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1st Addendum 10/18/2017ADDENDUM TO AGREEMENT FOR DISASTER RESPONSE AND RECOVERY SERVICES THIS ADDENDUM TO AGREEMENT FOR DI ASTER RESPONSE AND RECOVERY SERVICES (this "Addendum ") is made and entered into as of the LVhday of October, 2017, by and between ASHBRITT, INC., a Florida corporation ( "Contractor ") and MONROE COUNTY, a political subdivision of the State of Florida, through the Monroe County Board of Commissioners ( "County ") (`collectively the "Parties "). RECITALS A. Contractor and County entered into that certain Agreement for Disaster Response and Recovery Services dated June 21, 2017 (the "Agreement "), whereby Contractor has contracted with County for services which include but are not limited to disaster response, recovery services, and removal debris (collectively, the "Disaster Response and Recovery Services "); B. As part of efforts to clean -up and comply with the Agreement post Hurricane Irma, Contractor has entered into the License Agreement dated September 21, 2017 ( "License ") with CEMEX Construction Materials Florida, LLC, a Delaware limited liability company, ( "CEMEX ") to use that certain License Area (as defined in the License) as a site for Temporary Disaster Storage and Reduction ( "TDSR "). The License is attached hereto and incorporated as Exhibit "A ". C. The Parties desire to amend the Agreement to include the reimbursement by County to Contractor for the monthly license fees due under the License. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreement stated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and County agree as follows: 1. Incorporation of Recitals The above recitals are true and correct and are incorporated herein as if set forth in full. 2. Reimbursement For so long as the Agreement is in effect, during the term (as may be extended) of the License, the County agrees to reimburse Contractor in arrears for the monthly license fee of Eighty- Thousand Dollars and 00 /100 ($80,000.00) ( "Monthly License Fee "). County shall also reimburse Contractor for the prorated payment for September in the amount of Forty-Eight Thousand Dollars and 00 /100 ($48,000.00) ( "Prorated License Fee "). As a condition precedent for any payment due under this Section 2, the Contractor shall submit monthly a proper invoice to the County requesting payment for the applicable Monthly License Fee or Prorated License Fee. The Contractor's invoice shall describe with reasonable particularity the applicable Monthly License Fee or Prorated License Fee and shall be accompanied by documentation or data in order to necessitate payment by the Clerk of the Court and subsequent reimbursement by the Federal Emergency Management Administration ( "FEMA ") to Monroe County. Payment will be made pursuant to the Local Government Prompt Payment Act Section 218.70, Florida Statutes. Payment shall be made to Contractor at its address stated in the Agreement or at such other addresses as Contractor may designate in writing to County. 3. Relocation Pursuant to Paragraph 14 of the License, the License Area may be relocated by CEMEX. Contractor shall provide County with any notice given by CEMEX regarding relocation. 4. General Provisions All defined terms in this Addendum shall have the same meaning as in the Agreement, except if otherwise noted. Except as amended and modified by this Addendum, all of the terms, covenants, conditions, and agreements of the Agreement shall remain in full force and effect. In the event of any conflict between the provisions of the Agreement and the provisions of this Addendum, this Addendum shall control to the extent as applicable. 5. Binding Effect: Choice of Law This Addendum shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State of Florida. 00098596 - v4 6. Authority The Parties each represent and warrant to the other that each has full authority to execute this Addendum without the joinder or consent of any other party and that each party has not assigned any of its right, title, and interest in the Agreement to any other party. 7. Counterparts This Addendum may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one instrument. A PDF signature shall be deemed for all purposes to be an original. [REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE TO FOLLOW] 00098596 - v4 2 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above. Contractor: ASHBRITT, I o ' a corporation By: _ Print Name: Title: The foregoing instrument was acknowledged before me this / 2- day of 2017, by � 1-11 Who is personally known to me or ( ) produced a driver's license as identification. - r " �'�• CHRISTINA DEMtD10 A Y PUBLIC, �OF RI DA ._ Notary Public -State of Florida 4 X / &A A4 o Commission r GG 042260 Print, type of stamp commissioned name of a� My Comm. Expires Feb 19, 2021 County' (SEAL) "Attest: KEVIN MADOK, Clerk Deputy Clerk notary Monroe County, a Political Subdivision of the State of Florida Y MAYOR Approved as to Form MONROE COUNTY ATTORNEY L AFPK,OVXD AS TO FORM- CHRISTINE LIMBERT- BARROWS ASSISTANT OU�EY DATE: 00098596 - v4 U- O •• C*j 1-= U G.), VO fl X - C-3 tL N LJ ia3 C) U 1 e� C} tom ' 7-- r notary Monroe County, a Political Subdivision of the State of Florida Y MAYOR Approved as to Form MONROE COUNTY ATTORNEY L AFPK,OVXD AS TO FORM- CHRISTINE LIMBERT- BARROWS ASSISTANT OU�EY DATE: 00098596 - v4 Exhibit A LICENSE AGREEMENT This License Agreement (the "Agreement ") is effective as of September 12, 2017 (the "Effective Date ") by and between CEMEX Construction Materials Florida, LLC, a Delaware limited liability company ( "Cemex" or "Licensor") and AshBritt, Inc. a Florida corporation ( "Licensee "). Cemex owns certain real property in Monroe County, FL known as Tavernier Readymix Plant, with an address of 92501 Overseas Highway, Key Largo, FL, identified by the Monroe County Property Appraiser as RE Number 00089490 -000000 (the "Property"); and Licensee has requested the right to use a portion of the Property for storm debris storage and management (the "Permitted Use "); and Cemex is willing to grant Licensee a license solely for the Permitted Use subject to the terms and in accordance with the conditions set forth herein. NOW THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, and for other good and valuable consideration received by the parties the receipt and sufficiency of which are hereby acknowledged, Cemex and Licensee agree and intend to be legally bound as follows: I. Grant of Licemm Rights of IN= wW F&M Cemex hereby grants to Licensee, and Licensee accepts, a non - transferable, non - exclusive, revocable license (the "License ") to that portion of the Property identified as the "License Area" on the sketch attached hereto on Exhibit A solely for conducting the Permitted Use, for purposes of exercising the rights, privileges and License granted herein. 2. Term This License is granted for a term of six (6) months commencing on the Effective Date and ending March 31, 2018 (the "Initial Tenn ") unless earlier terminated or revoked as set forth herein. Provided that Licensee is not in default under this Agreement, then Licensee shall have the option to extend the Initial Tenn for three (3) additional periods of three (3) months each (each a "Renewal Term "). Each such renewal option shall be exercisable by Licensee's delivery of written notice to Cemex no later than thirty (30) days prior to the expiration of the then current tern. The Initial Term and, if exercised in accordance with this Agreement, each of the Renewal Terms set forth in this Section 2 are collectively the "Term ". 3. Consideration In consideration for the License, Licensee shall pay to Cemex, a monthly License fee of eighty thousand dollars ($80,000). Such License fee shall be prorated for the month of September 2017 in the amount of forty-eight thousand dollars (1;48,000). 4. Insurance Prior to commencement of operations on the License Area or entry upon the License Area or Property, Licensee shall (i) comply with the insurance requirements set forth in Exhibit B and (ii) provide Cemex with a certificate of insurance naming Cemex and its affiliates as an additional named insured. Insurance coverage meeting the requirements of Exhibit shall be maintained in full force and effect for and during the Term of this Agreement. 5. Termination The License may be revoked and this Agreement terminated if Licensee fails to perform or comply with any of the terms, conditions or covenants of this Agreement or if Cemex exercises its right to terminate as set forth under Sections 6 and 7. Nothing contained herein shall limit Cemex's rights to avail itself of all remedies available to it in law or in equity. Upon termination, revocation or expiration of this Agreement, Licensee shall, at Licensee's sole liability, cost and expense, have ten (10) days to remove all improvements (except as set forth in Section 10), equipment, inventory, materials, debris, waste, signs and personal property placed thereon by Licensee ("Licensee Property "), with any damage from such removal promptly repaired at the sole expense of Licensee. Any such Licensee Property not removed within ten (10) days of termination or expiration of this Agreement may be removed and discarded by Cemex with no liability of Cemex to Licensee. Licensee shall restore the License Area to the condition existing at the time of the execution of this Agreement, ordinary wear and tear excepted. Any direct or indirect cost or expense incurred by Cemex for restoration of the License Area or removal or storage of any Licensee Property, including but not limited to costs incurred by Cemex due to removal, remediation, handling, transportation, delivery and disposal of debris, waste or other hazardous or industrial waste shall be paid by Licensee to Cemex upon demand for same. Cemex's removal, remediation, handling, transportation, delivery and disposal of debris, waste and recycled materials or other hazardous or industrial waste under this Section shall not, in any way, forgive, lessen, modify or otherwise offset Lessee's indemnification obligations hereunder. 6. Permits a. Agplieable Laws. Licensee agrees to comply with all laws, statutes, ordinances, regulations and codes of, all applicable local, state and federal agencies (collectively, the "Applicable Laws ") required for the Permitted Use in, on or from the License Area b. Permits. i. Govemmental AR RE= This License and all rights of Licensee are subject to and subordinate to any local, state or federal permit, approval, zoning requirement or other governmental approval or requirement applicable to the License Area, the Permitted Use, or Licensee's operations ( "Govemmental Approval "). Licensee agrees to comply with all easements, restrictions, covenants, conditions and other matters of record, all zoning, land use, and other laws, codes, statutes, regulations, orders and the like, including Governmental Approvals. ii. Cemex Permits. This License and all rights of Licensee are further subject to and subordinate to, and Licensee agrees to comply with all Cemex permits and licenses with respect to the Property ( "Cemex Permits "). iii. Licensee Permits Notwithstanding Sections 6(bxi) and 6(bxii), Licensee shall obtain any and all approvals, permits and licenses, that may be required for Licensee's use and performance of the Permitted Use in, on or from the License Area (collectively, "Licensee Permits "). Licensee shall be responsible for full and complete compliance with all conditions of such Licensee Permits which shall be maintained in full force and effect for and during the term of this Agreement; provided however, that Licensee shall not obtain any Licensee Permit that will or is likely to adversely affect any Governmental Approval, Cemex Permit or restrict, impede or materially interfere with Centex's operations on the Property. Licensee agrees to provide copies of all applications for all such Licensee Permits to Cemex for approval prior to filing with any governmental authority. If Cemex, in its sole discretion, determines that any application or Licensee Permit could impact any Governmental Approval, Cemex Permit or Cemex's operations on the Property, Cemex shall notify Licensee within thirty (30) days of receipt of such application or Licensee Permit and Licensee shall, prior to submitting such application or Licensee Permit with the governmental authority, modify the application or Licensee Permit as necessary to eliminate such potential impact. Upon termination, revocation or expiration of this Agreement, at Cemex's request, Licensee shall assign, if assignable, all Licensee Permits for the Permitted Use then in effect to Cemex; provided, however, such assignment shall not release Licensee from any obligations under any Licensee Permits accruing prior to the date of transfer. iv. If, at any time Licensee receives any notice of non - compliance, violation, expiration or termination (each an "Infraction ") with respect to any Governmental Approval, Comex Permit or Licensee Permit, then Licensee shall, at its sole cost and expense, immediately provide verbal notice thereof to Cemex as well as written notice to Comex in the manner required by this Agreement, which notice shall identify the nature of the Infraction and the procedures taken or to be taken by Licensee to cure. If Cemex, in its sole discretion, determines that any Infraction could impact any Governmental Approval, Comex Permit or Cemex's operations on the Property, then Cemex may terminate this Agreement immediately as set forth in Section S; provided however that such termination shall not release Licensee from any liability or Licensee's indemnification obligations hereunder. 7. Environmental If required as a result of the Permitted Use, and subject to the provisions of this Agreement: a. Licensee shall install, operate and maintain all necessary and adequate facilities for the control of air, soil and surface and subsurface water pollution which shall meet all requirements of all Applicable Laws and any Comex Permits. b. Licensee shall observe such standards of operation and conduct as are (i) requisite to avoid conditions which may be hazardous to employees or property of Comex or to third parties; and (ii) requisite to prevent the release of air, soil and surface and subsurface water contaminants, dust, or matter that is hazardous or offensive to employees of Cemex or third parties or in violation of any Comex Permit or conditions of Section 6. Licensee shall comply with all Applicable Laws pertaining to the protection of the environment and shall not create any condition that would be subject to redress or corrective action under any such Applicable Laws, including, without limitation, Licensee shall (A) cause all hazardous materials and substances, resulting from Licensee's activities at the License Area or Licensee's use of the License Area, to be properly removed from the Property and properly disposed of in accordance with all Applicable Laws; and (B) not install or permit to be installed any fuel, chemical, byproduct storage or discharge tanks (collectively "Tanks') without the prior written consent of Comex. a. If Licensee's activities at the License Area or Licensee's use of the License Area (i) results in a release of hazardous substances; (ii) gives rise to any claim or requires a response under common law or Applicable Laws, Governmental Approval, Comex Permits or Licensee Permits; (iii) causes a significant public health effect; or (iv) creates a nuisance (each a "Condition "), then Licensee shall, at its sole cost and expense: (A) immediately provide verbal notice thereof to Comex as well as notice to Cemex in the manner required by this Agreement, which notice shall identify the hazardous substances involved and the emergency procedures taken or to be taken; and (B) promptly take all action in response to such situation required by Applicable Laws, provided that Licensee shall first obtain Cemex's approval of the non - emergency remediation plan to be undertaken. If Comex, in its sole discretion, determines that any Condition could impact Cemex's operations at the Property, any Governmental Approval, or any other permits, Comex may terminate this Agreement immediately as set forth in Section 5; provided however that such termination shall not release Licensee from any liability or Licensee's indemnification obligations hereunder. b. Licensee shall be liable for and shall release, indemnify and hold harmless Comex for any and all claims, actions, demands, losses, liabilities, damages or injury occasioned by the escape, discharge, dispersal release, seepage, leakage or spillage of any hazardous substance or Licensee's breach of this Section 7. The obligations of this Section 7 shall survive the termination, revocation or expiration of this Agreement. 8. Covenants of Licensee Licensee hereby agrees to: a. Not access or attempt to access any portion of the Property other than the License Area. b. Conduct its operations exclusively within the License Area and use the License Area solely for the Permitted Use and for no other purpose whatsoever. c. Not to unreasonably interfere with or or disrupt the operations or business of Cemex or its contractors on the Property. Property d. Only operate in and on the License Area during regular working hours of 7:00 am. to 7:00 p.m. on weekdays]; provided, however, that Licensee may operate outside these hours if permitted by Applicable Law and if Licensee provides notice (at least 48 hours) to Cemex and provided there are no conflicts, as determined in Cemex's sole discretion, with Cemex's business operations on the Property, and all Applicable Laws, Governmental Approval and Cemex Permits. e. Conduct its operations in a good, safe, workmanlike manner, using appropriate safety personnel and equipment, and in compliance with all Applicable Laws, including, without limitation, compliance at all times by Licensee and its employees, agents, and invitees with Cemex's site, security and safety rules attached hereto as Exhibit C . f. Not construct any improvements to or make any alterations of the License Area, except as permitted by this Agreement. 9. Access by Cemex Cemex retains the right to enter upon the License Area for such purposes as Cemex, in its sole discretion, may deem appropriate, including, without limitation, to conduct inspections and tests for the purpose of ascertaining the extent of Licensee's compliance with its obligations hereunder. 10. lImpmvenmts: Alteratlarm a ImpmemeML Licensee shall not construct any improvements to or make any alterations to the License Area, except as permitted by this Agreement. Any improvements or alterations shall be made in compliance with Applicable Laws. Plans for any improvements or alterations to the License Area by Licensee shall be submitted to Cemex for review and approval prior to construction. Cemex may, in its sole discretion, reject any plans for any improvements or alterations. Cemex's approval of Licensee's plans and specifications for any improvements or alterations to the License Area shall not be deemed to be representation by Cemex that such plans and specifications comply with applicable insurance requirements, Applicable Laws, or Cemex's site, security and safety rules, or that the improvements or alterations installed in accordance with such plans and specifications will be adequate for Licensee's use. b. Fmcet Gates Licensee shall, at its sole cost and expense and subject to Section 10(a), have the right to install and construct a fence around the License Area together with gates; provided however that Licensee shall not use any existing gate, fence or lock, or install any gate, fence or lock in, 4 on, to or from the License Area in any manner that prevents Cemex or any third party from using or accessing Cemex's Property. Any fence and gates installed by Licensee hereto will, at termination, revocation or expiration of this Agreement, remain upon and be surrendered with the License Area and become the property of Cemex; provided, however, that Cemex, may at its option, require Licensee to remove such fencing and gates as set forth in Section 5. IL Security: Access. Licensee accepts full responsibility for security of the License Area and Licensee's assets, personnel, agents and invitees. Licensee acknowledges and agrees that Licensee shall have access to the License Area only during the Access Hours. Licensee shall not lock any gate or entryway in a manner that prevents Cemex or its invitees from using any road or any lock(s) to access the Property. It is understood that the License Area is to be used by the guests, invitees, and employees of the Licensee and Licensee will not otherwise hold the License Area open for use by the general public. 12. Utilities Licensee shall be responsible for trash removal and providing water, gas, sewage, electricity, heat, or any other utility services and supplies that may be necessary or desirable in connection with Licensee's use of the License Area. Licensee shall contract directly with any provider or utility company for such services or supplies, and Licensee shall pay for the same directly, and shall defend, indemnify and hold Cemex harmless from such costs or expenses, and shall reimburse Cemex any and all costs, including penalties and other assessments for such utilities, if paid by Cemex. 13. Taxes Licensee shall pay all taxes and assessments due in connection with Licensee's operations or the Permitted Use including, but not limited to, sales taxes, taxes on any improvements, equipment and personal property, and any and all other governmental taxes, license fees, assessments, or charges imposed on or as a result of Licensee's operations and Permitted Use on, in or from the License Area. Licensee shall not be charged real property or ad valorem taxes; provided however, that if as a result of Licensee's operations or the Permitted Use in, on or from the License Area, Cemex's real property or ad valorem taxes and assessments increase, then Licensee shall be responsible for any such increased taxes or assessments upon any of the License Area on a pro -rated basis that Cemex reasonably determines is applicable to the License Area, giving due consideration to the relative size of the License Area and the value of the land and improvements reflected in the applicable tax valuation to the overall Property. 14. RAIMig Cemex reserves the right, at any time, from time to time, and in its sole discretion, to relocate Licensee's operations within the Property at any time during the term of this Agreement. In such event, Cemex shall provide Licensee notice of such relocation with thirty (30) days prior written notice. Licensee shall clean the vacated area and restore such area to a condition equal to the condition as of the date Licensee took possession of the License Area. 15. Maintenan= Renair Licensee shall keep the License Area and Licensee's equipment and personal property in a neat, clean and orderly condition at all times during the term of this Agreement. Licensee, at its sole expense, shall be responsible for all repairs and maintenance to the License Area and the Property, resulting from Licensee's use of the License Area and improvements or alterations, if any, to the License Area. Licensee shall promptly repair any damage to the License Area or the Property caused by Licensee, its agents or invitees. 16. 1Disclaimer of Warranty or 922mmav&n . This License is granted to Licensee without warranty or representation whatsoever by Cemex, express or implied, as to the suitability of the License Area for License's intended use, or otherwise. Licensee accepts the License Area in an "as is" condition in all respects, and without warranty or representation by Cemex whatsoever, and without obligation on behalf of the Cemex to make any improvements to or maintain the License Area in any respect. Licensee acknowledges that it has had an opportunity to do investigations of the License Area as Licensee requires or as Licensee deems necessary in connection with the License Area or the Permitted Use, and Licensee hereby accepts the License Area in an "as is" condition in all respects, and without warranty or representation whatsoever by Comex, expressed or implied or otherwise. Licensee acknowledges and is aware that the Property and License Area are sites of heavy industrial activity which may involve the presence and /or use of hazardous materials and substances and/or industrial wastes, and Licensee knowingly and voluntarily assumes all risk of injury and damage to Licensee and Licensee's property, employees, invitees and others working directly or indirectly for the Licensee, caused by exposure to such hazardous materials and substances and/or industrial wastes. Licensee agrees to fully advise all of its employees, invitees and others working for Licensee at the License Area of all necessary environmental, site, security and safety rules required by Comex. Licensee warrants that any employee and invitee that will be working at the License Area and subject to such potential exposure has received, prior to performing any work, all training required by all Applicable Laws. 17. Indemnification. Licensee expressly agrees to indemnify, save and hold harmless, Comex and its parent, affiliates, subsidiaries and each of its and their respective officers, directors, agents and employees (each a "Comex Indemnified Party") from and against all liabilities, claims, costs, expenses, fines, charges and assessments, including reasonable attorneys' fees and expenses arising from or out of the Licensee's (i) use of the License Area or the Property; (ii) violation of any Applicable Law; or (iii) breach of this Agreement, including, but not limited to, claims of death, personal injury, property damage, or environmental damage, arising from, caused by, or occurring in connection with any performance, acts or omissions of Licensee or its employees, agents, contractors, subcontractors, invitees or anyone claiming through or under Licensee. 18. Re I Licensee hereby releases the Comex Indemnified Parties from all claims for damages or injury to persons or property arising from Licensee's exercise of the License and use of the License Area, other than damages or injury arising from Comex's gross negligence. Comex shall have no responsibility for any damage to or of Licensee's property or equipment. Comex shall have no obligation whatsoever to perform any maintenance or to make any repairs or replacements to improvements, if any, in or on the Property. All such maintenance, repairs and replacement shall be Licensee's sole responsibility and at Licensee's expense. 19. Li ns. Licensee, its agents, invitees and other representatives shall keep the License Area and improvements, if any, and the License Area free from liens and claims of liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Licensee. Licensee shall directly pay for all costs associated with satisfying any lien and shall defend, indemnify and hold the Comex Indemnified Parties harmless from all costs or expenses incurred in connection with satisfaction of any lien. 20. Miscellaneous. a. Notice All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given if delivered or if mailed, by United States certified or registered mail, postage prepaid, or by a recognized and reputable overnight courier, or via facsimile to the parties at the following addresses, and any such notice shall be deemed given: (i) if served in person, when served; (ii) if by overnight courier, on the first business day after delivery to the courier; or (iii) if by U.S. Mail, certified or registered mail, return receipt requested on the fourth (4th) day after deposit in the mail postage prepaid. Any party may change its address from time to time by notice given in accordance herewith. Notices to Comex shall be addressed to Comex 1501 Belvedere Road, West Palm Beach, FL 33406 with a copy to counsel at 1501 Belvedere Road, West Palm Beach, FL 33406. Notices mailed to Licensee shall be addressed as set forth on the signature page. b. No Assignment. This License is personal to the Licensee and is not assignable or transferable by Licensee. Licensee shall not sublicense, let or sublet all or any part of the License Area. c. ;survival of Obligations and Liability Any obligation of either party hereto arising pursuant to the License out of acts, omissions or conditions occurring or existing prior to any expiration or termination of the License shall survive said expiration or termination. Further, any liability and indebtedness of Licensee arising out of acts, omissions or conditions occurring or existing prior to any expiration or termination of the License shall survive said expiration or termination. d. Attorney's Fees. In connection with any litigation, including appellate proceedings arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. e. No Recording This Agreement or any reference thereto shall not be recorded in any public records. f. Applicable Law This Agreement, and all rights and obligations of the Parties relating to this Agreement, shall be governed by and construed in accordance with the domestic laws of the State of Florida. g. Relationship Nothing contained herein shall create any business relationship between Cemex and Licensee, or create any partnership between Cemex or Licensee, other than the relationship of licensor and licensee as set forth herein. h. No Waiver No waiver or delay in enforcement of any breach of any term, covenant or condition of this Agreement shall be construed as a waiver of any preceding or succeeding breach of any other term, covenant or condition of this Agreement. i. Headla" Sevembility The descriptive headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law and, as modified, enforced. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision, as if such illegal, invalid or unenforceable provision had not been contained herein. j. This Agreement may be executed in two or more counterparts, and by facsimile signatures or portable document format (.pdf or similar format), each of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same instrument. k. Entire AgMnant . This Agreement, together with the Exhibits hereto, contain the understanding between the parties hereto, and may be amended or modified only by written agreement signed by the parties. No agreement, representation or other communication shall be binding upon or enforceable against either party, unless such agreement, representation or other communication is set forth in writing executed by an authorized officer or agent of each party. 7 h. No Waive No waiver or delay in enforcement of any breach of any term, covenant or condition of this Agreement shall be construed as a waiver of any preceding or succeeding breach of any other term, covenant or condition of this Agreement. i. . The descriptive headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law and, as modified, enforced. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision, as if such illegal, invalid or unenforceable provision had not been contained herein. j. Counterparts This Agreement may be executed in two or more counterparts, and by facsimile signatures or portable document format (.pdf or similar format), each of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same instrument. k. Entire Agrment This Agreement, together with the Exhibits hereto, contain the understanding between the parties hereto, and may be amended or modified only by written agreement signed by the parties. No agreement, representation or other communication shall be binding upon or enforceable against either party, unless such agreement, representation or other communication is set forth in writing executed by an authorized officer or agent of each party. The parties hereto have caused this Agreement to be executed and delivered for and in their names by their duly authorized officers all as of the day and year first above written. AshBritt, Inc. By: Print Name: Its: EIN• 7M Address: 565 E. Hillsboro Blvd. Deerfield Beach, FL 33441 CEMEX Construction Materials Florida, LLC By: Print Na Its • V 14. 6 ?Rr&.%O swYVf 9/12/2017 Gove Maps p glQ License Area � t YRi4J Imagery 02017 Goo9k, Map data 4017 Goo9k United States 100 ft r.i r� 7 httpsJlwww. google .comhnaps/®25.0159211, -80. 5094799 ,292m /data- 13m1!1e3?hi =en 1/1 Lo SS A&M EXHIBIT B INSURANCE REQUIREMENTS During the life of the Agreement and for such additional time as may be further required, the Licensee shall provide, pay for and maintain in full force and effect insurance outlined herein covering its own activities and those of any and all contractors and subcontractors. 1. Cross Liability and Subrogation Requirements. The policy or policies providing insurance as required above shall incorporate the following "Cross Liability" and "Subrogation" requirements: Where more than one party comprises "The Insured ", each of the parties shall for the purpose of this section be considered as a separate and distinct unit and the words "The Insured" shall be considered as applying to each party in the same manner as if a separate policy had been issued to each of the said parties and the insurers hereby agree to waive all rights of subrogation or action which the insurers may have or acquire against any loss of the aforesaid parties arising out of any accident in respect of which any claim is made hereunder. 2. Additional Named Insured Endorsement. The policy or policies providing insurance as required (and when applicable), with the exception of workers compensation and employers' liability, shall defend and include Comex Construction Materials Florida, LLC and its affiliates and all their respective subsidiaries (collectively "Comex "), their agents and employees as Additional Named Insureds as respects work performed pursuant or incidental to the contract. 3. No Reduction of Limit of Obligation. Insurance affected or procured by Licensee shall not reduce or limit Licensee contractual obligation to indemnify and defend Cemex for claims or suits brought which result from or are in connection with the performance of the contract. 4. Duration of Coverage. All required insurance coverages shall be maintained during the entire term of the Agreement. 5. Insurer Requirements. All insurance should be provided through companies authorized to do business in the State of Florida and considered acceptable by Comex. 6. Retentions/Deductibles. In the event that the Licensee has any self - insured retentions or deductibles under any of the following minimum required coverages, these self - insured retentions or deductibles shall be the sole responsibility of the Licensee. 7. Certificates of Insurance. Before entering the Property, Licensee shall provide to Comex a certificate of insurance completed by its insurance carrier (being a company holding a "General Policy Holders Rating of "A' or better as set forth in the most current issue of A.M. Best's Insurance Guide "), agent or broker certifying that at least the minimum insurance coverages required are in effect and specifying that the liability coverages are written on an occurrence form and that the coverages will not be cancelled, non - renewed or materially changed without thirty (30) days advance written notice to Comex or its affiliates. The acceptance of delivery of Comex or its affiliates of any certificate of insurance evidencing the insurance coverages and limits required in the License does not constitute approval or agreement by Comex or its affiliates that the insurance requirements in the License have been met or that the insurance policies shown in the certificates of insurance are in compliance with the License requirements. 8, Worker's Compensation Limits: Worker's CompensationStatutory Employer's Liability $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease per Employee 9. Automobile Liability Limits: $1,000,000 Combined Single Limit Each Accident Coverage: *Additional Named Insured Endorsement (when applicable) *All owned, non - owned, leased, hired, or borrowed vehicles 10. General Liability Limits: $1,000,000 Each Occurrence Limit Coverage: *1986 (or later) ISO Comprehensive General Liability Form (Occurrence Form) *Additional Named Insured Endorsement *Dedicated Limits per Project site (applicable to construction projects) *Completed Operation Coverage maintained for 3 years applicable to constriction projects) 11. Umbrella Liability Limits: $2,000,000 Each OccurJAgg. Coverage: *Additional Named Insured Endorsement *Coneunrency of Eltbctive Dates with Primary *Aggregates: Apply Where Applicable in Primary *Drop Down Feature 12. Builders Risk Limits: N/A EXHIBIT C CEMEX HAZARD RECOGNITION AND STANDARD SAFETY RULES FOR OUTSIDE CONSTRACTORS, VENDORS AND VISITORS CEMEX, in order to comply with the MSHA/OSHA Hazard Communication Standard and assure the safety of all, has compiled this listing of hazards, rules, regulations and applicable procedures to inform and protect all contractors, vendors, visitors, etc. while on our property. The following information should be read and understood by all Non -CEMEX personnel before entering any of our facilities. If you do not understand, or have questions, you are responsible for asking a CEMEX representative for assistance. Violation of any of these Safety Rules may result in immediate and permanent dismissal from all CEMEX properties. • Outside contractors, vendors and visitors will abide by all CEMEX safety rules, OSHA regulations, MSHA regulations and safety training requirements as mandated by Cemex policy, OSHA and MSHA (specifically those for Metal & Non Metal Mines located in 30 CFR, parts 48, 56, & 58). • No weapons or firearms are permitted on CEMEX property. • Required personal protective equipment, which may include hard -hats, safety glasses and steel toed foot wear shall be worn by any personnel entering CEMEX property (except office areas). • Hearing protection shall be wom in areas so designated by posted signs. • Any equipment used on a CEMEX site shall meet the minimum standards of MSHA /OSHA with regard to noise and air emissions. • All no smoking signs must be strictly obeyed. Company policy prohibits smoking in any office space, as well as posted areas around fuel tanks and explosives. • All posted traffic rules and regulations are to be followed at all times. Speed limit is 10 miles per hour on CEMEX property, unless otherwise posted. • When entering CEMEX property, travel should be limited to the specific area where your services are required. Travel to other areas without authorization is not allowed. • All contractors, vendors, visitors and their employees are expected to comply with CEMEX's drug & alcohol testing policy. Refusal or failure to participate, or a positive result from testing could result in immediate and permanent dismissal from all CEMEX properties. • Chemicals are in use on CEMEX properties. Before working with or around any of these potentially hazardous materials ask for information and/or Material Safety Data Sheets (MSDS) about them and the dangers they pose. • No contractor, vendor or visitor may bring any chemicals onto CEMEX property without first presenting a current MSDS for each one to the Safety officer of the plant and receiving authorization. • Vehicles are not to be parked in the working area of any heavy equipment or mobile equipment. CEMEX equipment has the right of way at all times. • Contractors, vendors and visitors are to exercise extreme caution when crossing railroad tracks. Be sure trains are stationary, or moving away from crossings before proceeding. • No CEMEX equipment shall be used for contractor work without permission from the CEMEX supervisor in charge of such equipment. CEMEX equipment shall be operated by CEMEX personnel only, unless authorized by the site manager. • All persons entering CEMEX property in a customer or oontractor truck must stay inside the cab of the vehicle, and/or must follow the directions of the forklift/loader operator while being loaded. If exiting the vehicle is necessary, all CEMEX safety rules, including wearing a hard hat, are to be followed. • When working or walking in elevated areas that are not protected by hand rails, a safety harness with lifeline must be used for fall protection. • All oxygen, acetylene and other pressurized gas bottles belonging to contractors, vendors or visitors shall be secured at all times. When not in use, bottles should be capped. • All Contractors must comply with MSHA/OSHA Confined Space permitted entry requirements. 1 A)CKOUT/TAGOUT Policy When inspecting/repairing any piece of moving machinery on CEMEX property, contractors, vendors and visitors shall abide by OSHA/MSHA regulations on lockout/tagout, to include the following: • All guards shall remain in place until the machine has stopped. • Once stopped, the power shall be cut off at the main power supply, and locked out and tagged with name by each person performing work. • Equipment shall be tested to insure that power supply has been disconnected and all forms of residual energy have been relieved. • Once lockout is insured, guards may be removed and repair work begun. • All machine guards shall be secured in place before removing padlocks and re-energizing machine, except as otherwise specifically authorized by plant manager or his authorized representative for testing purposes only. • Safety locks should be removed only by the persons who installed them and whose name is on the tag.