TLD LAW FIRM, INC. Attorney: Tricia L. Davis, Esq. 651 Holiday Drive Foster (Maza Building 5, Suite 300 Pittsburgh. PA 15220

www.TLDLawFirm.com

412.498.9523 Office 412.563.0420 Fax

TU)avis@'n.DI.awl;irm.eom

November 17. 2015

Rosemary Chiavetta, Secretary Pennsylvania Public Utility Commission 400 North Street Harrisburg, PA 17120 A * - , J „ . J ~

fl- 2a/V- 2"/o7333 Re: Harry Williams, Jr. vs. Janitorial Resources, Inc. t/a North Shore Shuttles, LLC

Dear Ms. Chiavetta, Enclosed for filing please Find Respondent's Answer to Petition to Rescind Approval of

License Issued to Janitorial Resources, Inc. and New Matter.

Very truly yours, TLD LAW FIRM, INC.

Tricia Davis Attorney at Law

Encls.

ec: D. Turner, Esquire Malone Middleman, P.C.

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PENNSYLVANIA PUBLIC UTILITY COMMISSION Harrisburg, PA 17105

HARRY WILLIAMS, JR., Administrator of the Estate of Harry Williams, Sr.,

Petitioner, No.: A-89I3963

A-2014-2407338

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vs.

JANITORIAL RESOURCES, INC. t/a NORTH SHORE SHUTTLES, LLC,

Respondent.

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NOTICE TO PLEAD

TO: PETITIONER

You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment may be entered against you.

ANSWER TO PETITION TO RESCIND APPROVAL OF LICENSE ISSUED TO JANITORIAL RESOURCES, INC. t/a NORTH SHORE SHUTTLES, L L C ; NEW MATTER

Vincent A. Tucceri, PA Bar Id. #27643'

Esq u ire

Gaitens, Tucceri & Nicholas, P.C. 519 Court Place Pittsburgh, PA 15219 412-391-6920 vtucceri@atnlaw.com

Tricia Davis, Esquire PA Bar Id. # 86988 TLD Law Firm, Inc. 651 Holiday Drive Foster Plaza Building #5, Suite 300 Pittsburgh, PA 15220 412-498-9523 TLDa vi s@TLDLa wFi rm. com

Tricia Davis, Esquire

PENNSYLVANIA PUBLIC UTILITY COMMISSION Harrisburg, PA 17105

HARRY WILLIAMS, JR., Administrator of the Estate of Harry Williams, Sr.,

Petitioner,

vs.

JANITORIAL RESOURCES, INC. t/a NORTH SHORE SHUTTLES, LLC,

Respondent.

No.: A-8913963 A-2014-2407331

ANSWER TO PETITION TO RESCIND APPROVAL OF LICENSE ISSUED TO JANITORIAL RESOURCES, INC. t/a NORTH SHORE SHUTTLES, LLC; NEW MATTER

ANSWER TO PETITION TO RESCIND APPROVALOF LICENSE ISSUED TO JANITORIAL RESOURCES, INC. t/a NORTH SHORE SHUTTLES, L L C : NEW MATTER

AND NOW, Respondent Janitorial Resources, Inc. t/a North Shore Shuttles, LLC, through its

legal counsel, Vincent A. Tucceri, Esquire of Gaitens, Tucceri & Nicholas, PC. and Tricia Davis,

Esquire of TLD Law Firm, Inc., submits the following Answer to Petition to Rescind Approval of

License Issued to Janitorial Resources, Inc. t/a North Shore Shuttles, LLC; New Matter:

ANSWER

1. Admitted.

2. Admitted.

3. Admitted.

4. Admitted.

5. Denied. The parties agreed to schedule the closing after the Respondent obtained financing.

6. Denied in part and admitted in part. The Respondent was prevented from providing the

purchase price payments to Harry Williams, Sr. because Harry Williams, Sr. died on July 13,

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2014. Also, the Respondent was prevented from providing the purchase price payments to

Harry Williams, Sr. because Yellow Cab initiated a lawsuit against Harry Williams, Sr. and

Respondent on or about December 18, 2014 alleging that the license belonged to Yellow Cab

due to an alleged right of first refusal. By way of further answer, the purchase price of $90,000

was not required to be paid as a lump sum as implied by Petitioner. To the contrary, $50,000

was to be payable in a lump sum and the remainder was to be payable in 36 monthly

installments of $1,168.00. See Paragraph 4 of Asset Purchase Agreement.

7. Denied. Respondent did not indicate prior to approval of the license transfer that funding was

in place and approval by the PUC could be requested.

8. Admitted.

AFFIRMATIVE DEFENSES

1. Petitioner's Petition fails, in whole or in part, to state a claim upon

which relief may be granted.

2. To the extent Petitioner failed to institute this action within the time required under

the applicable statute of limitations, his claims for relief are barred.

3. Petitioner's Petition is barred, in whole or in part, by the doctrines of waiver, estoppel,

laches, unclean hands, and/or ratification.

4. Petitioner's Petition fails to the extent that Petitioner has failed to mitigate his damages,

if any, as required by law.

5. Respondent, at all times relevant to this action, has acted reasonably and in good faith

toward Petitioner, and in fijll compliance will all applicable laws, including PUC rules and regulations.

NEW MATTER

6. The parties mutually agreed to extend the closing date which is permissible under

Paragraph 3 of the Asset Purchase Agreement. A true and correct copy of the Asset Purchase

Agreement is attached hereto as Exhibit "A" and incorporated herein by reference.

7. Petitioner failed to inform Respondent prior to entering into the Asset Purchase

Agreement that Yellow Cab Company had a right of first refusal in Petitioner's license.

8. Yellow Cab Company of Pittsburgh, Inc. initiated a lawsuit against Harry Williams, Sr.

and Respondent on or about December 18, 2014 alleging that the license belonged to Yellow Cab due

to an alleged right of first refusal granted by Petitioner to Yellow Cab. See Yellow Cab Company of

Pittsburgh, Inc. v. Harry Williams, Sr., et al, No. GD 14-23297 (Allegheny County).

9. Harry Williams, Sr. died on July 13, 2014. His estate was not created until over one year

later - on or about June 4, 2015. Thus, during that time the Respondent had no party to whom to pay

the purchase price of the license.

10. Respondent has indicated to Petitioner that he remains willing and able to pay the purchase

price of the license (less attorneys' fees) in monthly installments to the appropriate party.

11. This matter is further complicated by the fact that while Petitioner failed to provide the

right of first refusal to Yellow Cab, Yellow Cab effectively waived its rights to object to the transfer of

the license when Yellow Cab failed to object to the transfer when the transfer was published for

opposition by the Pennsylvania Public Utility Commission.

12. Respondent should not be penalized for Petitioner's failure to offer the right of first refusal

to Yellow Cab.

13. Petitioner's failure to disclose the right of first refusal allegedly owed to Yellow Cab has

caused Respondent to incur significant legal fees and damages.

14. It would be unjust for this Commission to rescind approval of the license issued to the

Respondent when Respondent did not commit any wrongdoing and remains willing and able to pay the

purchase price of the license (less attorneys' fees) in monthly installments to the appropriate party.

15. Respondent has made numerous attempts to try to settle this matter with Petitioner.

Recently, Respondent offered a sum of money and release to Petitioner to which Petitioner responded

that it would accept the offer if Yellow Cab consented to the settlement.

16. As of the date of this pleading. Yellow Cab has not responded to our request to consent to

the settlement with Petitioner. Yellow Cab is preventing the parties from moving forward.

17. This matter is a breach of contract issue pending in the Court of Common Pleas of

Allegheny County. Respondent respectfully requests that this Commission deny Petitioner's Petition,

because this is a breach of contract action and Respondent has not violated any PUC rule or regulation.

WHEREFORE, Respondent Janitorial Resources, Inc. t/a North Shore Shuttles, LLC requests

that the Petition be denied.

Dated: November 17, 20

/s/ Vincent A. Tucceri Vincent A. Tucceri, Esquire PA Bar Id. #27643

Gaitens, Tucceri & Nicholas, P.C. 519 Court Place Pittsburgh, PA 15219 412-391-6920 vtucceri@gtnlaw.com Co-Counsel for Pefifioner MWIiXA

is

:fully submitted: H Respectfully submitted:

h i Tricia Davis

Tricia Davis, Esquire PA Bar Id. # 86988 TLD Law Firm, Inc. 651 Holiday Drive Foster Plaza Building #5, Suite 300 Pittsburgh, PA 15220 412-498-9523 TLDavis@TLDLawFirm.com Co-Counselfor Pe Hi ioner MWELA

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RECEIVED RECEIV

29,5DECI0.AH 9:53 20,5NOVX^O: 22 / P A P11 ^ ^ ^ ^

PA P.U.C. i i D C U | ASSET PURCHASE AGREEMENT SECTARY'S BUREAl SECRETARY'S BUREAU ASSET PUl^CHASE AGREEMENT dated as ofteZfypday oUj^va/vvL-. 20 ! 4 by

and among Janitorial Resources, Inc., a corporation (hereinafter'"XRI")'"Purchasef", Karry • Williams Sr., nn individual hercinarter "Seller"..

ARTICLE I .

RECITALS

This Agreement sets forth the terms and conditions upon which Purchaser has agreed to purchase from Seller, and Seller has agreed to sell to Purchaser, certain assets used by Seller in the conduct of the Business known ns "Eagle Taxicab Co.".

[n consideration of the mutual agreements, covenants, representations and warranties contained herein, and in reliance thereon, Purchaser, and Seller intending to be legally bound, hereby agree as follows:

ARTICLE H.

TRANSFER OF ASSETS AND PROPERTI ES; CLOSING

I. Purchased Assets. Subject to the terms and conditions of this Agreement, and based upon the representations and warranties contained in Ihe Agreement, at the Closing, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances, and Purchaser shad purchase from Seller, all of the Seller's right, title and interest in and to the assets only as follows:

a. PUC License

b. Dispatch Equipment

. -, ., . • • c. Taxicab Meters

a) Equipment. Machinery and other Tangible Personal Property. All machinery, equipment, leasehold iniprovements, trucks, automobiles, supplies, materials, office furniture and office equipment, computing and lelecominuhications equipment and other items of personal property that are owned or leased by the

' Seller and used in conncciion with the Business. Assets involved in purchase at paragraph # I

b) Permits. Licenses. All governmental permits, licenses, registrations, orders and

ASSET PURCHASE AGREEMENT

ft EXHIBIT 2 OF

approvals relating to' ihe Business, to the extent such permits, licenses, registrations, orders and approvals are transferable to Purchaser. License at paragraph it I above.

2. Notwithstanding the foregoing provisions, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any liability or obligation related to the Purchased Assets.

a) The company name "Eagle Cab Co.':

CfosingjEffccitve Time. The closing of the transactions contemplated by this Agreement (the "Closing") shall be scheduled within 180 days from the execution of the Agreement. Unless mutually extended, failure to close shall automatically terminate this Agreernenl without liability to either party.

ARTICLE nr.

P U R C H A S E P R I C E

4. The purchase price is $90,000.00 (Ninety Thousand Dollars) payable as follows:

a) 550,000 (Fifty Thousand Doliars) ptiyabte upon the approval by die PLrC of the transfer . of PUC license to JRi. Purchaser will have ISO (One Hundred and Eighty) days, from

the execution of the Agreement of Sale, to secure the financing for the purchase of PUC license, dispatch equipment and taxicab meters.

b) Balance of $40,000.00 (Forty Thousand Dollars) wiil be payable in 36 monthly installments of $1,168 (One Thousand and One Hundred Sixty Eight Dollars) which includes interest at 3% annual percentage rate.

c) The proposed purchase is contingent on the approval of financing applications submitted (o financing sources by Purchaser to fund the purchase af Seller's assets referred to in Paragraph I .

5. Allocations of Purchase Price.

a) $80,000 (Eighty Thousand Dollars) of the Purchase Price shall be allocated to the PUC license.

b) S10/000 (Ten Thousand Dollars) of the Purchase Price-witl be al located to the

equipment purchased under ihis Agreement.

c) After ihe Closing, the parties shall make consistent use of the allocation, fair

A S S i -T P U RC M A SE AC R l-I M ,\ I f-X'T

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market value for all Tax purposes and in all filings, declarations, and report? with the Tnternal Revenue Service.

6. Transfer Fees & Taxes. Purchaser shall bear and be responsible for the payment of ail Taxes (excluding Taxes based on or measured by income) that arc or may be imposed by any government or political subdivision thereof and that are payable or arise as a result of this transfer of the Purchased Assets, notwithstanding the Party upon which such Taxes are actually imposed. Purchaser wilt pay all application fees.

ARTICLE IV.

ASSUMPTION OF LIABILITIES;

7. General Limitations on Assumption of Liabiiities. Seller shall transfer the Purchased Assets tc Purchaser free and clear of all Encumbrances, and without any assumption of liabiiities and obligations, and Purchaser shall not, by virtue of its purchase of the Purchased Assets or otherwise, assume or become respunsible for any liabiiities or obligations of Seller or any other Person.

a) Purchaser does not and will not assume or become obligated to pay or perform with respect to third parties any debts, liabilities, contracts or other obligations of Seller or its Affiliates, whether now existing or hereafter arising, for which Seller ur any of its Affiliates is or may become liable however arising, including without limitation obligations arising pursuant to the taw of contracts, tort, strict liability or other applicable laws, rules, regulations, or ordinances.

A R T I C L E V.

CLOSING

S. Deliveries by Seller. At the Closing, Seller shall execute and deliver the following instruments of transfer and assignment:

a) A general bill of sale. Certificates of title to all equipment, and such additional instruments of conveyance and transfer as Purchaser may reasonably require in order, tc more effectively- vest in-ity and put it-in possession-of-the-Purchased -Assets.

9. Deliveries bv Purchaser. Al the Closing. Purchaser shall deliver I he following io Seller:

a) The porn'on of the Purchaser Price in the amount of S50;000 (Fifty Thousand

ASSET PURCHASIIAGR III-.VIE N'T

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Dollars);

b) The Purchaser Mote; (540,000.00)

. c) The Assignment and Assumprion Agreement, if applicable.

10. Deliverv of Possession. Prior to the Closing Date, Seller shall take such actions as may be necessary or appropriate so that ou the Closing Date, Purchaser shall take actual possession and control of all the Purchased Assets.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

11. Legal Proceedings. There is no claim, action, suit, proceeding, investigation or inquiry pending before any federal, slate or other court or governmental or administrative agency or threatened against Purchaser or any or Purchaser's properties, assets, operations or businesses that might prevent or delay the consummation of the transactions coiUemptated hereby.

A R T I C L E VH.

COVENANTS OF S E L L E R PRIOR TO CLOSING DATE

12. Required Actions, Between the date ofthis Agreement and the Closing Date, Seller covenants that it will, in its conduct of the Business, except as otherwise agreed by Purchaser in writing.

a) Access to Information. Give the Purchaser and its counsel, accountants, consultants and other representatives, at their sole expense and risk, reasonable access, during normal business hours, to such of the properties, books, accounts, contracts and records of Seller as arc relevant to the Purchased Assets and the Business., and furnish or otherwise make available to Purchaser all such information concerning tlte Purchased Assets and the Business as Purchaser may reasonably request, provided that the confidentiality of any data or information so acquired shall be maintained as confidential by Purchaser and its representatives.

b) Maintenance ol' Properties. Maintain the Purchased Assets, whether owned or leased, in good repair, order and condition, in accordance with man'jfarutrers' instruclions and Seller's past practices, reasonable wear and tear excepted;

c) Notice of Matertaf Damane. Give the Purchaser prompt written notice of any

ASSET PURCHASE AGUE EM E NT

5 OE I f

material damage by fire or other casualty upon the Purchased Assets or the

Business;

d) Compliance with Agreement. Not undertake.any course of action inconsistent with satisfaction of the conditions applicable to it set forth in this Agreement, and do all such acts and take all such measures as may be reasonably necessary to comply with the representations, agreements, conditions and other provisions of this Agreement.

e) Sale of Purchased Assets. Shall not sell, transfer, assign, lease., encumber or otherwise dispose of any of the Purchased Assets other lhan in the ordinary course of the Business consistent with past practices;

0 Incurrence of Material Obligations. Shall not incur any material fixed or contingent obligation or enter into any material agreement, commitment or other transaction or arrangement that is not in the ordinary course of the Business consistent with past practices;

g) Unpaid Fines. Fees and Cost. Seller shall be solely responsible for fines, fees, and costs incurred prior to closing by Seller during operation of business. Seller shall pay any outstanding claims prior to or at closing.

h) No Termination or Modification. Shall not terminate or materially modify any material lease, contract, governmental license, permit or other authorization or agreement affecting the Business or the Purchased Assets or the operation thereof.

i) Advise of Changes. Seller shall promptly notify Purchaser of any development that occurs before the Closing that could reasonably be expected to result in material adverse change to the Purchased Assets or the Business;

j) Seller shall be responsible for all reports and PUC filing required prior to closing.

A R T I C L E VEIL

C O V E N A N T S O F P U R C H A S E R PRIOR T O C L O S I N G OATE

13. Required Actions. Between the date of this Agreement and the Closing Date. Purchaser

shall, except as otherwise agreed by Seller in writing:

a) Advise of Changes. Advise Seller promptly in writing of any fact that, i f known

ASSET PURCHASE AGREEMENT

6 OF ' I

at the Closiiig Dare, would have been required to be set forth or disclosed in or

pursuant lo this Agreement, or which would result in the breach in aa)' material

respect by Purchaser of any of its representations, warranties, covenants or

agreements hereunder;

b) Compliance with Agreement. Not undertake any course of action inconsistent with satisfaction of the conditions applicable to it set forth in this Agreement, and do all such acts and take all such measures as may be reasonably necessary Lo comply with this Agreement.

c) fnvestigation- Prior to the Closing, Purchaser shall use reasonable efforts to conduct its investigan'on of the Business in such a manner as to prevent disruption of relations wit h the employees, customers and suppliers of Seller.

14. The obligations of Purchaser hereunder are subject to the fulfillment at or prior to the

Closing of each of the following conditions^

n) Consents. Any third-party and governmental consents, approvals or authorizations necessary for the conveyance of the Purchased Assets or valid consummation of die transactions contemplated hereby shall have been obtained.

t>) Financing. Purchaser shall have received, on terms that shall be satisfactory to

Purchaser in its sole discretion, the proceeds of financing in an amount sufficient

to enable Purchaser to pay the portion of Purchaser Price required by paragraph fl

!

5. The obligations of Seller are subject to the fulfillment at or prior to the Closing of each of Ihe following conditions:

a) Performance, of Afircement. Seller shall have performed in all materia! respects all obligations and agreements and complied in all material respects with all covenants and conditions contained in the Agreement to be performed or complied with by it at or prior to the Closing Date.

b ) Consents. Any third-party and governmental consents, approvals or authorizations necessary for the conveyance of the Purchased Assets or the valid consummation of the transactions contemplated hereby shall have been obtained.

ASSET PURCHASE AGKliEMEN'T

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A R T I C L E LX.

O B L I G A T I O N S A F T E R T H E CLOSING DATE

16. Adrninistracive Assisrance bv Seller. Except as otherwise agreed, Seller shall provide such support services to Purchaser as are reasonably required in connection with the transfer of the Business to Purchaser without cost to Purchaser for a period of not more than 60 days following the Closing Date.

17. Further Assurances of Seller. From and after the Closing Date, Seller shall, at the request of Purchaser, execute, acknowledge and deliver to Purchaser, without further consideration, all such ftirther assignments, conveyances, endorsements, deeds, special powers of anorney, consents and other documents, and take such other action, as Purchaser may reasonably request (i) to transfer to Purchaser, and protect its rights, title and interest in, all the Purchased Assets and otherwise to consummate the transactions contemplated by the Agreement.

IS. Accounts Receivable Payment. In the event chat either Party hereto at any time receives any funds from any third party that are properly payable to the other Party hereto, the Party receiving such funds shall promptly remit such funds to the Party entitled to such funds.

A R T I C L E X.

INDEtMNIFICATION

19. Indemnification bv Seller. "Seller General Liabilities" shall mean all Losses resulting from, arising out of, or incurred by Purchaser, or any of their respective successors or assigns after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller in this Agreement, (ii) any material default by Seller in respect of any of the covenants or agreements made by Seller in this Agreement or (iii) any attempt by any Person to cause or require Purchaser to pay any liability of, or claim against, Seller of any kind in respect of the operation .of the Business prior to the Closing Date, to the extent not specifically assumed or subject to an indemnity by Purchaser under the terms ofthis Agreement. Seller agree to pay, and to indemnify' Purchaser, and hold Purchaser harmless from., against and in respect of, any and all Seller General Liabilities.

ASSET [HJRCHASi: A GK Ed Ml-NT

Limitations on Seller's Obligations to indemnify

20. Seller shall have no obligation to indemnify Purchaser based upon any breach by Seller of any representation or warranty as to which Seller has not received notice of claim for indemnification within one (1) year after the Closing Date.

21. Seller shall have no indemnification obligation to Purchaser for breaches of the represeuiadons and warranties of Seller unless and until the total amount of all Seller's General Liabiiities for breaches of representations and warranties shall exceed Oue Thousand Dollars (51,000.00), and then only to the extent of the amount of such excess. The aggregate indemnification liability of Seller for misrepresentation and breaches of warranty shall noc exceed Ten Thousand Dollars (S 10,000.00).

22. Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies available at law, in equity or otherwise against Seller based on a willful misrepresentation or willful breach of any warranty by Seller.

• 23. Limitations on Purchaser's Obligations to Indemnify. Purchaser shall have no obligation to indemnify Seller based upon any breach by Purchaser of any representation or warranty as to which Purchaser has not received notice of claim for indemnification within one (1) year after the Closing Date.

24. Other Remedies. The indemnification rights of Party under this arc independent of and in addition to such rights and remedies as such Party may have at law, in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfil! any covenant or agreement under or in connection with this Agreement on the part of any Party, none of which rights or remedies shall be affected or diminished hereby.

A R T I C L E X I .

T E R M I N A T I O N

25. Termination of Agreement. This Agreement may be terminated:

a) by the mutual consent of Seller and Purchaser;

b) by Seller or Purchaser if the Closing has not taken place on or before paragraph M date- (180 days); provided, however, that no Party then in breach ot any obligations hereunder shall have the right to terminate;

c) by Purchaser if any of tlte representations and warranties of Seller were incorrect in any material respect when made or become incorrect in any material respect: and

d) by Seller i f any of the representations and warranties of Purchaser were incorrect

ASSET PURCHASE AGREEMENT

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in anv material respect when made or become incorrect in any material respect,

el by failure to secure PUC approval transaction without liability to cither party.

0 by Purchaser failing to secure funding transaction without liability to either party.

26. Return of Documents. I f dus Agreement is terminated for any reason, each Party shall return to the other Party all documents and copies thereof which shall have been Furnished to it by such other Party.

27. Limitations on Remedies. I f this Agreement is terminated by Seller or Purchaser and not as a result of a breach of a representation of warranty or the failure of any Party to perform its obligations hereunder, such termination shall be without liability of any-Party, [ f a Party terminates this Agreement as a result o f a breach of representation or warranty by the other Party or the failure of the other Party to perform its obligations hereunder, the non-breaching Party shall, in addition to other remedies provided by this Agreement, at law, or in equity, be entitled to reimbursement from the breaching Party for all expenses incurred by the non-breaching Party in connection with this Agreement and the transactions contemplated hereby.

28. Expense. Except as otherwise provided in this Agreement, and whether or not the transactions herein contemplated shall be consummated, Purchaser and Seller shall pay their own fees, expenses and disbursement including the fees and expenses of their respective counsel, accountants and other experts, ih connection with the subject matter of this Agreement and all other costs and expenses incurred in performing and complying with all conditions to be performed under this Agreement.

29. Binding Effect: Benefits. This Agreement shall in urc to the benefit of the Parties hereto, and shall be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties hereto, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason ofthis Agreement.

30. Entire Agreement. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding between the Parties hereto as to the matters set forth herein supersede and revoke all prior agreements and understandings, oral and wriiteiu between the Parries hereto or otherwise with respect lo the subject matter.hereof. No change, umendmem. termination or attempted waiver of any of the provisions hereof shall be binding upon any Party unless set forth in an instrument in writing signed by the Parly to be bound or their respective successors in imeresi.

ASSET PURCHASE AGREEMENT

10 OE 11

31. Cooperation. The Parties hereto shall cooperate fully at their own expense, except as otherwise provided in the Agreement, with each other and their respective counsel and accountants in connection with all steps to be taken as part of their obligations under this Agreement.

32. Address for Notices & Communications:

Purchaser

Janitorial Resources, Inc. 1912 Brighton Road Pittsburgh, PA 15212 Attention: Anthony Brown

Seller

Harry Williams Sr. 714 Adelaide Street Pittsburgh, PA 15219

Copy to:

Eustace O. Uku, Esquire UKU & UECU. P.C. 214 Farmington Road Pittsburgh, PA 15215 Tel: (412) 261-3073 Fax: (412)772-1051

Donald N. Turner Attorney at Law The Bank Tower, Ste. 510 307 Fourth Avenue Pittsbureh, PA 15222 Tel: (412)281-3823 Fax: (412) 281-3837

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly-executed

as of the date first written above.

RECEIVED FEB 1 4 20H

PA PUBLIC UTLLi l J COMMISSION SECRETARY'S BUREAU

Agreed:

Janitorial Resources, lac.

By:

Name; Anthony R. Brown, Jr.

Ti t Ic • President

Owner - Eagle Taxicab Co

By:

Name: Hany Wi/liams. Sr.

Title: Owner - Eagle Taxicab Co.

ASSET PURCHASE AGREEMENT

OF

VERIFICATION

The undersigned, Anthony Brown, hereby affirms that the averments of fact set forth in

the foregoing are true and correct to the best of my knowledge, information, and belief. I make

this statement subject to the penalties of 18 Pa. C.S.A. ij 4904 relating to unsworn falsification to

authorities.

Date: November 17, 2015 Anthony Brown Tr-.

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CERTIFICATE OF SERVICE

I , Tricia L. Davis, do hereby certify that on this 17th day of November, 2015, I served a copy

via U.S. Mail postage pre-paid as follows:

Donald N. Turner, Esquire The Bank Tower, Suite 510 307 Fourth Avenue Pittsburgh, PA 15222

Malone Middleman, PC. 11676 Perry Highway, Suite 3100 Wexford, PA 15090

Rosemary Chiavetta, Secretary Pennsylvania Public Utility Commission 400 North Street Harrisburg, PA 17120

A/ Tricia L. Davis Tricia L. Davis

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TLD Law Finn, Inc. 651 Holiday Dr., Suite 300 Pittsburgh, PA 15220

Rosemary Chiavetta, Secretary Pennsylvania Public Utility Commission 400 North Street Harrisburg, PA 17120