during which the Company has more than one member for U.S. federal income tax purposes (and applicable U.S. state, local and foreign tax purposes), the Company shall be treated as a partnership pursuant to U.S. Treasury Regulation Section 301.7701-3 (and all analogous applicable provisions of U.S. state, local and foreign tax law, but only to the extent consistent with such laws). No election shall be made under U.S. Treasury Regulation Section 301.7701-3 (or any analogous provisions of U.S. state, local or foreign tax law)to treat the Company as an association taxable as a corporation. To the extent the Company is not disregarded for any U.S. federal, state, local or foreign income or franchise tax purposes, or other tax purposes, the Company shall prepare and file tax returns as necessary, and the Member shall prepare tax returns consistently with such tax returns. Section 6.2 Tax Elections. All tax elections required or permitted to be made under any applicable U.S. federal, state, local or foreign tax law shall be made in the discretion of the Member, and any decision with respect to the treatment of Company transactions on the Company's U.S. federal, state, local or foreign tax returns (if any) shall be made in such manner as may be approved by the Member. ARTICLE VII LIABILITY,EXCULPATION AND INDEMNIFICATION Section 7.1 Liability. Except as provided herein or by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract,tort or otherwise, shall be the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability. 2 Section 7.2 Exculpation. To the fullest extent permitted by applicable law, the Member (including in its capacity as manager) shall not be liable to the Company or any other Person who is bound by this Agreement for (a) any Loss incurred by reason of any act or omission performed or omitted by the Member in the absence of entry of a final and non- appealable judgment of a court of competent jurisdiction finding such Loss to be the result of the Member's bad faith or willful breach of this Agreement, (b) any tax liability imposed on the Company, or(c)any Loss due to the acts or omissions of any employees, brokers or other agents of the Company. Section 7.3 Fiduciary Duty. Any duties (including fiduciary duties) of the Member to the Company that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable law,provided that(a)the foregoing shall not eliminate the obligation of such Member to act in compliance with the express terms of this Agreement and (b) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. Section 7.4 Indemnification. To the fullest extent permitted by law, the Company shall indemnify, pay, protect and hold harmless the Member, Manager and any Officer(on demand of, and to the satisfaction of, such Member, Manager or such Officer) from and against any and all Losses,for(a)any act or omission taken in good faith or suffered by the Member, Manager or any Officer in connection with the conduct of the business or affairs of the Company or otherwise in connection with this Agreement or the matters contemplated herein, or (b) any mistake, negligence, dishonesty or bad faith of any broker, adviser or other agent of the Company selected, engaged or retained with reasonable care by the Member,Manager or any Officer(if any). ARTICLE VIII PLEDGEE'S RIGHTS Section 8.1 Notwithstanding anything contained herein to the contrary, the Member shall be permitted to pledge or hypothecate any or all of its Interests, including, without limitation, all economic rights and privileges, all control rights, authority, and powers, and all status rights as a Member, to any lender to the Company or any affiliate of the Company, or to any agent acting on such lender's behalf, and any Transfer of such Interests pursuant to any such lender's (or agent's) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, subject to the terms of the financing giving rise to any pledge or hypothecation of Interests, the lender(or agent)shall have the right, to the extent set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member and without becoming a Member (unless such lender (or agent) expressly elects in writing to become a Member),to exercise the membership voting rights of the Member granting such pledge or hypothecation and to remove any Manager with or without cause. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with a pledge or hypothecation, to the extent set forth in the applicable pledge or hypothecation agreement, (a)the lender (or agent) or transferee of such lender (or agent), as the case may be, 3 shall, if it so elects, become a Member under this Agreement and shall succeed to all of the rights and powers, including the right to participate in the management of the business and affairs of the Company, and shall be bound by all of the obligations, of a Member under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member shall cease to be a Member and shall have no further rights or powers under this Agreement except that the pledging Member will have the right to such information from the Company as will be necessary for the computation of the pledging Member's tax liability, if any. Notwithstanding anything contained herein to the contrary, no legal opinion shall be required in connection with any pledge or hypothecation of Interests, or any transfer or exercise of rights or remedies pursuant hereto. The execution and delivery of this Agreement by the Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Article VII. In addition, so long as any pledge or hypothecation of Interests is in effect, the Company shall not have the power to divide. Section 8.2 So long as any pledge or hypothecation of any Interests is in effect, no Interests in the Company shall be represented by a certificate unless(a)this Agreement expressly provides that such interests shall be a"security" within the meaning of Article 8 of the Uniform Commercial Code of Delaware and(b)such certificate is delivered to the pledgee. Section 8.3 This Article VII may not be amended or modified so long as any of the Interests are subject to a pledge or hypothecation without the pledgee's (or the transferee of such pledgee's) prior written consent. Each recipient of a pledge or hypothecation of the Interests shall be a third party beneficiary of the provisions of this Article VII. ARTICLE IX ASSIGNMENTS The Member may assign in whole or in part its.Interests. ARTICLE X DISSOLUTION,LIQUIDATION AND TERMINATION Section 10.1 Dissolving Events. The Company shall dissolve and its affairs shall be wound up in the manner hereinafter provided upon the first to occur of the following: (a) the written consent of the Member; and (b) any other event or circumstance which under applicable law would give rise to the dissolution of the Company,unless the Company's existence is continued pursuant to the Act. Section 10.2 Dissolution and Winding-Up. Upon the dissolution of the Company, the Member shall act as liquidator or may appoint one or more Persons as liquidator, and the liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a 4 Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Member. Within a reasonable time after the effective date of dissolution of the Company, the Company's assets shall be distributed in the following manner and order: (i)first,to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by the Member to the Company), whether by payment or the making of reasonable provision for payment, and the expenses of liquidation, whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Member or the liquidating trustee, as the case may be, to be reasonably necessary for the payment of the Company's expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent); (ii) second, to the payment of loans or advances that may have been made by the Member to the Company; and(iii)third,to the Member, provided that no payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full, and provided, further, that if the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them. Section 10.3 Termination. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Article IX. Section 10.4 Claims of the Member. The Member shall look solely to the Company's assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member shall have no recourse against the Company. ARTICLE XI MISCELLANEOUS Section 11.1 Amendments. Amendments to this Agreement may be made only with the consent of the Member. Section 11.2 Headings. The section and other headings of this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Section 11.3 Governing Law. This Agreement shall be governed by the laws of the State of Delaware. Section 11.4 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the f(o application thereof to any Person or any circumstance, is invalid or unenforceable, (a)a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or tuienforceability affect the validity or enforceability of such provision, or the application thereof,in any other jurisdiction. ARTICLE XII DEFINITIONS "Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Loss" shall mean any and all losses, liabilities, claims, damages, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim)of any nature whatsoever,known or unknown,liquidated or unliquidated. "Person"shall mean any individual,corporation,partnership,trust,limited liability company, association or other entity and its successors and permitted assigns. "Subsidiary"shall mean, with respect to any Person, any corporation or other Person whether incorporated or unincorporated,of which at least a majority of the securities or interests having by their terms thereof ordinary voting power to elect at least a majority of the board of directors or other similar governing body of such corporation or other Person is directly or indirectly owned or controlled by such Person. "Transfer"means any direct or indirect sale,assignment, transfer, pledge,encumbrance or hypothecation of an interest in the Company or,the grant of a security interest in any interest in the Company. [signature page follows! 6 CID IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first written above. COMPANY ES OPCO USA LLC, a Delaware limited liability company By: Name:Trace McEuen Tide: Chief Executive Officer MEMBER ENS HOLDINGS III CORP., a Delaware corporation Name:Trace McEuen Title: Chief Executive Officer [Signature Page to A&R LLC Agreement] SCHEDULE A Member Common Units ENS Holdings III Corp. 100(representing 100%of the equity interests) SCHEDULE B Managers of the Board Trace McEuen Tyler Brothers CAS: SCHEDULE C Officers of the Company N me Title Trace McEuen President, Chief Executive Officer, and Secretary Tyler Brothers Vice President, Chief Financial Officer and • Treasurer Ralph Christopher Potts Vice President, Director of Operations James Delaney Vice President, U.S. Regional Sales Director Nathan John Tamialis Vice President, U.S. Regional Sales Director CA0 3/12/2021 8-K 8-K Form nivar Solutions Inc. Current report, items 2.01 , 7.01 , and 9.01 SEC.report(https://sec.reportl) / Univar Solutions Inc. (/CIK/0001494319) / Form 8-K (/Documentl0001193125-20-001782/) / (Filer) Published: 0-01-06 08;06 03,,,(2020,-0.1„-00TQ$;06,;03,-Q40.) Submitted: 2020-01-06 Filing Agent: DONNELLEY FINANCIAL SOLUTIONS/FA/ (/CIK/0001193125) Period Ending In: 2019-12-31 Interactive XBRL Filing (/Document/0001193125-20-001782/Interactive-1) ! I� About Form 8-K (/Form/8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report(Date of earliest event reported): January 6,2020 (December 31,2019) Univar Solutions Inc. (Exact name of registrant specified in its charter) Delaware 001-37443 26-1251958 (State or Other Jurisdiction (Commission (I.R.S.Employer Of Incorporation) File Number) Identification No.) 3075 Highland Parkway,Suite 200 Downers Grove,IL 60515 (Address of principal executive offices,including zip code) (331)777-6000 https://sec.report/Docurnont/0001193125-20-001782/d860665d81c.htm '1/4 ,1� 3/12/2021 8-1<8-K (Registrant's telephone number;including area code) Not applicable (Fortner name or former address,if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions(see General Instruction A.2.below): ❑ Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425) ❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12) O Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act(17 CFR 240.14d-2(b)) ❑ Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act(17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)of the Act: Trading Name of each exchange Title of each class symbol(s) on which registered Common Stock($0.01 par value) UNVR New York Stock Exchange If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act. ❑ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (0230.405 of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter). Emerging growth company 0 C At7 https://sec.report/Document/0001193125-20-001782/d880665d8k.htm ` 2/4 3/12/2021 8-K 8-K Item 2.01 Completion of Acquisition or Disposition of Assets. On December 31,2019,Univac Solutions Inc.(the"Company")completed the previously announced sale of the Company's Environmental Sciences business(the"Environmental Sciences Business")to AEA Investors and its affiliates,pursuant to an amended and restated securities purchase agreement,dated as of December 30,2019(the"Purchase Agreement"),by and among the Company,Univar Solutions USA Inc.,Univar Canada LTD(collectively with the Company and Univar Solutions USA Inc.,the "Sellers"),ENS Holdings III Corp.,ENS Canada Holdings Corp.and ENS Holdings II Corp.(collectively with ENS Holdings Ill Corp.and ENS Canada Holdings Corp.,the"Buyers"). At the closing of the transaction,the Sellers sold all of their ownership interests in the Company's subsidiaries:ES OpCo USA LLC,Sistemas Ecologicos Para el Control de Plagas S.A.de C.V.and ES OpCo Canada II ULC,resulting in the Buyers acquiring all of the Environmental Sciences Business.As previously disclosed,the aggregate purchase price of$195 million consisted of $190 million in cash and a$5 million subordinated note issued by ENS Holdings II Corp.,subject to certain customary and other pre-and post-closing adjustments,including as described in the unaudited pro forma financial information included as Exhibit 99.2 to this Current Report on Form 8-K.In line with its previously stated commitment,the Company will use the net proceeds from the transaction to paydown its existing term loan debt balance. Item 7.01 Regulation FD. On January 6,2020,the Company issued a press release announcing the completion of the sale of the Environmental Sciences Business.A copy of the press release is attached as Exhibit 99.1. The information furnished pursuant to Item 7.01,including Exhibit 99.1,shall not be deemed"filed"for purposes of Section 18 of the Securities Exchange Act of 1934(the"Exchange Act")or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the { Exchange Act. Item 9.01 Financial Statements and Exhibits. (b)Pro Forma Financial Information. The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30,2019 and the unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended September 30,2019 and for the year ended December 31,2018,which give pro forma effect to the disposition of the Environmental Sciences Business,are included as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated into this Item 9.01 by reference. (d)Exhibits. Exhibit Number Description 99.1 Press release issued on January 6,2020.(d860665dex991.htm) 99.2 Unaudited Pro Forma Condensed Consolidated Financial Information of Univar Solutions Inc.(d860665dex992.htm) 104 Cover Page Interactive Data File(embedded within the Inline XBRL document). Ci 3/4 https://sec.report/Document/0001193125-20-001782/d860665d8k.htm 3/12/2021 8-K 8-K SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,. the registrant has duly caused this report to he signed on its behalf by the undersigned hereunto duly authorized. Dated:January 6,2020 UNIVAR SOLUTIONS INC. By: /s/Noelle J.Perkins Nam Noelle J.Perkins e: Title Senior Vice President,General Counsel and Secretary ©2021 SEC.report I Contact(https://sec.report/contact.php) I „ (https://www.reddit.com/search/? q=site%3Asec.report) I (https://twitter.com/Edgarinsider) Data is automatically aggregated and provided "as is"without any representations or warranties, express or implied. SEC.report is not affiliated with the U.S. S.E.C. or EDGAR System. Disclosure & Privacy Policy (https://sec.report/privacy_policy.php) SEC CFR Title 17 of the Code of Federal Regulations. (https://ecfr.io/Title-17/) https://sec.report/Document/0001193125-20-001782/d860665d8k.htm c;NO 4/4 ACCoRd CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 2/15/2022 2/12/2021 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). CONTACT PRODUCER Lockton Companies NAME: 1185 Avenue of the Americas,Suite 2010 PHONE FAX New York NY 10036 (A/C.No.Ext): (A/C,No): IL 646-572-7300 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Navigators Specialty Insurance Company 36056 INSURED ES OpCo USA LLC INSURER B:Hartford Casualty Insurance Company 29424 1484590 10800 Pecan Park Blvd INSURER C:Hartford Underwriters Insurance Company 30104 Austin TX 78759 INSURER D:Twin City Fire Insurance Company 29459 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 17092715 REVISION NUMBER: XXXX� { THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP/Y LIMITS LTR INSD WVD POLICY NUMBER (MM/DDYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y N NY21NP3Z07CPTIC 2/15/2021 2/15/2022 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 300,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT ,LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY NN 08 UEN BB3536 2/15/2021 2/15/2022 COMBINED SINGLE LIMIT $ C X ANY AUTO 08 AB BN0940(HI) 2/15/2021 2/15/2022 SE@ accident) 1,000,000 BODILY INJURY(Per person) $ XXX� C OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ XXXXXXX A X UMBRELLA LIAB X OCCUR N N NY21NP3Z07CPTIC 2/15/2021 2/15/2022 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,000 DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- D AND EMPLOYERS'LIABILITY Y/N N 08 WB AH9YLH 2/15/2021 2/15/2022 X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Pollution N N NY21NP3Z07CPTIC 2/15/2021 2/15/2022 Limit:$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Bid 19-7586-Supply and delivery of herbicides,fungicides,and pesticides.Certificate holder includes:Collier county board of county commissioners or board of county commissioners in collier county or collier county government.Collier county board of county commissioners or board of county commissioners in collier county or collier county government are included as additional insured with respect to general liability on a primary non-contributory basis as required by written contract. CERTIFICATE HOLDER CANCELLATION 17092715 Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Trail E THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami FL Tr ACCORDANCE WITH THE POLICY PROVISIONS. 4112 AUTHORIZED REPRE,SE AT E htei --(i? 47,e1726-6.- ©1 88-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Detail by Entity Name Page 1 of 2 Florida Department of State DIVISION OF CORPORATIONS ti JIvniot i of rAJ (1V.org (1) PDi) I'r [!wilt r atr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company ES OPCO USA LLC Filing Information Document Number M19000011194 FEI/EIN Number 84-3689531 Date Filed 11/21/2019 State DE Status ACTIVE Principal Address 10800 PECAN PARK BLVD SUITE 300 AUSTIN,TX 78750 Changed: 09/10/2020 Mailing Address 10800 PECAN PARK BLVD SUITE 300 AUSTIN,TX 78750 Changed: 09/10/2020 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Authorized Person(s)Detail Name&Address Title Manager MCEUEN,TRACY 10800 PECAN PARK BLVD SUITE 300 AUSTIN,TX 78750 Title Manager BROTHERS,TYLER http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 3/17/2021 Detail by Entity Name Page 2 of 2 10800 PECAN PARK BLVD SUITE 300 AUSTIN,TX 78750 Title Authorized Representative OLDS, RICK 10800 PECAN PARK BLVD SUITE 300 AUSTIN,TX 78750 Annual Reports Report Year Filed Date 2020 09/10/2020 Document Images 09/10/2020—ANNUAL REPORT View image in PDF format 11/21/2019--Foreign Limited View image in PDF format Ronda Department of State,Derision of Corporations http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 3/17/2021