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Contract 2022-016ADocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB AGREEMENT NO.2022-016 FOR PEST CONTROL SERVICES THIS AGREEMENT, is made and entered into this 25th day of April 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and POWER EXTERMINATORS, INC., whose address is: 2721 Forsyth Rd. Suite 365, Winter Park, FL 32792. WHEREAS, the City of Clermont issue RFB 22-012 titled Pest Control Services; WHEREAS, CONTRACTOR submitted its response dated February 17, 2022 to RFB 22- 012; WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 22-012 and CONTRACTOR's response thereto; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE 1— SCOPE OF WORK The CONTRACTOR shall provide interior/exterior extermination/pest control services as described in CITY's RFB 22-012 and CONTRACTOR's February 17 ,2022 response thereto, which are expressly incorporated herein and made a part of the Agreement Documents hereto and shall do everything required by this Agreement and the Agreement Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. ARTICLE 2 — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement Documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein. ARTICLE 3 — COMMENCEMENT AND COMPLETION OF WORK 3.1. The CONTRACTOR shall commence work on April 25, 2022 after receipt of a Purchase Order, and shall provide the services on a monthly basis in accordance with a schedule to be agreed -upon with the Owner. All pest control services shall be performed during Owner's normal business hours and shall be subject to restrictions as imposed by Owner with regard to access to any specific area. DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB 3.2. The CONTRATOR shall perform all services in a diligent and professional manner and in accordance with all applicable laws. 3.3. The CONTRACTOR further declares it has examined the sites of the work and that from personal knowledge and experience or that it has made sufficient investigations to fully satisfy it that such sites are correct and suitable for the work and it assumed full responsibility therefore. It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and his Surety. Any ambiguity or uncertainty in the Specifications shall be interpreted and construed by the OWNER's representative and his decision shall be final and binding upon all parties. 3.4. It is distinctly understood and agreed that the passing, approval and/or acceptance of any part of the work or material by the OWNER or by any agent or representative as in compliance with the terms of this Contract and/or the Specifications covering said work shall not operate as a waiver by the OWNER of strict compliance with the terms of this Contract and/or the Specifications covering said work; and the OWNER may require the CONTRACTOR and/or his Surety to redo any service provided to comply strictly and in all things with this Contract and the Specifications. ARTICLE 4 — TERM AND TERMINATION 4.1. This Agreement is to become effective upon execution by both parties, and shall remain in effect for a period of three (3) years thereafter, unless terminated or renewed as provided for herein. 4.2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 4.3. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3) additional one (1) year terms. Sixty (60) days prior to completion of each extended term of this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 2 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB ARTICLE 5 — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed products delivered and services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION 6.1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 6.3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: 3 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB (a) CONTRACTOR's Commercial General Liability, $500,000 Each, ($1,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $500,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article.; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 2 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB ARTICLE 8 — NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Power Exterminators, Inc. 2721 Forsyth Road, Suite 365 Winter Park, FL 32792 Attn: Hector Mora, Orlando Division Manager OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE 9 — MISCELLANEOUS 9.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability — If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 5 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB 9.6. Assigningnt — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. Venue — The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law — This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 71 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB ARTICLE 10 — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 10.1. This Agreement 10.2. Purchase Order 10.3. All documents contained in City of Clermont RFB 22-012 and any amendments thereto. 10.4. CONTRACTOR'S February 17, 2022 response to RFB 22-012. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 22 day of February , 2022 CITY OF CLERMONT [DocuSigned by: 4 a"AlE,, - DS 431 F57D413554D6... Freddy Suarez, ATTEST: DocuSigned by: T��y 3AD7F34905B344A... Tracy Ackroyd Howe, City 7 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB POWER EXTERMINATORS, INC. RA DocuSigned by: 636AD1AASD7E464... (Signature) Print Name: Hector Mora Title: Division Manager Date: 2/23/2022 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB Exhibit A SECTION — C PRICE SCHEDULE NOTE: For aerial maps of most City buildings visit the Lake County website at www.lakecountyfl.gov and select "Lake County Maps" on the left menu. On the next screen, select "GIS Interactive Mao" and search by "Street Address". The website provides online measurement of the exterior of the buildings listed. By signing this form, the respondent fully acknowledges that there will be no additional compensation (no overhead, no anticipated profits, etc_) other than the unit price of the items times the number of items authorized, ordered, placed, and accepted by the City. DO !Mcri t Pest Control Price Per Annual Visits Annual Price. Hall Building — 685 West Montrose Street 1 N7City OTE: City Half pest control will be performed on the exterior of building around doorways, around lower windows and building ground level. If pest control (spot treatment) is needed 12 15 180 inside the building a special request will be made. 2 Clermont City Center — 620 West Montrose Street 12 5 60 3 Public Services Office Building — 400 121h Street 12 5 60 4 Public Services Sign Shop —400 121� Street 12 5 60 5 Public Services Break Room --1201 Osceola Street 12 5 60 6 Waterfront Band Shell Pavilion and Restrooms — 330 Third Street 12 5 60 7 Boat Ramp Restroom — 140 East Avenue 12 5 60 8 McKinney Park Pavilion — 801 Bloxam Avenue 12 5 60 9 Waterfront Park Restrooms —100 3r6 Street 12 5 60 10 West Beach Restrooms — 215 121h Street 12 5 60 11 Trail Head Restroom — 797 West Minneola Avenue 12 5 60 12 Historical Site Building "A" Depot and Pavilion -- 490 West Avenue 12 5 60 13 Historical Site Building "B" Townsend Home — 490 West Avenue 12 5 60 14 Historical Site Building "C" Kern Home — 490 West Avenue 12 5 60 RFB No: 22-012 Page 18 of 36 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB SECTION - C PRICE SCHEDULE tescri , . Pest. Control Annual Visit Month A 15 Historical Site Building "Dn Cooper Memorial (Month Price x 12) Library — 490 West Avenue 12 10 120 16 Historical Site Building "E" School House Library — 490 West Avenue 12 5 60 17 Kehlor Park Building -- 466 West Minneola Avenue 12 10 120 18 Women's Club — 655 West Broome Street 12 10 120 19 Lake Hiawatha 1A -- 450 Lake Minneola Shores Dr, 12 5 60 20 Lake Hiawatha 1 B — 451 Lake Minneola Shores F4 Dr. 12 5 60 21 Lake Hiawatha Dog Park (flea treatment) — 450 N. 121h Street / CR 561 50 200 22 Rowing Boathouse — 1050 Lake Minneola Dr_ 12 10 120 23 7T" Street Restrooms — 732 711 Street 12 5 60 24 Victory Pointe Restrooms — 938 Victory Way 12 5 60 25 West Park Pavilion and Restrooms — 250 12th Street 12 5 60 26 Palatiakaha Park Concession Stand and Restrooms — 1250 12th Street 12 10 120 27 Palatlakaha Park Playground and Restrooms — 1250 1216 Street 12 10 120 28 Bishop Field — 950 East Avenue 12 10 120 29 Hancock Park Ball Fields Restrooms — 3301 South Hancock Road 12 5 60 30 Hancock Park Pavilion Restrooms — 3301 South Hancock Road 12 5 60 31 Hancock Park Concession Stand — 3301 South Hancock Road 12 10 120 ZFB No: 22-01 Page 19 of 36 DocuSign Envelope ID: 1B8AC278-9FF0-4BF0-A8F3-13B42DFE74BB SECTION — C PRICE SCHEDULE Ln Pest Control Descript ion Annual Visit$ • u 32 Lake Feller Park —1750 Johns Lake Road 12 5 60 33 Fire Department Administration Building — 439 W 12 10 120 Hwy. 50 34 Fire Station #1 — 439 West Hwy. 50 12 5 60 35 Fire Station #2 — 2200 Hartwood Marsh Road 12 5 60 36 Fire Station #3 — 2180 Legends Way 12 5 60 37 Fire Station #4 — 13341 Hartle Road 12 5 60 38 Fire Dept. Storage —1205 W. Seminole Street 12 5 60 39 Parks and Recreation Department — 3700 S. 12 60 Hwy. 27 5 40 Police Station — 3600 South Hwy. 27 12 10 120 41 East Wastewater Treatment Plant Building "A" — 12 10 3335 South Hancock Road 120 42 East Wastewater Treatment Plant Building "B" — 12 10 120 3335 South Hancock Road Total Annual Pricer", $35000 SPECIAL REQUESTS AND EMERGENCY SERVICES; $ %00 EACH CALL RFB No: 22-012 Page 20 of 36 DocuSign Envelope ID: lB8AC278-9FF0-4BF0-A8F3-13B42DFE74BB SECTION — C PRICE SCHEDULE By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authorized capacity to execute this response. The respondent also certifies that it can and will provide and make available, at a minimum, the items set forth in this solicitation. Company Name (print): Powerx Inc. Street Address: 2721 Forsyth Rd #365 Winter Park, Fl. 32792 Mailing Address (if different): 8815 sw 129th St Miami, Ft. 33176 Telephone: 407-282-8181 Fax: Email: powerxorlando@iovepowerx,com Payment Terms: % days, net 30 FEfN: 65 - 168.8075 Professional. License No.: JB-167191 Signature: Date: 02/09/22 Print Name: Hector Mora Title: Orlando Division Manz Does the respondent accept payment using the City's MASTERCARD? Yes ❑ No END OF SECTION — C tFB No: 22-012 Page 21 of 36