Backup Documents 12/13/2022 Item #16C7A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 C IA
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management /z//4I22-
2. County Attorney Office County Attorney Office �+ Ja �S��Z
S!?( O /
4. BCC Office Board of County
Commissioners 64 4tie h/ I27.iL Z
4. Minutes and Records Clerk of Court's OfficeMC f I 1/I 2 ;3 i
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above,may need to contact staff for additional or missing information.
Name of Primary Ana Reynoso/PROCUREMENT Contact Information 239-252-8950
Staff Contact/
Department
Agenda Date Item DECEMBER 13,2022 Agenda Item Number 16.C.7.01
was Approved by the
BCC
Type of Document CONTRACT Number of Original 1
Attached Documents Attached
PO number or N/A 22-7986 (Primary) POWER
account number if POWER EXTERMINATORS,
document is to be EXTERMINATORS, INC. DBA POWERX
recorded INC. DBA
POWERX
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the AR
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRL
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines'.
8. The document was approved by the BCC on 12/13/2022 and all changes made durik'C 1 N/A is not
the meeting have been incorporated in the attached document. The County u 1022 an option for
Attorney's Office has reviewed the changes,if applicable. "this line.
9. Initials of attorney verifying that the attached document is the version approved by the % "this
N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the to option for
Chairman's signature. this line.
16C A
FIXED TERM SERVICE
MULTI-CONTRACTOR AWARD AGREEMENT
# 22-7986
for
"Pest Control - Collier County Facilities"
THIS AGREEMENT, made and entered into on this 13+" day of c -v b ✓ 20 22 ,
by and between POWER EXTERMINATORS, INC. d/b/a POWERX
authorized to do business in the State of Florida, whose business address is
8815 SW 129TH Street, Miami, FL 33176 , (the "Contractor")
and Collier County, a political subdivision of the State of Florida, (the "County"):
WITNESS ETH:
1 . AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period,
commencing [f upon the date of Board approval;-or { I on and
terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase
Order(s) issued prior to the expiration of the Agreement period have been completed or
terminated.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for
two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the
Contractor written notice of the County's intention to renew the Agreement term prior to
the end of the Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Contractor
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon
issuance of a ❑■ Purchase Order ❑wise-te--Rfeeeed.
3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the
terms and conditions of I I Request for-IPfepese -RF Invitation to Bid (ITB)
Other ( )# 22-7986 ,
including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal
referred to herein and made an integral part of this Agreement.
■ The Contractor shall also provide services in accordance with Exhibit A — Scope of
Services attached hereto.
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3.1 This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the Parties,
in compliance with the County's Procurement Ordinance, as amended, and Procurement
Procedures in effect at the time such services are authorized.
3.211 The procedure for obtaining Work under this Agreement is outlined in Exhibit A -
Scope of Services attached hereto.
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4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of
this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price
methodology as defined in Section 4.1 . Payment will be made upon receipt of a proper
invoice and upon approval by the County's Contract Administrative Agent/Project
Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local
Government Prompt Payment Act".
4.1 Price Methodology (as selected below):
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I Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs,
including labor, materials, equipment, overhead, etc.) for a repetitive product or service
delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The
invoice must identify the unit price and the number of units received (no contractor
inventory or cost verification). Please see Exhibit A - Scope of Services for future price
adjustment modifications.
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4.2 Any County agency may obtain services under this Agreement, provided
sufficient funds are included in their budget(s).
4.3 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6) months
after completion of the Agreement. Any untimely submission of invoices beyond the
specified deadline period is subject to non-payment under the legal doctrine of "laches"
as untimely submitted. Time shall be deemed of the essence with respect to the timely
submission of invoices under this Agreement.
4.4 The County, or any duly authorized agents or representatives of the County, shall
have the right to conduct an audit of Contractor's books and records to verify the accuracy
of the Contractor's claim with respect to Contractor's costs associated with any Payment
Application, Change Order, or Work Directive Change.
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5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance
of the Work. Collier County, Florida as a political subdivision of the State of Florida, is
exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida
Statutes, Certificate of Exemption # 85-8015966531 C.
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6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or emailed to the Contractor at the following:
Company Name: POWER EXTERMINTATORS, INC. d/b/a POWERX
Address: 8815 SW 129th Street
Miami, FL 33176
Authorized Agent: Hector Mora, Division Manager
Attention Name & Title:
Telephone: 1 (800) 555-0170 / (407) 282-8181
E-Mail(s): powerxorlando@lovepowerx.corn
All Notices from the Contractor to the County shall be deemed duly served if mailed or
emailed to the County to:
Board of County Commissioners for Collier County, Florida
Division Director: John McCormick P.E., Interim Director of Facilities Management
Division Name: Facilities Management Division
Address: 3335 Tamiami Trail East, Suite 101
Naples, FL 34112
Administrative Agent/PM: Sandi Felke, Sr. Operations Analyst
Telephone: (239) 252-2041
E-Mail(s): Sandi.Felke@CollierCountyFL.Gov
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a
partnership between the County and the Contractor or to constitute the Contractor as an
agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. The County
will not be obligated to pay for any permits obtained by Subcontractors.
Payment for all such permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely responsible
for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons employed
by the Contractor.
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9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect
or hereafter enacted or adopted. In the event of such violation by the Contractor or if the
County or its authorized representative shall deem any conduct on the part of the
Contractor to be objectionable or improper, the County shall have the right to suspend the
Agreement of the Contractor. Should the Contractor fail to correct any such violation,
conduct, or practice to the satisfaction of the County within twenty-four (24) hours after
receiving notice of such violation, conduct, or practice, such suspension to continue until
the violation is cured. The Contractor further agrees not to commence operation during
the suspension period until the violation has been corrected to the satisfaction of the
County.
10. TERMINATION. Should the Contractor be found to have failed to perform his services in
a manner satisfactory to the County as per this Agreement, the County may terminate
said Agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be the sole judge of
non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the
County shall be limited to that portion of the Agreement Amount earned through the date
of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions
of the services not performed.
11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin or any other class protected by federal or Florida
law.
12. INSURANCE. The Contractor shall provide insurance as follows:
A. ■ Commercial General Liability: Coverage shall have minimum limits of
$ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability
and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply
per project. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. ■ Business Auto Liability: Coverage shall have minimum limits of$ 1,000,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. ■ Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws. The coverage must
include Employers' Liability with a minimum limit of$ 1,000,000 for each accident.
Page 5 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
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Special Requirements: Collier County Board of County Commissioners, OR, Board of
County Commissioners in Collier County, OR, Collier County Government shall be listed
as the Certificate Holder and included as an "Additional Insured" on the Insurance
Certificate for Commercial General Liability where required. This insurance shall be
primary and non-contributory with respect to any other insurance maintained by, or
available for the benefit of, the Additional Insured and the Contractor's policy shall be
endorsed accordingly.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County thirty (30) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire until
the greater of thirty (30) days prior written notice, or in accordance with policy provisions.
Contractor shall also notify County, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non-renewal or material change in
coverage or limits received by Contractor from its insurer, and nothing contained herein
shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that the Contractor is required to meet.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor
shall defend, indemnify and hold harmless Collier County, its officers and employees from
any and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Contractor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the
Contractor or anyone employed or utilized by the Contractor in the performance of this
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16C7A
Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty to
indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor,
County and any indemnified party. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being provided to
Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive
the expiration or earlier termination of this Agreement until it is determined by final judgment
that an action against the County or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Facilities Management Division
15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following
component parts, all of which are as fully a part of the Agreement as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate(s), AI Exhibit A Scope of Services,
Exhibit B Fee Schedule, n RFP/ n ITB/1 I Other
#22-7986 , including Exhibits, Attachments and Addenda/Addendum, n subsequent
quotes, and I-I Other Exhibit/Attachment: ExhibitC-1: Additional Terms and Conditions for Drywood Termite Partial Treatment
and Subterranean Termite Treatment Services
17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to
the terms of this Agreement.
18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of County
Commissioners.
19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any employee of
the firm from contact with County staff for a specified period of time; b. Prohibition by the
individual and/or firm from doing business with the County for a specified period of time,
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including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate
termination of any Agreement held by the individual and/or firm for cause.
20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Contractor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety including, but
not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public
Records Law Chapter 119, if applicable, including specifically those contractual
requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
Communications, Government and Public Affairs Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest(c�colliercountyfl.gov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public
records required by the public agency to perform the service. If the Contractor
transfers all public records to the public agency upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,
the Contractor shall meet all applicable requirements for retaining public records.
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All records stored electronically must be provided to the public agency, upon request from
the public agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
21 . OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful Contractor extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful Contractor.
22. PAYMENTS WITHHELD. The County may decline to approve any application for
payment, or portions thereof, because of defective or incomplete work, subsequently
discovered evidence or subsequent inspections. The County may nullify the whole or any
part of any approval for payment previously issued and the County may withhold any
payments otherwise due to Contractor under this Agreement or any other Agreement
between the County and Contractor, to such extent as may be necessary in the County's
opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party
claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of
Contractor to make payment properly to subcontractors or for labor, materials or
equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance
of the Contract Amount; (e) reasonable indication that the Work will not be completed
within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or
(g) any other material breach of the Contract Documents.
If any conditions described above are not remedied or removed, the County may, after
three (3) days written notice, rectify the same at Contractor's expense. The County also
may offset against any sums due Contractor the amount of any liquidated or unliquidated
obligations of Contractor to the County, whether relating to or arising out of this Agreement
or any other Agreement between Contractor and the County.
If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark-
up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary
of the Company and any business, corporation, partnership, limited liability company or
other entity in which the Company or a Parent or a Subsidiary of the Company holds any
ownership interest, directly or indirectly.
23. ■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. At the completion of the Work,
Contractor shall remove all debris, rubbish and waste materials from and about the Project
site, as well as all tools, appliances, construction equipment and machinery and surplus
materials, and shall leave the Project site clean.
24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES.
The Contractor shall employ people to work on County projects who are neat, clean,
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well-groomed and courteous. Subject to the American with Disabilities Act, Contractor
shall supply competent employees who are physically capable of performing their
employment duties. The County may require the Contractor to remove an employee it
deems careless, incompetent, insubordinate or otherwise objectionable and whose
continued employment on Collier County projects is not in the best interest of the County.
25. Ill WARRANTY. Contractor expressly warrants that the goods, materials and/or
equipment covered by this Agreement will conform to the requirements as specified, and
will be of satisfactory material and quality production, free from defects, and sufficient for
the purpose intended. Goods shall be delivered free from any security interest or other
lien, encumbrance or claim of any third party. Any services provided under this Agreement
shall be provided in accordance with generally accepted professional standards for the
particular service. These warranties shall survive inspection, acceptance, passage of title
and payment by the County.
Contractor further warrants to the County that all materials and equipment furnished under
the Contract Documents shall be applied, installed, connected, erected, used, cleaned
and conditioned in accordance with the instructions of the applicable manufacturers,
fabricators, suppliers or processors except as otherwise provided for in the Contract
Documents.
If, within one (1) year after final completion, any Work is found to be defective or not in
conformance with the Contract Documents, Contractor shall correct it promptly after
receipt of written notice from the County. Contractor shall also be responsible for and pay
for replacement or repair of adjacent materials or Work which may be damaged as a result
of such replacement or repair. These warranties are in addition to those implied
warranties to which the County is entitled as a matter of law.
26. ■ TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws,
ordinances, rules or regulations of any public authority having jurisdiction over the Project
requires any portion of the Work to be specifically inspected, tested or approved,
Contractor shall assume full responsibility therefore, pay all costs in connection therewith
and furnish to the County the required certificates of inspection, testing or approval. All
inspections, tests or approvals shall be performed in a manner and by organizations
acceptable to the County.
27. I, PROTECTION OF WORK.
A. Contractor shall fully protect the Work from loss or damage and shall bear the cost
of any such loss or damage until final payment has been made. If Contractor or
anyone for whom Contractor is legally liable is responsible for any loss or damage
to the Work, or other work or materials of the County or County's separate
contractors, Contractor shall be charged with the same, and any monies necessary
to replace such loss or damage shall be deducted from any amounts due to
Contractor.
B. Contractor shall not load nor permit any part of any structure to be loaded in any
manner that will endanger the structure, nor shall Contractor subject any part of the
Work or adjacent property to stresses or pressures that will endanger it.
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C. Contractor shall not disturb any benchmark established by the County with respect
to the Project. If Contractor, or its subcontractors, agents or anyone, for whom
Contractor is legally liable, disturbs the County's benchmarks, Contractor shall
immediately notify the County. The County shall re-establish the benchmarks and
Contractor shall be liable for all costs incurred by the County associated therewith.
28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from
specifications shall be approved in writing by the County in advance.
29. CHANGES IN THE WORK. The County shall have the right at any time during the
progress of the Work to increase or decrease the Work. Promptly after being notified of a
change, Contractor shall submit an estimate of any cost or time increases or savings it
foresees as a result of the change. Except in an emergency endangering life or property,
or as expressly set forth herein, no addition or changes to the Work shall be made except
upon modification of the Purchase Order by the County, and the County shall not be liable
to the Contractor for any increased compensation without such modification. No officer,
employee or agent of the County is authorized to direct any extra or changed work orally.
Any modifications to this Agreement shall be in compliance with the County Procurement
Ordinance and Procedures in effect at the time such modifications are authorized.
30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall
remain in effect.
31 . ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this
Agreement in compliance with the Procurement Ordinance, as amended, and
Procurement Procedures.
32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by
this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be attended
by representatives of Contractor with full decision-making authority and by County's staff
person who would make the presentation of any settlement reached during negotiations
to County for approval. Failing resolution, and prior to the commencement of depositions
in any litigation between the parties arising out of this Agreement, the parties shall attempt
to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator
certified by the State of Florida. The mediation shall be attended by representatives of
Contractor with full decision-making authority and by County's staff person who would
make the presentation of any settlement reached at mediation to County's board for
approval. Should either party fail to submit to mediation as required hereunder, the other
party may obtain a court order requiring mediation under section 44.102, Fla. Stat.
33. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction
on all such matters.
Page 11 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
16C7A
34. n KE—PE O-NNELThe ent-r-acts--pefsennekan a iagemen --to-lie-utitized-fef
t rej e-t -t eta fit- -reserves—the
y b e--eiast r-e-that-eampetel t
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rroplete-ttae-se te-ee-ee - masts,-at d-eeeh-per-see
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+tee : a e--er- betteF-qt attficattees
ed-its-w itiRg far- a s--pess+bte-
The-Crentrac-tiaF-shall-make-GeRwlefeially-feaseRalale-offer-ts-te-n-elify-Gellier--Getinty-witilin
a its-f i nal-a p p rev al-ef-p re posed aeeetat
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■ AGREEMENT STAFFING. The Contractor's personnel and management to be utilized
for this Agreement shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that
competent persons will be utilized in the performance of the Agreement. The Contractor
shall assign as many people as necessary to complete required services on a timely basis,
and each person assigned shall be available for an amount of time adequate to meet
required services.
35. ■ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms
of any of the Contract Documents, the terms of solicitation, the Contractor's Proposal,
and/or the County's Board approved Executive Summary, the Contract Documents shall
take precedence.
Q ER-OF-PR E--DENC-E f-Gra+t-F-anded). In the event of-an-y-confltetbetween r
a eng-t gent r~d-ppicoved
Ex epee over-t e-ter- -ef
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e—reselvcd by--it peg—the--laore st-Fiat--or-eestly
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36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without the County's consent, shall be void. If Contractor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contractor has assumed toward the County.
37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as
amended. Background checks are valid for five (5) years and the Contractor shall be
responsible for all associated costs. If required, Contractor shall be responsible for the
costs of providing background checks by the Collier County Facilities Management
Division for all employees that shall provide services to the County under this Agreement.
This may include, but not be limited to, checking federal, state and local law enforcement
Page 12 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
16C7A
records, including a state and FBI fingerprint check, credit reports, education, residence
and employment verifications and other related records. Contractor shall be required to
maintain records on each employee and make them available to the County for at least
four(4)years. All of Contractor's employees and subcontractors must wear Collier County
Government Identification badges at all times while performing services on County
facilities and properties. Contractor ID badges are valid for one (1) year from the date of
issuance and can be renewed each year at no cost to the Contractor during the time
period in which their background check is valid, as discussed below. All technicians shall
have on their shirts the name of the contractor's business.
The Contractor shall immediately notify the Collier County Facilities Management Division
via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier
County separates from their employment. This notification is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four (4)
hours of separation may result in a deduction of $500 per incident.
38. ■ SAFETY. All Contractors and subcontractors performing service for Collier County are
required and shall comply with all Occupational Safety and Health Administration (OSHA),
State and County Safety and Occupational Health Standards and any other applicable
rules and regulations. Also, all Contractors and subcontractors shall be responsible for
the safety of their employees and any unsafe acts or conditions that may cause injury or
damage to any persons or property within and around the work site.
Collier County Government has authorized the Occupational Safety and Health
Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way
for the purpose of inspection of any Contractor's work operations. This provision is non-
negotiable by any division/department and/or Contractor. All applicable OSHA inspection
criteria apply as well as all Contractor rights, with one exception. Contractors do not have
the right to refuse to allow OSHA onto a project that is being performed on Collier County
Property. Collier County, as the owner of the property where the project is taking place
shall be the only entity allowed to refuse access to the project. However, this decision
shall only be made by Collier County's Risk Management Division Safety Manager and/or
Safety Engineer.
(Intentionally left blank -signature page to follow)
Page 13 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
16CTA
IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed
this Agreement on the date and year first written above.
i
ATTEST: BOARD OF COU TY COMMISSIONERS j
Crystal K. Ktnzel, Clerk of the Circuit COLLIER COAT. a DA 1
Court a Comptroll
(.1 ( e-)
/ .w OA" 1
By. / By. - i Willi: L. McDaniel, Jr , Chairman
Dated: /(
(SEAL
Attest as to Chairgian',
signature only.
Contractor's Witnesses: POWER EXTERMINATORS, INC.
Contractor
d/b/a POWERX
)
p 1 �� By; ��/
Contr tor's First itrJ ss
1 H ec o/ Ih orc3. ,i D V j5i ark Man��t✓
r V.
l� <<t TType/print signature and titleJ
TT pe/ ' t witness eT
Contractor's Second Witness
i r I ' 'c,Mr,r;IL -
TType/print witness namel
Ap ov d as o F• - d egality:
.ems.r
'1/, , County� Attorney
G `/} p —A Lt
Print Name
Page 14 of 17
Fixed Terns Service Multi-Contractor Agreement 2022_Ver.2 t
16C7A
Exhibit A
Scope of Services
AI following this page (pages 1 through 5
n this exhibit is not applicable
Page 15 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
16C ? A
Invitation to Bid (ITB) 22-7986
"Pest Control—County Facilities"
EXHIBIT A
SCOPE OF SERVICES
The services provided through this agreement are awarded on a Primary/Secondary basis as follows:
Primary Contractor: POWER EXTERMINATORS, INC. dba POWERX
Secondary Contractor: SOUTHERN SERVICE SOLUTIONS, LLC
1.0 General Information
It is the intent of the County that pest control services are completed monthly(INTERIOR AND EXTERIOR)on County
owned and leased buildings to prevent infestations and address any insect or rodent issues. The qualified Contractor will
provide monthly services, call-backs, and specialized services as needed through the application of chemical and/or non-
chemical pest control methods and resistance management practices(i.e.,baits,traps,etc.). Services include the application
of chemicals,inspection of facilities and grounds, and installation/maintenance of bait traps.Rodent calls are handled through
callbacks throughout the month. The awarded contractor shall furnish all labor,tools,equipment,materials,insurance,supervision,
and any other item necessary to perform services as required by the Scope of Work.The Contractor must employ a responsible
method of pest control management with the least possible hazard to people, property and the environment and the most
judicious use of pesticides.
If the Primary Contractor is not available,the County will utilize services from the Secondary Contractor. While the County
intends to use the Primary and Secondary Contractors for the services outlined in this Scope of Work,the County reserves the
right to seek services outside of the contract if the Primary and Secondary are unable to perform.
2.0 Monthly Required Services
The awarded Contractor will be responsible for providing monthly pest control services including, but not limited to:
2.0.1. Spraying of the Interior and Exterior of facilities:
• Control of common household pests, specifically ants, roaches, silverfish, firebrats, earwigs,
millipedes,centipedes, crickets, scorpions, spiders, fleas, ticks, bees, wasps, hornets, etc.
• Apply interior supplies / chemicals to buildings, including but not limited to offices, storage rooms,
mezzanines, attics, kitchens, basements, labs, kennels, locker rooms, bathrooms, etc.
• Special attention shall be paid to problem areas such as kitchens and bathrooms.
o This requires monitoring and inquiry of building occupants.
• Apply perimeter supplies /chemicals to the outside of the buildings which shall include but not be limited
to porches, windows, window frames, eaves, patios, doorways, refuse areas, decks, under decks, and
anywhere pests congregate.
• Perimeter exterior treatment will be performed quarterly in addition to monthly service. Treatments may
be applied no further than three (3) to four (4) feet away from the exterior wall and no more than two(2)
to three(3) feet from the bottom of the exterior wall. Application of treatments to interior or exterior trees
or other plant material is prohibited.
• Perform additional treatments, as needed per Section 2.0.4.
2.0.2. Preventative Control of rats and/or mice,under and around the designated structures including the area extending
to fifteen(15)feet. Traps must be checked daily until the condition is under control and less service is approved
by the County Representative or designee. The County requests the following level of service:
o Standard control for rats and/or mice is daily for seven(7)days from the reported incident then once
per week for an additional three (3) weeks (total service four (4) weeks). Daily site visits will be
required initially for seven (7) days, but may be extended, at the discretion of the County
Representative or designee.
Page 1 of 5
Exhibit A—Scope of Services
CAO
16C ? A
Invitation to Bid (ITB) 22-7986
"Pest Control—County Facilities"
o The Contractor will provide deodorants, when necessary, at no additional cost, and will be utilized
to overcome possible odors caused by rats and/or mice. However, even with deodorants, every
effort must be made to remove the source of the odor,when/where accessible.
2.0.3. Following the monthly pest control services and site inspections, a written report/check list will be provided
detailing the results of the inspection services completed, and making specific recommendations to the County
Representative or designee for future remedial actions, etc.
o Typically, pest control services will be completed during normal business hours (Monday-Friday,
8:00 am- 5:00 pm); however,the County Representative or designee may request services during
off-hours,as deemed necessary by the County Representative or designee.
o A surcharge calculated at time and a half(1-1/2 per hour) for off-hours, if necessary, and first
approved in writing by the County Representative or designee.
2.0.4. Callbacks: If callbacks are necessary,the awarded Contractor(s)shall perform all callbacks within twenty-four
(24)hours after receipt of written notice of the problem at no cost to the County. If a rodent or insect situation
is not under control after two(2)callbacks,the County will utilize the services of the secondary contractor,and
the contract with the primary contractor may be terminated.
2.0.5. County Work Order System: Contractor(s) may also be required to use the County's Work Management
procedures, such as utilizing work order forms or future online work order system, at no additional cost to the
County or Contractor.The Contractor will be responsible for utilizing any systems used by the County for work
orders under this Agreement.
3.0 Service Locations
Collier County currently has one hundred and fifty-nine (159) designated locations for which monthly service shall be
provided. For reference purposes,the County has created the below table consolidating the number of buildings by size of
location.
Number Prior Annual Estimated
Size of Location of Quantities(Sq Ft/Mo.)
Buildings
0— 1,000 18 10,543
1,001 —5,000 52 128,820
5,001 — 10,000 33 247,946
10,001 —20,000 28 369,590
20,001 —50,000 20 565,531
50,001 — 100,000 4 285,932
100,001 —+ 4 674,930
4.0 Unit Prices
The monthly pest control services are based upon a unit cost per"square foot"as outlined in the Exhibit B Fee Schedule.
The unit prices shall be inclusive of all costs,including labor,materials,equipment,overhead,etc.,for the product or service
requested.
The special services are based upon a unit cost per"square foot","linear foot"and"hourly rate"as outlined in the Exhibit
B Fee Schedule. The unit prices shall be inclusive of all costs,including labor,materials,equipment,overhead,etc.,for the product
or service requested. The services with an associated hourly rate as a measure of cost will be paid only for actual time at
the worksite and travel time will not be an allowable item.
5.0 Price Modifications
Price increase requests may be submitted 12 months after the contract anniversary date based on the percent change(up or
Page 2 of 5
Exhibit A—Scope of Services
1 6 C 7 A
Invitation to Bid (ITB) 22-7986
"Pest Control—County Facilities"
down)of the Consumer Price Index(CPI). Retroactive price adjustments are not authorized. All requests must be
submitted to the County Representative or designee.Any requested adjustment shall be fully documented and submitted
to the County no less than thirty(30)days prior to the contract anniversary date.Any approved cost adjustments shall
become effective as of the anniversary date or upon Procurement Director/Board approval,
• Contractor shall provide supporting documentation justifying price increases(examples: Contractor's
material agreements, distributor invoices, proof of fuel increases, etc.).
• County Representative or designee shall analyze prices to determine if increases are fair and reasonable
using the following methods: price competition(reviewing competitive bids or offers),market prices,
historical prices, or independent estimates.
• Contractor shall continue to fill all purchase orders received at the current agreement prices during the review
process.
• The Procurement Director has the authority to approve price adjustments in accordance with the
Procurement Ordinance,as amended. The bid tabulation shall be modified with the price increases and
uploaded into the County's Finance system.
• Price increase requests are not guaranteed. If approved, the Procurement Director or designee will notify
the Contractor in writing with the effective date of any approved price increases.
The County may, after examination, refuse to accept the adjusted costs if they are not properly documented, or
considered to be excessive,or if decreases are insufficient. In the event the County does not wish to accept the adjusted
costs and the matter cannot be resolved to the satisfaction of the County,a contract termination will have to be processed.
6.0 Additions and Deletions of Locations
The County Representative or designee shall attempt to provide advanced written notice to the Contractor of all additional
and/or new locations. Pricing for additional locations shall be at the unit price specified in the square footage rates
provided in the Contractor's proposal. If removing a location from coverage,the County Representative or designee shall
provide written or electronic notice to the Contractor. The removed location shall not be billed for the month of removal.
Any prepaid coverage fees will be refunded at a pro-rata amount to the County in the form of a credit on the subsequent
billing.
7.0 Special Services Upon Request
Special Services will be requested on an"as needed"basis. Special services can be contracted by all Departments/Divisions
as needed for work not covered under the general scope of services. A scope of services will be provided,and a Purchase
Order(PO) will be given prior to the services being performed. Each service is to be invoiced in accordance with the
price set forth in the contract for the service rendered. These services are considered alternatives (the services are not a
requirement of the contract but may be incorporated if the selected Contractor can provide the services). Any additional
terms and conditions for termite services shall have been provided in conjunction with ITB 22-7986.
These services include but are not limited to:
• Termite inspections and treatments(initial or annual inspection/retreatments:
o The Contractor will evaluate the area to determine the type of termites present and develop a
course of treatment and provide it to the County Representative or designee for approval prior to
service.
o Any additional terms and conditions for termite services shall have been provided in conjunction with ITB
22-7986.
o Entering,inspecting,and treating of specified structures must be performed to minimize interference
with the daily routine of County employees and individuals using the facilities. The date and time
of services must be mutually agreed upon by the County Representative or designee and the
awarded Contractor(s).
o Cost will be based upon the type of termite and unit of measure as stated on the Exhibit B Fee
Schedule.
Page 3 of 5
Exhibit A—Scope of Services
GEC;:
16C7q
Invitation to Bid (ITB) 22-7986
"Pest Control—County Facilities"
The below services require an hourly rate as defined on the Exhibit B Fee Schedule:
• Rodent Exclusion Services: All form of rodent eradication; location and sealing off all entry points,gaps,
holes,etc.
o Treatment is dependent upon location of entry points and type of building(i.e.,wood, stucco, etc.).
o Setting traps outside of the required 15' from a building(i.e., parking lots, parks general areas)
• Bed Bug Treatment: Treatment dependent upon level and location of infestation.
8.0 Personnel
All Contractor(s) personnel will always have the Contractor's business name on their shirts and a Collier County
Government issued badge/card available. Site access will be limited to required company vehicles and delivery vehicles
only. Any parking at any of the County buildings or facilities is to be coordinated, in advance of starting a purchase
order, with the County designee. Contractor(s) parking shall not interfere with County personnel or public parking or
pedestrian traffic.Violators will be towed at owner's expense.
• The Contractor is required to comply with County Ordinance 2004-52,as amended. Background checks are
valid for five(5)years and the Contractor shall be responsible for all associated costs.If required,Contractor
shall be responsible for the costs of providing background checks by the Collier County Facilities
Management Division for all employees that shall provide services to the County under this Agreement.
This may include,but not be limited to,checking federal,state,and local law enforcement records,including
a state and FBI fingerprint check, credit reports, education, residence and employment verifications and
other related records. Contractor shall be required to maintain records on each employee and make them
available to the County for at least four (4) years. All of Contractor's employees and subcontractors must
always wear Collier County Government Identification badges while performing services on County
facilities and properties. Contractor ID badges are valid for one (1)year from the date of issuance and can
be renewed each year at no cost to the Contractor during the time period in which their background check
is valid, as discussed below.All technicians shall have on their shirts the name of the contractor's business.
• The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail
(DL-FMOPS@colliercountyfl.gov)whenever an employee assigned to Collier County separates from their
employment. This notification is critical to ensure the continued security of Collier County facilities and
systems.
• Collier County Sheriffs Office (CCSO) requires separate fingerprinting prior to work being performed in
any of their locations. This will be coordinated upon award of the contract. If there are additional fees for
this process,the Contractor is responsible for all costs.
Proper behavior and language by all Contractor(s) employees will always be enforced while working on County property.
Contractor(s)employees shall be prohibited from disturbing items in County offices,and from smoking in any ofthe County
facilities.
10.0 Contractor Licensing Requirements
A Florida Certified Pesticide Applicator's License must be maintained throughout the life of the contract. Service
Technicians must always have the applicable licensing with them. Operator's licensing must be in the category of
General Household Pest & Rodent Control. A copy of renewed licensing must be submitted to the County
Representative or designee each year. Contractor must ensure that trained personnel with proper licenses apply
pesticides. The Contractor shall use qualified technicians to complete all work in accordance with the requirements
specified in this Scope of Work. At any given time,the Technician's credentials may be requested by the County.
11.0 Records/Documentation and Safety
The Contractor(s)is responsible to maintain and update records for each serviced location.The documentation will include,
and not be limited to,records of all service calls,services performed, site recommendations,and any additional services,
if applicable. The Contractor(s)will maintain a service log for each site.The Contractor(s)will not charge for any call back
work.All reports shall be sent to the County Representative,or their designee,noting date,type of service,location,etc.
Page 4 of 5
Exhibit A—Scope of Services
1 6 C ?
Invitation to Bid (ITB) 22-7986
"Pest Control—County Facilities"
A current material,supplies,and equipment list shall be provided and updated on a quarterly basis with the updated list.
The Contractor shall be responsible for the safe use and application of any pesticides or devices used in the pest control
programs required under the contract. Protective clothing, equipment and devices shall as a minimum, conform to
Occupational Safety and Health(OSHA)standard for the products being used. A Safety Data(SDS),in compliance with the
standards set forth in Occupational Safety and Health Administration(OSHA)Hazard Communication Standard(H.C.S.),
29 CFR 1910.1200,shall be provided.This includes,but is not limited to:
• The chemical name and the common name for the toxic substance.
• The hazards or other risks in the use of the toxic substance, including but not limited to the potential for fire,
explosion, corrosively, and reactivity; known acute and chronic health effects of the risks from exposure,
including the medical conditions which are generally recognized as being aggravated by exposure to the
toxic substance; and the primary routes of entry and symptoms of over-exposure.
• The proper precautions, handling practices, necessary personal protective equipment, and other safety
precautions in the use or exposure to the toxic substances, including appropriate emergency treatment in the
case of over exposure.
• The emergency protocol for spills,fire,disposal,blood-borne pathogens,and first aid.
• A description in lay terms of the known, specific potential health risks posed by the toxic substance
intended to alert any person reading the information.
• The year and month, if available, that the information was compiled and the name, address, and
emergency telephone number of the manufacturer responsible for preparing the information.
• Note: All changes/updates shall be immediately reported to the County Representative or designee.
Page 5of5
Exhibit A—Scope of Services
0,01
1 6 C 7 A
Exhibit B
Fee Schedule
following this page (pages 1 through 1 )
Page 16 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
16C ? A
INVITATION TO BID ITB# 22-7986
"PEST CONTROL - COLLIER COUNTY FACILITIES"
EXHIBIT B
FEE SCHEDULE
POWERX
(PRIMARY CONTRACTOR)
MONTHLY PEST CONTROL
Item# Size of Location(Sq.Ft.) Unit Price
0—1,000 $15.00
Description:
Monthly Price per square foot for locations under 1,001 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 10,543 sq ft/mo(18 Bldgs).Prior quantities are
not indicative of future use.
1,001—5,000 $20.00
Description:
2 Monthly Price per square foot for locations 1,001-5,000 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 128,820 sq ft/mo(52 Bldgs).Prior quantities
are not indicative of future use.
5,001—10,000 W' x. •4« .
Description:
3 Monthly Price per square foot for locations 5001-10,000 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 247,946 sq ft/mo(33 Bldgs).Prior quantities
are not indicative of future use.
10,001—20,000 $35.00
Description:
4 Monthly Price per square foot for Iocations10,001-20,000 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 369,590 sq ft/mo(28 Bldgs).Prior quantities
are not indicative of future use.
20,001—50,000 $75.00
Description.
5 Monthly Price per square foot for locations 20,001-50,000 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 565,531 sq ft/mo(20 Bldgs).Prior quantities
are not indicative of future use.
50,001—100,000 $125.00
Description:
Monthly Price per square foot for locations under 50,001-100,000 square feet per
6 location.
Service Locations:
Prior Annual Quantities estimated at 285,932 sq ft/mo(4 Bldgs).Prior quantities are
not indicative of future use.
100,001+
Description:
7 Monthly Price per square foot for locations over 100,001 square feet per location.
Service Locations:
Prior Annual Quantities estimated at 6741930 sq ft/mo(4 Bldgs).Prior quantities are
jnot indicative of future use
SPEC1AL4SERR�%CESY-Upon Request
Drywood Termite Treatment $0.10 *
6 Description:
Price per cubic foot for drywood treatment as needed.
Subterranean Termite Treatment $3.50
9 Description:
Price per linear foot for subterranean treatment needed.
Rodent Exclusion $75.00
10 Description:
Price per labor hour for rodent control as needed.
Bed Bug Treatment $150.00
11 Description:
Price per labor hour for bed bug treatment as needed.
*For Tenting Services
16C / A
Other Exhibit/Attachment
Description: Exhibit C-1 : Additional Terms and Conditions for Termite Services
UI following this page (pages 1 through 7 )
I this exhibit is not applicable
Page 17 of 17
Fixed Term Service Multi-Contractor Agreement 2022_Ver.2
EXHIBIT C-1 16 C 1 A
POWER ,
Lawn Nutrition Pest Control
GENERAL TERMS AND CONDITIONS
DRYWOOD TERMITE PARTIAL TREATMENT
GENERAL TERMS AND CONDITIONS
POWERX and Customer agree to the following Terms and Conditions:
1. SPECIFIC EXCLUSIONS FOR RETREATMENT ONLY SERVICE:
POWERX's only obligation is to retreat the Treated Area(s) of the Structure identified in Service
Agreement should a live infestation of Drywood Termites occur or reoccur following POWERX's initial
treatment. Accordingly, Customer agrees that this Agreement does not cover and POWERX shall not be
responsible or liable for any of the following:
a. Damage of aty nature to the Structure(s) or its contents resulting from Drywood Termites,
Subterranean Termites, or any other insect, pest, or wood-destroying organisms, including their
respective aerial infestations.
b. Damage and/or remedial treatments resulting from a disruption of the termiticide treatment or
from infested wood and/or furniture being introduced into Structure(s)after initial treatment.
c. The treatment for infestations in inaccessible areas or that are concealed by Exterior Insulation
and Finish System (EIFS), an application of Closed Cell or Open Cell Spray Foam insulation
(Polyurethane, Polystyrenes, Polyisocyanurates, or Polyisocyanurates based materials and all
similar materials collectively referred to as foam materials)to a crawlspace area, attic area,or an
area behind any type of siding which limits or prohibits an adequate inspection and treatment.
d. Personal expenses or economic damages such as lodging, meals, transportation, medical, gas,
utilities, etc.; or reimbursement for loss of quiet enjoyment, loss of use or diminution in value of
the Structure(s);or any indirect,special,or consequential damages, including loss of anticipated
or actual profits, income or business opportunities.
e. Injury or death of any pets or feral animals.
f. Damage caused by POWERX to trees, shrubs, flowers, sprinkler systems or portions of
Structure(s)that interfere with the services provided under this Agreement.
No provision within this Agreement should be construed to mean that Drywood Termites will never
infest or reinfest the Treated Area(s). These specific exclusions are in addition to any and all other
exclusions, disclaimers, limitations, or conditions contained within this Agreement.
2. LIMITATION ON LIABILITY:
In the event that any of the exclusions in Paragraph 1 above do not apply for any reason, POWERX's
liability for any claim whatsoever is limited to the TOTAL PRICE amount indicated on the front of this
Agreement. This Agreement is not intended to benefit any person or entity other than the named
Customer or subsequent Transferee.
3. DUTY TO AVOID CONDUCIVE CONDITIONS
Customer agrees to cooperate with POWERX during the term of this Agreement by avoiding and
eliminating those conditions or factors that might contribute to a Drywood Termite infestation or disrupt
the termiticide treatment applied to the Treated Area(s). These conditions include,but are not to be limited
to, an application of Closed Cell or Open Cell Spray Foam insulation (Polyurethane based products,
Polystyrenes, Polyisocyanurates, Polyisocyanurates and all similar materials collectively referred to as
foam materials) to a crawlspace area, attic area, or an area behind any type of siding which limits or
prohibits an adequate inspection, crawlspace encapsulation systems which limit or prohibit an adequate
Page 1 of 7
Exhibit C-1—General Terms and Conditions
Gt'�'±
1 6 C 7 A
EXHIBIT C-1
POWERAio
Lawn Nutrition Pest Control
inspection of a crawlspace area. Customer's failure to eliminate the conducive condition within sixty (60)
days of POWERX's written notification will render this Agreement voidable, in whole or part, by
POWERX.
4. MODIFICATIONS OR ALTERATIONS TO STRUCTURE(S)
This Agreement only covers the Treated Area(s) of Structure identified on the front page of this
Agreement. The Customer shall provide notification to POWERX, in writing, prior to any alteration,
addition, modification or change to the Treated Area(s) or any disruption of the applied termiticide
treatment applied. POWERX shall have the right to terminate this Agreement if Customer fails to provide
such written notice of any alteration, addition, modification or change to the Treated Area(s) or the
disruption of the termiticide treatment. Any additional treatment required because of any alteration,
addition, modification or change to the Treated Area(s) of the
Structure or any disruption of the termiticide treatment shall be provided by POWERX at Customer's
expense. Customer agrees that POWERX shall have the right to charge an additional fee or increase the
renewal fee stated on the front page of this Agreement,or both, as a result of such alteration, addition,
modification or change to Treated Area(s)of the Structure that affects the efficacy of the treatment
applied to the Treated Area(s).
5. CHANGE IN LAW
Should any federal, state or local law or regulation change regarding the Agreement, treatment or
services, POWERX is authorized to take any action necessary to bring itself into compliance with said
laws. If POWERX cannot modify the terms of this its Agreement or its treatments or services in order to
comply with such change in the law, then POWERX reserves the right to immediately terminate this
Agreement.
6. CHEMICAL SENSITIVITY
If Customer or an occupant of the Structure knows, or believes, that he or she may be sensitive to
pesticides, written notice must immediately be provided to the POWERX prior to any treatment or
retreatment performed on the Structure(s). POWERX reserves the right, upon receipt of such
notification, to deny or terminate service. Failure to provide this notification represents Customer and
occupants' assumption of the risk and waiver of any claims against POWERX in connection with such
sensitivity. Customer further agrees to indemnify,protect and hold harmless POWERX from any and all
chemical sensitivity claims, causes, actions, judgments, costs, attorney's fees, expenses and losses of
every kind and character, whether direct or indirect, brought by Customer or other occupants of the
Structure, if Customer fails to provide the above written notice.
7. BINDING ARBITRATION
Customer and POWERX agree that any and all controversies or claims between them arising out of or
relating to this Drywood Termite Agreement,or the breach thereof,shall be settled solely and exclusively
by arbitration administered under the Revised Florida Arbitration Act,Chapter 682,Florida Statutes,and
judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. Such arbitration shall be conducted in Collier County, Florida, using the substantive law of
Florida governing the issue or claim in dispute. The arbitrator shall be independent, mutually agreed
upon, and to the greatest extent possible, be knowledgeable in pest control and building construction
matters by education, experience, licensing and training to deal with the issues and claims presented.
Neither party shall sue the other where the basis of the suit is or arises out of this Agreement, other than
for(1)enforcement of this arbitration provision,(2) appointment of an arbitrator if one cannot be
Page 2 of 7
Exhibit C-1—General Terms and Conditions
1 6 C 7 A
EXHIBIT C-1
POWER
Lawn Nutrition Pest Control
mutually agreed upon, or(3)enforcement of the arbitrator's decision. The Parties agree that the sole and
exclusive venue of any suit shall be Collier County,Florida. All costs,expenses,and fees of arbitration
and settling a controversy shall be borne equally by the parties. This arbitration provision shall
survive cancellation, expiration, or termination of this Agreement.
8. TRANSFERABILITY
This Agreement is transferable to a new owner of the Structure at POWERX's discretion. If POWERX
consents to such transfer, POWERX may charge a transfer fee and adjust the annual renewal fee.
9. TERMINATION
POWERX' responsibilities, duties, obligations, and any liabilities under this Agreement shall be
terminated if POWERX is prevented or delayed from fulfilling any of its duties, obligations or
responsibilities under the terms of this Agreement by reasons or circumstances beyond its control or by
the Customer's interference or refusal to provide POWERX with access to Structure(s).
10.SEVERABILITY
Customer agrees that if any part of this Agreement is held to be invalid or unenforceable for any reason,
the remaining terms and conditions of this Agreement shall remain in full force and effect.
Page 3 of 7
Exhibit C-1—General Terms and Conditions
6
EXHIBIT C-1 1 4
POWER
Lawn Nutrition Pest Control
GENERAL TERMS AND CONDITIONS
SUBTERRANEAN TERMITE TREATMENT
GENERAL TERMS AND CONDITIONS
POWERX and Customer agree to the following Terms and Conditions:
1. SPECIFIC EXCLUSIONS FOR RETREATMENT ONLY SERVICE:
POWERX's only obligation is to retreat the Structure(s) if a live infestation of Subterranean
Termites occurs. Accordingly, Customer agrees that this Agreement does not cover, and
POWERX shall not be responsible or liable for, any of the following:
a. Damage of any nature to the Structure(s) or its contents resulting from any species of
subterranean termites, including Eastern or Formosan subterranean termites, drywood
termites or any other insect, pest, mold, fungi or wood-destroying organism.
b. Service or treatments for any other species of subterranean termite other than that
subterranean termite selected for service under the terms of this Agreement. If
Formosan subterranean termite service is not selected, Formosan Subterranean
termites are excluded from service under this Agreement.
c. Damage, service or remedial treatments resulting from subterranean termite infested
wood and/or furniture introduced into Structure(s) before or after the initial treatment or
any retreatment.
d. Service, treatments or damage caused by an aerial infestation or the establishment of a
satellite colony (an infestation that does not need to return to the ground) of any type of
termite, to include any Subterranean Termites designated for service under this
Agreement.
e. Personal expenses or economic damages such as lodging, meals, transportation,
medical, gas, utilities, etc..., or reimbursement for loss of quiet enjoyment, loss of use
or diminution in value of the Structure(s); or any indirect, special, or consequential
damages, including loss of anticipated or actual profits, income or business
opportunities, which arose as a result of an infestation of or damage caused by
Subterranean Termites or any service provided under this Agreement.
f. Damage of any nature or treatments resulting from hidden construction defects, foam
insulation, or paver installations which provide access to the Structure(s) over or
around the any termiticide application or caused by a conducive condition (see
paragraph 3 below) identified in writing by POWERX which was not corrected by
Customer within sixty (60) days.
g. Injury or death to any domestic pets or feral animals.
h. Damage caused by POWERX to trees, shrubs, flowers, sprinkler systems or portions
of Structure(s) that interfere with the services provided under this Agreement.
No provision within this Agreement should be construed to mean that Subterranean Termites
will never infest, reinfest or damage the Structure(s). These specific exclusions are in addition
to any and all other exclusions, disclaimers, limitations, or conditions contained within this
Agreement.
2. LIMITATION ON LIABILITY:
In the event that any of the exclusions in Paragraph 1 do not apply for any reason, to include
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Exhibit C-1 —General Terms and Conditions
1 6 C 7 A
EXHIBIT C-1
Lawn Nutrition Pest Control
POWERX's negligence or breach of this Agreement, POWERX's liability for any claim
whatsoever is limited to the Total Price amount indicated on the front of this Agreement. This
Agreement is not intended to benefit any person or entity other than the named Customer or
subsequent Transferee.
3. DUTY TO AVOID CONDUCIVE CONDITIONS
Customer agrees to cooperate with POWERX during the term of this Agreement by avoiding
and eliminating those conditions or factors that might contribute to a Subterranean Termite
infestation or disrupt the effectiveness of the treatments. These conditions include, but are
not to be limited to, construction defects, wood, trash, Exterior Insulation and Finish System
(EIFS), an application of Closed Cell or Open Cell Spray Foam insulation (Polyurethane based
products, Polystyrenes, Polyisocyanurates, Polyisocyanurates and all similar materials
collectively referred to as foam materials) to a crawlspace area, attic area, or an area behind
any type of siding which limits or prohibits an adequate inspection, crawlspace encapsulation
systems which limit or prohibit an adequate inspection of a crawlspace area, stucco below
grade, direct wood to soil contact, tree stumps, standing water or above ground moisture
accumulations caused by any natural or man-made source. Such moisture accumulations
include, but are not to be limited to, condensation, leaks from exterior walls, windows, doors,
roofs, skylights, chimneys, gutters, down spouts, plumbing, plumbing fixtures, sprinkler
systems, moisture trapped by foam materials, air conditioning and heating systems (including
condensate drains and duct work) or inadequate ventilation. In no event is POWERX
responsible any additional service or damage to the Structure(s) or its contents resulting from
conditions conducive to a Subterranean Termite infestation. Customer agrees to eliminate any
conducive conditions identified within sixty (60) days of POWERX's written notification of such
conditions. Customer's failure to eliminate the conducive condition within sixty (60) days of
POWERX's written notification will render this Agreement voidable, in whole or part, by
POWERX.
4. MODIFICATIONS OR ALTERATIONS TO STRUCTURE(S)
This Agreement only covers the original configuration of the Structure(s) identified above as of
the date of this Agreement. The Customer shall provide notification to POWERX, in writing, prior
to any alteration, addition, modification or change to the Structure(s), to include, but not limited
to, the application of Closed Cell or Open Cell Spray Foam insulation, the installation of a
crawlspace encapsulation system, any disruption of the applied treatment(s) or soil surrounding
the foundation of the Structure(s). POWERX shall have the right to terminate this Agreement if
Customer fails to provide written notice of any alteration, addition, modification or change to the
Structure(s), or disruption of the applied treatment or soil surrounding the foundation of the
Structure(s). Any additional treatment or service required due to an alteration, addition,
modification or change to the Structure(s) will be provided by POWERX at Customer's expense.
Customer agrees that POWERX shall have the right to charge an additional fee or increase the
renewal fee stated on the front page of this Agreement, or both, as a result of such alteration,
addition, modification, or change to the Structure(s), or disruption of the applied treatment or
soil surrounding the foundation of the Structure(s) that occurs while this Agreement is in effect.
5.CHANGE IN LAW
Should any federal, state or local law or regulation change affecting this Agreement or the
services or treatment provided thereunder, POWERX is authorized to take any action necessary
Page 5 of 7
Exhibit C-1 —General Terms and Conditions
G�'
EXHIBIT C-1 V 4 A
POWEI , .
Lawn Nutrition Pest Control
to bring itself into compliance with said laws. If POWERX cannot modify the terms of this
Agreement or its services or treatment in order to comply with such change in the law, then
POWERX reserves the right to immediately terminate this Agreement.
6. CHEMICAL SENSITIVITY
If Customer or an occupant of the Structure(s) knows, or believes, that he or she may be
sensitive to pesticides, written notice must immediately be provided to POWERX prior to any
treatment or retreatment performed on the Structure(s). POWERX reserves the right, upon
receipt of such notification, to deny or
terminate service. Failure to provide this notification represents Customer and occupants'
assumption of the risk and waiver of any claims against POWERX in connection with such
sensitivity. Customer further agrees to indemnify, protect and hold harmless POWERX from any
and all chemical sensitivity claims, causes, actions,judgments, costs, attorney's fees, expenses
and losses of every kind and character, whether direct or indirect, brought by Customer or other
occupants of the Structure(s), if Customer fails to provide the above written notice.
7. BINDING ARBITRATION:
Customer and POWERX agree that any and all controversies or claims between them arising
out of or relating to this Subterranean Termite Agreement, or the breach thereof, shall be settled
solely and exclusively by arbitration administered under the Revised Florida Arbitration Act,
Chapter 682, Florida Statutes, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Such arbitration shall be conducted in Collier
County, Florida, using the substantive law of Florida governing the issue or claim in dispute. The
arbitrator shall be independent, mutually agreed upon, and to the greatest extent possible, be
knowledgeable in pest control and building construction matters by education, experience,
licensing and training to deal with the issues and claims presented. Neither party shall sue the
other where the basis of the suit is or arises out of this Agreement, other than for(1) enforcement
of this arbitration provision, (2) appointment of an arbitrator if one cannot be mutually agreed
upon, or (3) enforcement of the arbitrator's decision. The Parties agree that the sole and
exclusive venue of any suit shall be Collier County, Florida. All costs, expenses, and fees of
arbitration and settling a controversy shall be borne equally by the parties. This arbitration
provision shall survive cancellation, expiration, or termination of this Agreement.
8.TRANSFERABILITY
This Agreement is transferable to a new owner of the Structure(s) at POWERX's discretion. If
POWERX consents to such transfer, POWERX may charge a transfer fee and adjust the annual
renewal fee.
9.TERMINATION
POWERX's responsibilities, duties, obligations, and any liabilities under this Agreement shall be
terminated if POWERX is prevented or delayed from fulfilling any of its duties, obligations or
responsibilities under the terms of this Agreement by reasons or circumstances beyond its
control or by the Customer's interference or refusal to provide POWERX with access to
Structure(s). Customer agrees to provide unimpeded access to the treated Structure(s) on the
property for any inspections or treatment as deemed necessary by POWERX.
Page 6 of 7
Exhibit C-1 —General Terms and Conditions
EXHIBIT C-1 16 C 7 A
POWER
Lawn Nutrition Pest Control
10.SEVERABILITY
Customer agrees that if any part of this Agreement is held to be invalid or
unenforceable for any reason, the remaining terms and conditions of this Agreement
shall remain in full force and effect.
Page 7 of 7
Exhibit C-1 —General Terms and Conditions ,�—�