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HomeMy WebLinkAbout2015 12 14 Consent 300 Neighborhood Parks Chemical Services Agreement COMMISSION AGENDA Informational Consent X ITEM 300 public Hearings g Regular December 14, 2015 KS CC Regular Meeting City Manager Department REQUEST: The Parks and Recreation Department is requesting the City Commission authorize the City Manager to execute the attached Agreement as prepared by the City Attorney, between the City of Winter Springs and Power Exterminators, Inc. for Neighborhood Parks Chemical Services. SYNOPSIS: The Parks and Recreation Department is requesting the City Commission authorize the City Manager to execute the attached Agreement as prepared by the City Attorney, between the City of Winter Springs and Power Exterminators, Inc. for Neighborhood Parks Chemical Services. CONSIDERATIONS: • Power Exterminators, Inc. has provided lowest bid of$17,814 for neighborhood parks Chemical Services. • Neighborhood Parks include City parks outside of Central Winds Park. A specific plan is outlined in Exhibits A-E for each park. • Scope of work includes insect and disease control, broadleaf weed control, dry fertilization in October, December, March, May and July and Top Choice Application once a year in May. • Includes Ant Control treatment annually along with spot treatments throughout the year as requested. FISCAL IMPACT: $17,814 for Neighborhood Parks Chemical Services is currently budgeted in the Parks and Consent 300 PAGE 1 OF 2- December 14,2015 Recreation Parks and Ground Budget. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney/Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas/Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at five (5) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: Staff is recommending the City Commission authorize the City Manager to execute the attached Agreement, as prepared by the City Attorney, between the City of Winter Springs and Power Exterminators, Inc. for Neighborhood Parks Chemical Services. ATTACHMENTS: Attachment A-Neighborhood Parks Chemical Services Agreement with Exhibits A-E. Consent 300 PAGE 2 OF 2- December 14,2015 AGREEMENT FOR CHEMICAL SERVICES THIS AGREEMENT FOR CHEMICAL SERVICES ("Agreement") is made and entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), located at 1126 East State Road 434,Winter Springs,Florida 32708, and Power Exterminators,Inc., a Florida corporation, authorized to conduct business in Florida ("Service Provider"), located at 5032 Forsyth Commerce Road,Suite 2,Orlando,FL 32807 WITNESSETH: WHEREAS, City wishes to obtain Neighborhood Parks Chemical Services on a continuing basis; and WHEREAS, Service Provider participated in the selection and negotiation process; and WHEREAS, Service Provider is willing to provide such Neighborhood Parks Chemical Services for the City under the terms and conditions stated herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1.0 GENERAL PROVISIONS 1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by reference. 1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance as set forth herein, and the steps necessary to complete the Services within the time set forth herein. Service Provider warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services within the time set forth herein. Service Provider will perform its Services with due and reasonable diligence consistent with sound professional practices. 2.0 TERM AND DEFINITIONS 2.1 This contract shall be for a term of twelve (12) months commencing on January 1, 2016 and terminating on December 31, 2016. By mutual agreement of both parties hereto, the term of this Agreement may be extended for five (5) additional one year terms, provided the City determines, in its discretion, that Service Provider has adequately performed during the previous term of this Agreement. In the event this contract is extended, the contract price may be adjusted to Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 1 of 13 allow for consumer price increases based on Bureau of Labor and Statistics - Producer Price Index not to exceed 2 (two) percent The adjustment will be based on the annual contract period from the same period of the previous year and calculated prior to renewal. The Agreement may be canceled in whole or part by the City or the Service Provider, upon giving at least (30) days written notice prior to cancellation; EXCEPT that non-performance on the part of the Service Provider will be grounds for immediate termination. Unless otherwise provided in said notice, all work being performed by Service Provider at the time of receipt of the notice shall immediately cease and no further work shall be provided by Service Provider under this Agreement. 2.2 Definitions. The following words and phrases used in this Agreement shall have the following meaning ascribed to them unless the context clearly indicates otherwise: a. "Agreement" or"Contract" shall be used interchangeably and shall refer to this Agreement, as amended from time to time, which shall constitute authorization for the Service Provider to provide the maintenance services approved by the City. b. "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not go into effect until said date. C. "Service Provider" shall mean Power Exterminators. Inc.. a Florida Corporation, and its principals, officers, employees, and agents. d. 'Public Record" shall have the meaning given in Section 119.011(1), Florida Statutes. e. "Work" or "Services" shall be used interchangeably and shall include the performance of the work agreed to by the parties in this Agreement. f. "City Project Manager" or "Designated Representative" or "Project Director" for the City or his designee, who is to provide the general administration of the Agreement. 3.0 SCOPE OF SERVICES 3.1 Service Provider shall provide those Neighborhood Parks Chemical Services, for the City of Winter Springs, as set forth in the Treatment Schedules for the respective City parks, which Treatment Schedules are attached hereto as Fxhibita A E and fully incorporated herein by this reference, including the furnishing of all labor, equipment, tools, materials, incidentals and the performing of all operations necessary as described in the Project Manual for City of Winter Springs. 4.0 CHANGES IN THE SCOPE OF WORK 4.1 City may make changes in the Services at any time by giving written notice to Service Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 2 of 13 Provider. If such changes increase (additional services) or decrease or eliminate any amount of Work, City and Service Provider will negotiate any change in total cost or schedule modifications. If the City and the Service Provider approve any change, the Contract will be modified in writing to reflect the changes. All change orders shall be authorized in writing by City's and Service Provider's designated representative. 4.2 All of City's amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable. 5.0 SCHEDULE 5.1 Service Provider shall perform services in conformance with the schedule reasonably established by the City Project Manager. Service Provider shall complete all of said services in a timely manner and will keep City apprized of the status of work on at least a monthly basis or as otherwise reasonably requested by the City. Should Service Provider fall behind on the established schedule, it shall employ such resources so as to comply with the schedule. 5.2 No extension for completion of services shall be granted to Service Provider without City's prior written consent. 6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER 6.1 Compensation. For the Services provided pursuant to the Agreement, the City agrees to pay Service Provider a sum not to exceed SEVENTEEN THOUSAND, EIGHT HUNDRED AND FOURTEEN Dollars ($17,814.00). If this Agreement is extended, the total annual amount paid to Service Provider shall not exceed the above mentioned number adjusted by the Producer Price Index as set forth in paragraph 2.1 of this Agreement. 6.2 Additional Services. From time to time during the term of this Agreement, City may request that Service Provider perform additional Services not required under the Project Manual. For those additional services agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total amount equal to that mutually agreed upon by the parties in writing. 6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the Service Provider the invoice amount providing said amount accurately reflects the terms and conditions of this Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Unless otherwise agreed in writing by the City, there shall be no other compensation paid to the Service Provider and its principals, employees, and independent professional associates and consultants in the performance of Work under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered by Service Provider. The Service Provider may only bill the City for actual work performed. 7.0 RIGHT TO INSPECTION 7.1 City or its affiliates shall at all times have the right to review or observe the services performed by Service Provider. Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 3 of 13 7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this Agreement. 8.0 AUDIT AND INSPECTIONS All Service Provider's records with respect to any matters covered by this Agreement shall be made available to the City, at any time during normal business hours, as often as the City deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Service Provider within thirty (30) days after receipt by the Service Provider. Failure of the Service Provider to comply with the above audit requirements will constitute a material breach of this Agreement and may result, at the sole discretion of the City, in the withholding of payment for services provided under this Agreement. 9.0 PROFESSIONALISM AND STANDARD OF CARE 9.1 Service Provider shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. Service Provider shall also use the degree of care and skill in performing the Services that are ordinarily exercised under similar circumstances by reputable members of Service Provider's profession working in the same or similar locality as Service Provider. 10.0 SUBMITTAL OF PROGRESS REPORTS 10.1 Service Provider shall submit a monthly written progress report as to the status of all Work set forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used to provide the agreed-upon Services. If the detail is not sufficient in the City Project Manager's reasonable discretion to permit the City to determine the Work performed or the manner in which it is being performed,the City may seek more detail from the Service Provider. 11.0 WARRANTY OF PROFESSIONAL SERVICES 11.1 The Service Provider (for itself and any of its employees, contractors, partners, and agents used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its contractors, partners, and agents used to perform the Services) have sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Work,the Service Provider shall supervise and direct the Work,using its best skill and attention and shall enforce strict discipline and good order among its employees. The Service Provider shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work. 12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER 12.1 Service Provider hereby represents and warrants to the City the following: a. Service Provider is duly registered and licensed to do business in the State of Florida and is in good standing under the laws of Florida, and is duly qualified and authorized to carry on the functions and operations set forth in Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 4 of 13 this Agreement. b. The undersigned signatory for Service Provider has the power, authority, and the legal right to enter into and perform the obligations set forth in this Agreement and all applicable exhibits thereto, and the execution, delivery, and performance hereof by Service Provider has been duly authorized by the board of directors and/or president of Service Provider. In support of said representation, Service Provider agrees to provide a copy to the City of a corporate certificate of good standing provided by the State of Florida prior to the execution of this Agreement. c. Service Provider is duly licensed under all local, state and federal laws to provide the Services stated in paragraph 3.0 herein. In support of said representation, Service Provider agrees to provide a copy of all said licenses to the City prior to the execution of this Agreement. 13.0 WORK IS A PRIVATE UNDERTAKING 13.1 With regard to any and all Work performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and Service Provider is such that the Service Provider is an independent contractor and not an agent of the City. The Service Provider, its contractors, partners, agents, and their employees are independent contractors and not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Service Provider, its contractors, partners, employees, or agents, during or after the performance of the Work under this Agreement. 14.0 PROGRESS MEETING 14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required by the City, during the term of work entered into under this Agreement. Service Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by the City Project Manager. 15.0 SAFETY 15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees, contractors, and agents while performing Services provided hereunder. 16.0 INSURANCE 16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible for providing the types of insurance and limits of liability as set forth below. a. The Service Provider shall maintain comprehensive general liability insurance in the minimum amount of$1,000,000 as the combined single limit for each occurrence to protect the Service Provider from claims of property damages which may arise from any Services performed under this Agreement whether such Services are Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 5 of 13 performed by the Service Provider or by anyone directly employed by or contracting with the Service Provider. b. The Service Provider shall maintain comprehensive automobile liability insurance in the minimum amount of $1,000,000 combined single limit bodily injury and minimum $1,000,000 property damage as the combined single limit for each occurrence to protect the Service Provider from claims for damages for bodily injury, including wrongful death, as well as fromclaims from property damage, which may arise from the ownership, use, or maintenance of owned and non- owned automobiles, including rented automobiles whether such operations be by the Service Provider or by anyone directly or indirectly employed by the Service Provider. c. The Service Provider shall maintain, during the life of this Agreement, adequate Workers' Compensation Insurance in at least such amounts as are required by law and Employer's Liability Insurance in the minimum amount of$1,000,000 for all of its employees performing Work for the City pursuant to this Agreement. 16.2 Special Requirements. Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance shall be provided to the City by Service Provider upon the Effective Date of this Agreement which satisfied the insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City 30 days prior to any expiration date. There shall also be a 30-day advance written notification to the City in the event of cancellation or modification of any stipulated insurance coverage. The City shall be an additional named insured on all stipulated insurance policies as its interest may appear,from time to time. 16.3 Independent Associates and Consultants. All independent contractors or agents employed by Service Provider to perform any Services hereunder shall fully comply with the insurance provisions contained in these paragraphs for sections 15 and 16. 17.0 COMPLIANCE WITH LAWS AND REGULATIONS 17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules, regulations, standards, and/or ordinances applicable to the performance of Services under this Agreement. 18.0 DOCUMENTS 18.1 Public Records. In accordance with section 119.0701, Florida Statutes, Service Provider agrees that all documents, transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to this Agreement or in connection with any funds provided by the City pursuant to this Agreement may be considered public records pursuant to Chapter 119, Florida Statutes. Service Provider agrees to keep and maintain any and all public records that ordinarily and necessarily would be required by the City in order to perform the services required by this Agreement. Service Provider also agrees to provide the public with access to public records on the same terms and conditions that the City Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 6 of 13 would provide the records and at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. Service Provider shall also ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. In addition, Service Provider shall meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Service Provider upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. If Service Provider does not comply with a public records request, the City shall have the right to enforce the provisions of this Paragraph. In the event that Service Provider fails to comply with the provisions of this Paragraph, and the City is required to enforce the provisions of this Paragraph, or the City suffers a third party award of attorney's fees and/or damages for violating the provisions of Chapter 119, Florida Statutes due to Service Provider from Service Provider prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Paragraph against Service Provider. And, if applicable, the City shall also be entitled to reimbursement of any and all attorney's fees and damages which the City was required to pay a third party because of Service Provider's failure to comply with the provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement. 19.0 ASSIGNMENT 19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies due or to become due hereunder without the prior, written consent of City.If upon receiving written approval from City, any part of this Agreement is subcontracted by Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by the subcontractor as if no subcontract had been made. 19.2 If City determines that any subcontractor is not performing in accordance with this Agreement, City shall so notify Service Provider who shall take immediate steps to remedy the situation. 19.3 If any part of this Agreement is subcontracted by Service Provider, prior to the commencement of any Work by the subcontractor, Service Provider shall require the subcontractor to provide City and its affiliates with insurance coverage as set forth by the City. 20.0 TERMINATION: DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES 20.1 The City reserves the right to revoke and terminate this Agreement and rescind all rights and privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall represent a default and breach of this Agreement: a. Service Provider defaults in the performance of any material covenant or condition of this Agreement and does not cure such other default within fourteen (14) calendar days after written notice from the City specifying the default complained of, unless, however, the nature of the default is such that it cannot, in the exercise of reasonable diligence, be remedied within fourteen (14) calendar days, in which case the Service Provider shall Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 7 of 13 have such time as is reasonably necessary to remedy the default, provided the Service Provider promptly takes and diligently pursues such actions as are necessary therefore; or b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors or Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or c. Service Provider has acted negligently, as defined by general and applicable law, in performing the Services hereunder; or d. Service Provider has committed any act of fraud upon the City; or e. Service Provider has made a material misrepresentation of fact to the City while performing its obligations under this Agreement; or f. Service Provider is experiencing a labor dispute which threatens to have a substantial, adverse impact upon performance of this Agreement without prejudice to any other right or remedy City may have under this Agreement. 20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall have the right to exercise any other remedy the City may have by operation of law, without limitation, and without any further demand or notice, 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 prior to the effective date of termination. 21.0 FORCE MAJEURE 21.1 Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate this Agreement. 22.0 GOVERNING LAW&VENUE 22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. 23.0 HEADINGS 23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 8 of 13 24.0 SEVERABILITY 24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law,the parties, at the sole discretion and option of the City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable. 25.0 INTEGRATION: MODIFICATION 25.1 The drafting, execution, and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both parties. 26.0 WAIVER AND ELECTION OF REMEDIES 26.1 Waiver by either party of any terms or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. 26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each parry hereto. 27.0 THIRD PARTY RIGHTS 27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service Provider. 28.0 PROHIBITION AGAINST CONTINGENT FEES 28.1 Service Provider warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Service Provider, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Service Provider, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 29.0 NO JOINT VENTURE 29.1 Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other party. Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 9 of 13 30.0 ATTORNEY'S FEES 30.1 Should either party bring an action to enforce any of the terms of this Agreement, the prevailing party shall be entitled, to the extent permitted by law, to recover from the non-prevailing party the costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement,trial or on appeal. 31.0 COUNTERPARTS 31.1 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. 32.0 DRAFTING 32.1 City and Service Provider each represent that they have both shared equally in drafting this Agreement and no parry shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 33.0 NOTICE 33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: For Service Provider: Power Exterminators,Inc. 5032 Forsyth Commerce Road Suite 2 Orlando, FL 32807 For Ci : City of Winter Springs Parks and Recreation Department 1126 East State Road 434 Winter Springs, FL 32708 Phone: (407)327-6597 Facsimile: (407)327-4763 33.2 Either party may change the notice address by providing the other party written notice of the change. 34.0 SOVEREIGN IMMUNITY 34.1 Nothing contained in this Agreement shall be construed as a waiver of the City's Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 10 of 13 right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. 35.0 INDEMNIFICATION 35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to the fullest extent pemnitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers, and city attorneys (individually and in their official capacity)from and against all claims,losses, damages, personal injuries(including but not limited to death), or liability (including reasonable attorney's fees through any and all administrative, trial and appellate proceedings), directly or indirectly arising from: a. any default under this Agreement by Service Provider; b. any negligent act, omission or operation of work related to all Services performed under this Agreement by Service Provider, and its employees, principals, agents, independent contractors, and consultants. c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting from Service Provider's and its employees, partners, contractors, and agents on the performance of the Services being performed under this Agreement; d. Service Provider's, and its employees, partners, contractors, and agents failure to comply with the provisions of any federal, state, or local laws, ordinance, or regulations applicable to Service Provider's and its employees, partners, contractors, and agents performance under this Agreement; e. any fraud and misrepresentation conducted by Service Provider and its employees, partners, contractors, and agents on the City under this Agreement. 35.2 The indemnification provided above shall obligate the Service Provider to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its commissioners, employees, officers, and City Attorney which may result from any negligent act, omission or operation of work related to the Services under this Agreement whether the Services be performed by the Service Provider, or anyone directly or indirectly employed by them. In ail events the City and its commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 11 of 13 36.0 ORDER OF PRECEDENCE 36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order: a. Addenda to this Agreement subsequent to the Effective date of this Agreement; b. This Agreement; and c. Exhibits to this Agreement. 36.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service Provider. 37.0 AGREEMENT INTERPRETATION 37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies be found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the Agreement and work descriptions and the Service Provider hereby agrees to abide by the City's interpretation and agrees to carry out the work in accordance with the decision of the City. 37.2 When the material, article, or equipment is designated by a brand name and more than one brand name is listed, it will be understood that the work is based on one brand name only. The Service Provider will be responsible for all coordination necessary to accommodate the material, article, or equipment being provided without additional cost to the City. A substitute material, article, or equipment is allowed if it is reasonably equivalent to the brand name specified. The City has full discretion to decide whether a substitute is reasonably equivalent. Service Provider must notify the City prior to use of the substitute for a specified brand name and allow the City to make a determination before Service Provider uses the substitute. (Signature Page Follows) Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 12 of 13 IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY: SERVICE PROVIDER: CITY OF WINTER SPRINGS, POWER EXTERMINATORS, INC., a Florida municipal corporation. a Florida corporation. Kevin L. Smith, Print Name: City Manager Title: Date: Date: ATTEST: Andrea Lorenzo-Luaces, City Clerk Agreement for Chemical Services City of Winter Springs/Power Exterminators,Inc. Page 13 of 13 EXHIBIT A - S 5032 Forsyth Commerce Rd. Suite# 2 rrower„racermnaos Orlando FL 32807 Lawn & Shrub Service Agreement Office:(407)282-8181 Fax:(407)282-8186 Serving Florida Customers since 1988 with our passion for excellence. Regional Manager-Cap Caponi-Mobile-(407)212-8520 Property:City of Winter Springs-Moss Park Billing Information:City of Winter Springs Parks S. Moss Rd. 2015-16 1126 E.State Rd 434 Winter Springs, FL 32708 Winter Springs, FL.32708 Contact:Tina or Greq Phone: Wk- Fax: Email: Turf Treatments Shrub and Tree Treatments Service Month Application Description Cost Service Month Application Description Cost ❑Januar F1 Insect&Disease Control ❑Dry Fertilization y El Liquid Fertilization ❑Fire Ant Control $ ❑January ®Insect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ®Disease Control ❑Dry Fertilization ❑February $ ❑February ❑Insect Growth Regulator $ EMarcff E Insect&Disease Control ®Dry Fertilization $162 ❑March El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ ❑April E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑April ❑Insect Growth Regulator $ EMay E Insect&Disease Control EDry Fertilization $630 [-]May Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑June E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑June ❑Insect Growth Regulator $ EJuly E Insect&Disease Control EDry Fertilization $162 ❑July Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑August $ ❑August ❑Insect Growth Regulator $ Else tember E Insect&Disease Control ❑Dry Fertilization p $ ❑September Elnsect Control El Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑October $162 ❑October ❑Insect Growth Regulator $ ❑November E Insect&Disease Control ❑Dry Fertilization $ ❑November El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization ❑December $162 ❑December ❑Insect Growth Regulator $ Nematodes&untreatable diseases are excluded from this Nematodes,Boring Insects&Untreatable diseases program. are excluded from this program. ANNUAL LAWN CARE COST: $1278.00 ANNUAL SHRUB CARE COST: $ Specialized Applications Specialized Applications E Top Choice Application-1 year Fire Ant Guarantee INC ❑Palm Fertilization Program $ ❑Soil Ph Application-Sulfur or Lime ❑ Mauget Tree Injections ❑ ❑Palm Drench Program Sub-Total $ Sub-Total $ Annual Lawn Program Cost $ Annual Shrub Program Cost $ COMMENTS: COMMENTS: This agreement is for 12 months and maybe terminated with 30 days written notice. This Pool screen areas will not be fertilized due to potential staining of deck.Fruit bearing agreement will automatically renewal yearly. Grassy weed control treatments in St. trees and annual plantings are excluded from this program. Palms and other trees Augustine or Bahia turf are no longer allowed by law and will not be preformed. Non- under 20"will be included with this program.Applications will be billed as rendered selective treatment programs for grassy weeds in St.Augustine can be developed by your and payments are due upon receipt. Annual prepay options are available with Power Representative. In the event of a collection of this account, client agrees to pay discount of %.Total annual prepay w/Discount- $ reasonable Attorneys fees in addition to balance of service account. • • 11 Cap Caponi-CPO 5274 10/7/2015 Authorized Igna ure a e Power txterminator Representative Date EXHIBIT B - S 5032 Forsyth Commerce Rd. Suite# 2 rrower„racermnaos Orlando FL 32807 Lawn & Shrub Service Agreement Office:(407)282-8181 Fax:(407)282-8186 Serving Florida Customers since 1988 with our passion for excellence. Regional Manager-Cap Caponi-Mobile-(407)212-8520 Property:City of Winter Springs-Sunshine Park Billing Information:City of Winter Springs-Urban Beautification Dept N Edgemon Ave 2015-16 1126 E.State Rd 434 Winter Springs, FL 32708 Winter Springs, FL.32708 Contact:Tina or Greq Phone: Wk- Fax: Email: Turf Treatments Shrub and Tree Treatments Service Month Application Description Cost Service Month Application Description Cost ❑Januar F1 Insect&Disease Control ❑Dry Fertilization y El Liquid Fertilization ❑Fire Ant Control $ ❑January ®Insect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ®Disease Control ❑Dry Fertilization ❑February $ ❑February ❑Insect Growth Regulator $ EMarcff E Insect&Disease Control ®Dry Fertilization $444 EMarch El Liquid Fertilization ❑Fire Ant Control Elnsect Control E Horticultural Oil $50 ❑April E Broadleaf Weed Control ❑Pre-emergent EDisease Control EDry Fertilization $ ❑April ❑Insect Growth Regulator $ EMay E Insect&Disease Control ❑Dry Fertilization $1168 Elnsect Control ❑Horticultural Oil $50 ❑Liquid Fertilization EFire Ant Control ❑June E Broadleaf Weed Control ❑Pre-emergent EDisease Control ❑Dry Fertilization $ ❑June Elnsect Growth Regulator $ EJuly E Insect&Disease Control ❑Dry Fertilization $444 EJuly Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control EDisease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑August $ EAugust ❑Insect Growth Regulator $50 Else tember E Insect&Disease Control ❑Dry Fertilization p $ ❑September Elnsect Control El Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control E EDisease Control ❑Dry Fertilization Broadleaf Weed Control ❑Pre-emergent EOctober $444 EOctober Elnsect Growth Regulator $50 ❑November ❑Insect&Disease Control ❑Dry Fertilization $ ❑November El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent EDisease Control ❑Dry Fertilization EDecember $444 ❑December ❑Insect Growth Regulator $ Nematodes&untreatable diseases are excluded from this Nematodes,Boring Insects&Untreatable diseases program. are excluded from this program. ANNUAL LAWN CARE COST: $2944.00 ANNUAL SHRUB CARE COST: $200.00 Specialized Applications Specialized Applications E Top Choice Application-1 year Fire Ant Guarantee INC ❑Palm Fertilization Program $ ❑Soil Ph Application-Sulfur or Lime ❑ Mauget Tree Injections ❑ ❑Palm Drench Program Sub-Total $ Sub-Total $ Annual Lawn Program Cost $ Annual Shrub Program Cost $ COMMENTS: COMMENTS: This agreement is for 12 months and maybe terminated with 30 days written notice. This Pool screen areas will not be fertilized due to potential staining of deck.Fruit bearing agreement will automatically renewal yearly. Grassy weed control treatments in St. trees and annual plantings are excluded from this program. Palms and other trees Augustine or Bahia turf are no longer allowed by law and will not be preformed. Non- under 20"will be included with this program.Applications will be billed as rendered selective treatment programs for grassy weeds in St.Augustine can be developed by your and payments are due upon receipt. Annual prepay options are available with Power Representative. In the event of a collection of this account, client agrees to pay discount of %.Total annual prepay w/Discount- $ reasonable Attorneys fees in addition to balance of service account. TOTAL • 11 Cap Caponi 10/7/2015 Authorized Igna ure a e Power txterminator Representative Date EXHIBIT C - S 5032 Forsyth Commerce Rd. Suite# 2 rrower„racermnaos Orlando FL 32807 Lawn & Shrub Service Agreement Office:(407)282-8181 Fax:(407)282-8186 Serving Florida Customers since 1988 with our passion for excellence. Regional Manager-Cap Caponi-Mobile-(407)212-8520 Property:City of Winter Springs-Torcaso Park Billing Information:City of Winter Springs Parks N. Moss Rd. 2015-16 1126 E.State Rd 434 Winter Springs, FL 32708 Winter Springs, FL.32708 Contact:Tina or Greq Phone: Wk- Fax: Email: Turf Treatments Shrub and Tree Treatments Service Month Application Description Cost Service Month Application Description Cost ❑Januar F1 Insect&Disease Control ❑Dry Fertilization y El Liquid Fertilization ❑Fire Ant Control $ ❑January ®Insect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ®Disease Control ❑Dry Fertilization ❑February $ ❑February ❑Insect Growth Regulator $ EMarcff E Insect&Disease Control ®Dry Fertilization $336 ❑March El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ ❑April E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑April ❑Insect Growth Regulator $ EMay E Insect&Disease Control EDry Fertilization $$12 ❑May Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑June E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑June ❑Insect Growth Regulator $ EJuly E Insect&Disease Control EDry Fertilization $336 ❑July Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑August $ ❑August ❑Insect Growth Regulator $ Else tember E Insect&Disease Control ❑Dry Fertilization p $ ❑September Elnsect Control El Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑October $336 ❑October ❑Insect Growth Regulator $ ❑November E Insect&Disease Control ❑Dry Fertilization $ ❑November El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization ❑December $336 ❑December ❑Insect Growth Regulator $ Nematodes&untreatable diseases are excluded from this Nematodes,Boring Insects&Untreatable diseases program. are excluded from this program. ANNUAL LAWN CARE COST: $2156.00 ANNUAL SHRUB CARE COST: $ Specialized Applications Specialized Applications E Top Choice Application-1 year Fire Ant Guarantee INC ❑Palm Fertilization Program $ ❑Soil Ph Application-Sulfur or Lime ❑ Mauget Tree Injections ❑ ❑Palm Drench Program Sub-Total $ Sub-Total $ Annual Lawn Program Cost $ Annual Shrub Program Cost $ COMMENTS: COMMENTS: This agreement is for 12 months and maybe terminated with 30 days written notice. This Pool screen areas will not be fertilized due to potential staining of deck.Fruit bearing agreement will automatically renewal yearly. Grassy weed control treatments in St. trees and annual plantings are excluded from this program. Palms and other trees Augustine or Bahia turf are no longer allowed by law and will not be preformed. Non- under 20"will be included with this program.Applications will be billed as rendered selective treatment programs for grassy weeds in St.Augustine can be developed by your and payments are due upon receipt. Annual prepay options are available with Power Representative. In the event of a collection of this account, client agrees to pay discount of %.Total annual prepay w/Discount- $ reasonable Attorneys fees in addition to balance of service account. • • 11 Cap Caponi-CPO 5274 10/7/2015 Authorized Igna ure a e Power txterminator Representative Date EXHIBIT D - S 5032 Forsyth Commerce Rd. Suite# 2 rrower„racermnaos Orlando FL 32807 Lawn & Shrub Service Agreement Office:(407)282-8181 Fax:(407)282-8186 Serving Florida Customers since 1988 with our passion for excellence. Regional Manager-Cap Caponi-Mobile-(407)212-8520 Property:City of Winter Springs-Trotwood Park Billing Information:City of Winter Springs Parks Trotwood Blvd 2015-16 1126 E.State Rd 434 Winter Springs, FL 32708 Winter Springs, FL.32708 Contact:Tina or Greq Phone: Wk- Fax: Email: Turf Treatments Shrub and Tree Treatments Service Month Application Description Cost Service Month Application Description Cost ❑Januar F1 Insect&Disease Control ❑Dry Fertilization y El Liquid Fertilization ❑Fire Ant Control $ ❑January ®Insect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ®Disease Control ❑Dry Fertilization ❑February $ ❑February ❑Insect Growth Regulator $ EMarcff E Insect&Disease Control ®Dry Fertilization $1184 ❑March El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ ❑April E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑April ❑Insect Growth Regulator $ EMay E Insect&Disease Control EDry Fertilization $3792 [-]May Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑June E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑June ❑Insect Growth Regulator $ EJuly E Insect&Disease Control EDry Fertilization $1184 ❑July Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑August $ ❑August ❑Insect Growth Regulator $ Else tember E Insect&Disease Control ❑Dry Fertilization p $ ❑September Elnsect Control El Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ E Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑October $1184 ❑October ❑Insect Growth Regulator $ ❑November E Insect&Disease Control ❑Dry Fertilization $ ❑November El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ E Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization ❑December $1184 ❑December ❑Insect Growth Regulator $ Nematodes&untreatable diseases are excluded from this Nematodes,Boring Insects&Untreatable diseases program. are excluded from this program. ANNUAL LAWN CARE COST: $8528.00 ANNUAL SHRUB CARE COST: $ Specialized Applications Specialized Applications E Top Choice Application-1 year Fire Ant Guarantee INC ❑Palm Fertilization Program $ ❑Soil Ph Application-Sulfur or Lime ❑ Mauget Tree Injections ❑ ❑Palm Drench Program Sub-Total $ Sub-Total $ Annual Lawn Program Cost $ Annual Shrub Program Cost $ COMMENTS: COMMENTS: This agreement is for 12 months and maybe terminated with 30 days written notice. This Pool screen areas will not be fertilized due to potential staining of deck.Fruit bearing agreement will automatically renewal yearly. Grassy weed control treatments in St. trees and annual plantings are excluded from this program. Palms and other trees Augustine or Bahia turf are no longer allowed by law and will not be preformed. Non- under 20"will be included with this program.Applications will be billed as rendered selective treatment programs for grassy weeds in St.Augustine can be developed by your and payments are due upon receipt. Annual prepay options are available with Power Representative. In the event of a collection of this account, client agrees to pay discount of %.Total annual prepay w/Discount- $ reasonable Attorneys fees in addition to balance of service account. TOTAL • 11 Cap Caponi-CPO 5274 10/7/2015 Authorized Igna ure a e Power txterminator Representative Date EXHIBIT E - S 5032 Forsyth Commerce Rd. Suite# 2 rrower„racermnaos Orlando FL 32807 Lawn & Shrub Service Agreement Office:(407)282-8181 Fax:(407)282-8186 Serving Florida Customers since 1988 with our passion for excellence. Regional Manager-Cap Caponi-Mobile-(407)212-8520 Property:City of Winter Springs-Sam Smith Park Billing Information:City of Winter Springs Parks Winter Springs Blvd 2015-16 1126 E.State Rd 434 Winter Springs, FL 32708 Winter Springs, FL.32708 Contact:Tina or Greq Phone: Wk- Fax: Email: Turf Treatments Shrub and Tree Treatments Service Month Application Description Cost Service Month Application Description Cost ❑Januar F1 Insect&Disease Control ❑Dry Fertilization y El Liquid Fertilization ❑Fire Ant Control $ ❑January ®Insect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ®Disease Control ❑Dry Fertilization ❑February $ ❑February ❑Insect Growth Regulator $ ❑March ❑Insect&Disease Control ❑Dry Fertilization $ ❑March El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ ❑April F1 Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑April ❑Insect Growth Regulator $ EMayr ❑Insect&Disease Control ❑Dry Fertilization $2708 ❑May Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑June F1 Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization $ ❑June ❑Insect Growth Regulator $ ❑July ❑Insect&Disease Control ❑Dry Fertilization $ ❑July Elnsect Control ❑Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ El Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑August $ ❑August ❑Insect Growth Regulator $ Else tember ❑Insect&Disease Control ❑Dry Fertilization p $ ❑September Elnsect Control El Horticultural Oil $ ❑Liquid Fertilization ❑Fire Ant Control ❑Disease Control ❑ F1 Broadleaf Weed Control ❑Pre-emergent Dry Fertilization ❑October $ ❑October ❑Insect Growth Regulator $ ❑November ❑Insect&Disease Control ❑Dry Fertilization $ ❑November El Liquid Fertilization ❑Fire Ant Control Elnsect Control El Horticultural Oil $ F1 Broadleaf Weed Control ❑Pre-emergent ❑Disease Control ❑Dry Fertilization ❑December $ ❑December ❑Insect Growth Regulator $ Nematodes&untreatable diseases are excluded from this Nematodes,Boring Insects&Untreatable diseases program. are excluded from this program. ANNUAL LAWN CARE COST: $2708.00 ANNUAL SHRUB CARE COST: $ Specialized Applications Specialized Applications E Top Choice Application-1 year Fire Ant Guarantee INC ❑Palm Fertilization Program $ ❑Soil Ph Application-Sulfur or Lime ❑ Mauget Tree Injections ❑ ❑Palm Drench Program Sub-Total $ Sub-Total $ Annual Lawn Program Cost $ Annual Shrub Program Cost $ COMMENTS: COMMENTS: This agreement is for 12 months and maybe terminated with 30 days written notice. This Pool screen areas will not be fertilized due to potential staining of deck.Fruit bearing agreement will automatically renewal yearly. Grassy weed control treatments in St. trees and annual plantings are excluded from this program. Palms and other trees Augustine or Bahia turf are no longer allowed by law and will not be preformed. Non- under 20"will be included with this program.Applications will be billed as rendered selective treatment programs for grassy weeds in St.Augustine can be developed by your and payments are due upon receipt. Annual prepay options are available with Power Representative. In the event of a collection of this account, client agrees to pay discount of %.Total annual prepay w/Discount- $ reasonable Attorneys fees in addition to balance of service account. • • mmmli Cap Caponi-CPO 5274 10/7/2015 Authorized Igna ure a e Power txterminator Representative Date