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Piggy Back Bid-Clarke Envir. Mosq. Mgmt, Inc.AGREEMENT TO PIGGYBACK A CONTRACT FOR SERVICES BID BY ANOTHER GOVERNMENTAL ENTITY WHEREAS, CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT INC., 3 0 3 6 Michigan Avenue, Kissimmee, FL a Florida corporation, entered into an agreement dated August 18, 2015, a copy of which is attached hereto, with the CITY OF OCALA, 110 S.E. Watula Ave., 3rd Floor, Ocala, FL 34471, a political subdivision of the State of Florida, for services procured pursuant to F.S. §287.057 (the "Contract "), and WHEREAS, the CITY OF OKEECHOBEE, a Florida municipal corporation (the "City ") has the legal authority under Chapter Two, Section 2 -289 of the City Of Okeechobee Code of Ordinances to "piggyback" onto a contract procured pursuant to F.S. §287.057 by another governmental entity when seeking to utilize the same or similar services provided for in the said contract; and WHEREAS, the City desires to "piggyback" onto the above referenced Contract between the CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT INC. and the CITY OF OCALA for utilization of the same or similar services (the "Work ") and CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT INC. consents to the aforesaid "piggybacking; ". NOW THEREFORE, having found it to be in the public interest, 1. CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT INC. affirms and ratifies the terms and conditions of the above referenced Contract with the CITY OF OCALA and agrees to perform the services set forth therein for the City of Okeechobee in accordance with the terms of said Contract until the Work is completed. 2. The City agrees to utilize the services of CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT INC. in a manner and upon the terms and conditions as set forth in the Contract with the CITY OF OCALA until the Work is completed. Approved by the City of Okeechobee City Council this I i4 day of May 2016. CITY OF OKEECHOBEE ". owling R. Watford, Jr., Ma r Pro4Tempore ATTEST: w.� Ckaw�}va. Lane Gamiotea, C C, City Clerk Clarke Environmental Mosquito Management, Inc Robert Santana, Control Consultant STATE OF FLORIDA COUNTY OF 'p` C:C.0 1 -4-a) OActklotc(cd-\ NOTARY PUBLIC, State of Florida The foregoing was executed before me this c4day of 1 1 1 G by Robert Santana, who personally swore or affirmed that he is authoripd to execute this Agreement and thereby bind the Corporation. , 2016, Seal /stamp: CRYSTAL CHALLACOMut MY COMMISSION #FF051 EXPIRES October 16, 20' FloridallotaryService.com yr of ..Y rrr+.:itir Y N4irir /.r4. xis r :ii 1 4r'.. Wt5 V r 71 1'.. Vi8rI IV sl4i111 r S. Wr re a 10 STATE OF FLORIDA department of agriculture ant) (Eon5uiner )ectictS BUREAU OF LICENSING AND ENFORCEMENT K ii e 1 Date File No. Expires . May 19, 2015 P11232878 May 12, 2019 THE PUBLIC HEALTH APPLICATOR LICENSE HOLDER NAMED BELOW HAS REGISTERED UNDER THE PROVISIONS OF CHAPTER 388 FOR THE PERIOD EXPIRING: May 12, 2019 CALEB K WAITE N. 1402 ASIRPORT RD Regular y_ si BRIDGEWATER, VA 22812 Aerial Applicator it IS Ci ` U ADAM H. PCNAM, COMMISSIONER e \. \ %FAO /Plum A 323.1 3.75}' //Mr y £.a7R\\\Y4'F!! /LRes a ...1 \f\ . r/7/J -es A .3.\V4I. / Lt.. At STATE OF FLORIDA llepartment of ggriculture anb QCou8umer erbice5 BUREAU OF LICENSING AND ENFORCEMENT CALEB K WAITE PUBLIC HEALTH APPLICATOR LICENSE HOLDER PH232878 HAS PAID THE FEE REQUIRED BY CHAPTER 388 FOR THE PERIOD EXPIRING May 12, 2019 , Ignature COMMISSIONER Wallet Card - Fold Here BUREAU OF LICENSINGA trIF(71 FAM4,NT 3125 CO L VD, Dc3. TALLAHASS FLO II10,.322t -j690: 1 \I I ( /I 1 L()R11.)1 Elepartnunt of Zfornulture anb Consumer &crimes BUREAU OF I I( Ss1SC1 \\Alf \ FOR( 1%11 \ 1 ERIC ANGELO FANELLI PUBLIC HEALTH APPLICA1 OR 1.10ENSE HOLDER PH227579 HAS PAID THE FIT KLQLIRI1 In flIAPTFI< 1S8 FOR THE PERIOD N PI RING December 18,2018 Signal ONIMISS IONE R Wallet Cad - Fold Elm BUREAU OF LICENSING & ENFORCEMENT 3125 CONNER BLVD, BLDG, 8 TALLAHASSEE, FLORIDA 32309-1650 • ■ • d/fi,IVW13 i l i STATE OF FLORIDA Mepartment of agriculture anb Consumer iperbiceo BUREAU OF LICENSING AND ENFORCEMENT Date May 19, 2015 File No. PH232878 Expires May 12, 2019 THE PUBLIC HEALTH APPLICATOR LICENSE HOLDER NAMED BELOW HAS REGISTERED UNDER THE PROVISIONS OF CHAPTER 388 FOR THE PERIOD EXPIRING: May 12, 2019 CALEB K WAITE 1402 ASIRPORT RD BRIDGEWATER, VA 22812 ADAM H. PUTNAM, COMMISSIONER Regular Aerial Applicator STATE OF FLORIDA fepartment of Rgricutture anb Consumer aDerbiceg BUREAU OF LICENSING AND ENFORCEMENT CALEB K WAITE PUBLIC HEALTH APPLICATOR LICENSE HOLDER PH232878 HAS PAID THE FEE REQUIRED BY CHAPTER 388 FOR THE PERIOD EXPIRING May 12, 2019 COMMISSIONER Signature Wallet Card - Fold Here BUREAU OF LICENSIN 3125 CONN TALLAHASS ACORE" CERTIFICATE OF LIABILITY INSURANCE ‘4...-- ATE 8R20 • THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TH c ' IFICAT ,.r 4 TH CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE RDEp BY ..! CIE ' BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSU NSIA056),,,AAU THORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. "+� 1/ 4 air IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBR O ON IS WAIVED, stlV t to Ai the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certific• e • : -s not conf 'ghts to th certificate holder in lieu of such endorsement(s). d PRODUCER HUB International Midwest Limited 55 East Jackson Boulevard Chicago IL 60604 CONTACT / w� A NAME: i PHONE O�� : • • �► -. ADDRESS• CSUChicago @hubinternational.com IP- INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Lexington Insurance Company 19437 INSURED Clarke Environmental Mosquito (FL) Management, Inc. 3036 Michigan Ave. Kissimmee FL 34744 INSURER B :Commerce & Industry Insurance Compa 19410 INSURER C :Insurance Company of the State of P 19429 INSURER D: $1,000,000 INSURER E : INSURER F : X COVERAGES 2092 • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUER- WVD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY EG1950828 11/1/2015 11/1/2016 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 MED EXP (Any one person) $25,000 X Pollution PERSONAL&ADVINJURY $1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 Products Pollution $1,000,000 B AUTOMOBILE X %( LIABILITY ANY AUTO AUTOS�ED HIRED AUTOS SCHEDULED NON -OWNED AUTOS CA6530642 11/1/2015 11/1/2016 COMBINED - SINGLE LIMIT— (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accdent) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE EGU1950829 11/1/2015 11/1/2016 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED RETENT ON $0 $ 0 0 WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A WC039155800 (CA O WC039155801 (CA Only) 11/1/2015 11/1/2015 11/1/2016 11/1/2016 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Okeechobee is included as additional insureds under when agreed in a written contract, subject to policy terms, conditions and exclusions CERTIFICATE HOLDER City of Okeechobee 55 SE 3rd Ave Okeechobee FL 34974 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHO IZED EPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2016 CEMM FL - City of Okeechobee Clarke Environmental Mosquito Management, Inc. Professional Services Outline For 2016 City of Okeechobee Environmental Mosquito Management (EMM) Program Part I. General Service A. Computer System and Record Keeping Database B. Public Relations and Educational Brochures C. Mosquito Hotline Citizen Response — (800) 443 -2034 D. Comprehensive Insurance Coverage naming the City additionally insured E. Program Consulting and Quality Control Staff F. Monthly Operational Reports, Periodic Advisories, and Annual Report G. Regulatory compliance on local, state, and federal levels Part II. Adult Control A. Adulticiding in Authorized Spray Zones: 1. One (1) community -wide truck ULV treatments of up to 85 route miles of streets using Biomist® or synthetic pyrethroid insecticide. Any additional authorized community ULV treatments will be priced at $3,467.15 per treatment. B. Adulticiding Operational Procedures 1. Notification of community contact. 2. Weather limit monitoring and compliance. 3. ULV particle size evaluation. 4. Insecticide dosage and quality control analysis. 2016 EMM Payment Total Cost for Parts I and II $3,467.15 * *NPDES Permit: A National Pollutant Discharge Elimination System (NPDES) permit is necessary for the execution of the work for mosquito control effective October 31, 2011. Any additional costs associated with activities and /or services that may be required by Clarke in order to comply with an NPDES permit are not included in this proposal. Page 1 of 3 2016 CEMM FL - City of Okeechobee Clarke Environmental Mosquito Management, Inc. Client Agreement Authorization for 2016 City of Okeechobee Environmental Mosquito Management (EMM) Program TERM AND TERMINATION: This Agreement has an automatic Renewal Clause. The term of the Agreement shall commence on the date when both parties have executed this Agreement and shall continue for a period ending on December 31, 2016 (the "Initial Term "). Unless either party hereto provides the other party with written notice at least Ninety (90) days prior to the end of the Initial Term or any subsequent renewal term, this Agreement shall automatically continue to renew for additional term, each term having duration equal to the Initial Agreement. If a party hereto fails to comply with a provision of this Agreement, then the other party shall have the right to terminate this Agreement if it gives written notice of the default to the defaulting party and the defaulting party fails to cure the default within sixty days of receipt of said notice. II. Price Increases: The price for the services rendered hereunder may be increased by Clarke Environmental Mosquito Management, Inc. ( "Clarke ") on the first day of any Calendar year commencing on January 1, 2016 (a "Price Increase Date ") by a percentage which shall not exceed the greater of the percentage increase of the consumer price index during the calendar year which immediately precedes the Price Increase Date or five percent (5 %) ( "Price Increase Percentage "). Clarke Environmental Mosquito Management, Inc. may petition the City of Okeechobee at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the cost of operations that could not be reasonably foreseen by a prudent operator. New areas to be covered will be pro -rated to the program cost at the rates in effect at the time. III. Program Payment Plan: For Parts I and II as specified in the 2016 Professional Services Cost Outline, the total for the 2016 program is $3,467.15. The payments will be due on Net 30 terms once the treatment is completed. Any additional treatments beyond the core program will be invoiced when the treatment is completed. For City of Okee Sign Name: For Clarke E► ironmental Mosquito Management, Inc.: Name: / ����_� Title: Control Consultant Date: /-a./1(e PROGRAM PAYMENT PLAN Month 2016 1st Scheduled Treatment $3,467.15 TOTAL $3,467.15 Title: Ti- v►t'5►L (.00624c.S -D►r ) Date: 5- ,23 -) Robert Santana Page 2 of 3 2016 CEMM FL - City of Okeechobee Clarke Environmental Mosquito Management, Inc. Client Authorization for 2016 City of Okeechobee Environmental Mosquito Management (EMM) Program Administrative Information: Invoices should be sent to: Name: City of Okeechobee, Attn. David Allen Address: 55 SE 3rd Avenue City: Okeechobee State: FL Zip 34974 Office Phone:863- 763 -3372 Fax: 863 - 763 -1686 P.O.# Email: dalleri cityofokeechobee.com County: Okeechobee * *In an effort to be more sustainable, we ask that you provide us with an Email address that the invoices should be sent to. ** Treatment Address (if different from above): Address: City Wide City: State: Zip County: Contact Person for City of Okeechobee: Name: David Allen Title: Public Works Director Office Phone: 863-763-3372 x.225 Fax: 863-763-1686 E- Mail :dallenfcityofokeechobee.com Home Phone: Cell: 561- 420 -2053 Pager: Alternate Contact Person for City of Okeechobee: Name: Office Phone: Home Phone: Donnie Robertson Title: Operations Supervisor 863- 763 -3926 Fax: 863-763-1686 E -Mail: Cell: 863- 634 -3635 Pager: Please sign and return a copy of the complete contract for our files to: Clarke Environmental Mosquito Management, Inc., Attn: Robert Santana — rsantana(a�clarke.com — (561) 420 -9079 3036 Michigan Avenue, Kissimmee, FL 34744; Fax number 407 - 944 -0709 Page 3 of 3 CONTRACT# PWD /15 -026 AGREEMENT FOR MOSQUITO CONTROL SERVICES 1r 1.4 THIS AGREEMENT is entered into this I day of it 2015, by and between the CITY OF OCALA, a Florida municipal corporation ( "City ") and CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT, INC., a Florida registered, foreign profit corporation organized in Illinois (EIN: 36- 2391274), with offices at 1200 S. Pine Island Road, Plantation, FL 33324 ( "Vendor "). WHEREAS: The City of Ocala issued a Request for Proposals on June 8, 2015, for RFP# PWD /15 -026 Mosquito Control Services. Clarke Environmental Mosquito Management, Inc. responded, and was subsequently chosen by the selection committee as the intended awardee for these services. NOW THEREFORE, in consideration of the matters set forth above (which are incorporated herein by reference), the parties hereto agree as follows: 1. SERVICES. Vendor will provide all materials, labor, and equipment to complete mosquito control services as requested by the City as described, and pursuant to the scope of service set forth on the attached Exhibit A - Scope of Work, within this agreement; and underlying RFP# PWD /15 -026 and addenda. The Contract, and all Exhibits hold precedence over the RFP documents. 2. COMPENSATION. City shall pay Vendor for the performance of the work, and in accordance with the contract documents, based on the unit prices set forth below. Compensation shall be made to the Vendor as described in Exhibit B - Method of Compensation. Description Unit Price Ground Spraying - Biomist 4 +4 (8 oz minimum at 10 mph) $40.79 Per mile Aerial Spraying - Anvil 10 +10 (.62 oz per acre) $1.72 Per acre Aerial Spraying - Duet ULV (1.24 oz per acre) $2.63 Per acre Aerial Spraying - Dibrom (.60 oz per acre) $1.78 Per acre 1 CONTRACT# PWD /15 -026 3. TERM. The term of this Agreement shall commence on August 19, 2015, and shall end on August 18, 2017. This Agreement may be renewed for up to two (2) consecutive one (1) year terms upon the mutual written consent of both parties, unless terminated by either party pursuant to the terms of this Agreement. 4. LICENSING REQUIREMENT. Vendor must maintain a Public Health License and Aerial Public Health License in the State of Florida, issued by the Florida Department of Agriculture and Consumer Services throughout the contract term and any resulting renewals. 5. INDEPENDENT CONTRACTOR STATUS. City expressly acknowledges the Vendor is an independent contractor, and nothing in this Agreement is intended nor shall be construed to create an agency relationship, an employer /employee relationship, a joint venture relationship, or any other relationship allowing the City to exercise control or discretion over the manner or method by which Vendor performs hereunder. 6. ACCESS TO FACILITIES. City will provide Vendor with access to the Facilities so as to permit Vendor to meet its obligations hereunder. 7. INDEMNITY. Vendor shall indemnify City and its elected officials, employees and volunteers against, and hold City and its elected officials, employees and volunteers harmless from, all damages, claims, losses, costs, and expenses, including reasonable attorneys' fees, which City or its elected officials, employees or volunteers may sustain, or which may be asserted against City or its elected officials, employees or volunteers, arising out of the activities contemplated by this Agreement including, without limitation, harm or personal injury to third persons during the term of this Agreement to the extent attributable to the actions of Vendor, its agents, and employees. 8. VENDOR REPRESENTATIONS. A. The Vendor has examined and carefully studied the Contract Documents and the other related data. B. The Vendor is familiar with and is satisfied as to all Federal, state, and local laws and regulations that may affect cost, progress, and performance of the Work. 2 CONTRACT# PWD /15 -026 C. The Vendor does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. D. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 9. SAFETY /ENVIRONMENTAL. Vendor is responsible at all times for precautions to achieve the protection of all persons including employees and property. The Vendor shall make special effort to detect hazardous conditions and shall take prompt action where necessary to avoid accident, injury or property damage. EPA, DEP, OSHA, and all other applicable safety laws and ordinances shall be followed as well as American National Standards Institute Safety Standards. All hazardous spills, accidents, injuries or claims or potential claims shall be reported promptly to the City Risk Management Department. 10. ADDITIONAL INSURED. The "City of Ocala" shall be added to all third party coverage required by and provided for this contract as an "ADDITIONAL INSURED," but only to the extent of the risk obligations assumed hereunder by Vendor. 11. MISCELLANEOUS INSURANCE PROVISIONS. A. Severability of Interests. Vendor shall arrange for its liability insurance to include, or be endorsed to include, a severability of interests / cross liability provision, so that the "City of Ocala" (where named as an additional insured) will be treated as if a separate policy were in existence, but without increasing the policy limits. B. Insurance Requirements. These insurance requirements shall not relieve or limit the liability of the Vendor. The City does not in any way represent that these types or amounts of insurance are sufficient or adequate to protect the Vendor's interests or liabilities, but are merely minimums. No insurance is provided by the City under this contract to cover the Vendor. C. Duplicate Coverage. 3 CONTRACT# PWD /15 -026 1. Insurance required of the Vendor or any other insurance of the Vendor shall be considered primary and insurance or self- insurance of the City shall be considered excess, as may be applicable to claims against the City which arise out of this contract. 2. Insurance written on a "Claims Made" form is not acceptable without City of Ocala Risk Management consultation. 3. No work shall be commenced under this contract until the required Certificate(s) have been provided. Work shall not continue after expiration (or cancellation) of the Certificate and shall not resume until new Certificate(s) have been provided. D. Deductibles. Vendor's deductibles /self- insured retentions shall be disclosed to the City and may be disapproved by the latter. They shall be reduced or eliminated at the option of the City. The Vendor is responsible for the amount of any deductible or self- insured retention. E. Certificates. Vendor shall provide a Certificate of insurance, issued by an agency authorized to do business in the State of Florida and with an A.M. Best rating* of at least A, showing the "City of Ocala" as an Additional Insured. The City of Ocala, Procurement Department, 110 SE Watula Ave, Ocala, FL 34471 should be shown as the Certificate Holder. Renewal certificates must also be forwarded to the Procurement Department prior to the policy expiration. Ten (10) days written notice must be provided to the City of Ocala's Procurement Department in the event of cancellation. *Non -rated insurers must be pre- approved by the City Risk Manager. F. Failure to Maintain Coverage. In the event that Vendor shall fail to obtain or maintain in full force and effect any insurance coverage required to be obtained by Vendor under this agreement, the City may procure same from such insurance carriers as the City may deem proper, irrespective that a lesser premium for such insurance coverage may have been obtained from another insurance carrier, and Vendor shall pay, upon demand of the City, and all premiums, costs, charges, and expenses incurred or expended by the in obtaining such insurance. Notwithstanding the foregoing sentence, in the even the City procures the insurance coverage required of Vendor hereunder, the City shall in no manner be liable to Vendor for any insufficiency or failure of 4 CONTRACT# PWD /15 -026 coverage with regard to such insurance or any Toss to Vendor occasioned thereby, and additionally, the procurement of such insurance by the City shall not relieve Vendor of its obligations under this Agreement to maintain insurance coverage in the types and amounts herein specified, and Agency shall nevertheless hold the City harmless from any loss or damage incurred or suffered by the City from Vendor's failure to maintain such insurance. 12. LIABILITY INSURANCE. General liability insurance, with combined single limits of not less than $1,000,000 per occurrence shall be provided and maintained by the Vendor. The only aggregate limit acceptable is a "project aggregate" and the Certificate must show an appropriate endorsement (ISO CG2S01 or equal). A. If the Commercial General Liability form is used: 1. Coverage A - shall include premises, operations, products and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. 2. Coverage B - shall include personal injury. 3. Coverage C - medical payments, is not required. B. If the Comprehensive General Liability form is used, it shall include at least: 1. Bodily Injury and Property Damage liability for premises, operations, products and completed operations, independent contractors, and property damage resulting from explosion, exposures. collapse or underground (XCU) 13. BUSINESS AUTO LIABILITY. Business Auto Liability insurance shall be provided by the Vendor with combined single limits of not less than $1,000,000 per occurrence and is to include bodily injury and property damage liability arising out of operation, maintenance, or use of any auto including owned, non -owned and hired automobiles and employee non - ownership use. 14. WORKERS' COMPENSATION. Vendor shall purchase and maintain Workers' Compensation insurance for statutory requirements and employers liability limits of at least $1,000,000 each accident and $1,000,000 each employee, $1,000,000 policy limit for disease, and shall be responsible for ensuring that any 5 CONTRACT# PWD /15 -026 subcontractor has statutory coverage. City need not be named as an Additional Insured, but a subrogation waiver endorsement is required. 15. RELATIONSHIP OF PARTIES. Neither this Agreement, nor any term, provision, payment or right hereunder shall in any way or for any purpose constitute or cause City to become or be deemed a partner of Vendor in the conduct of its business, or otherwise, or to cause City to become or be deemed a joint adventurer or a member of a joint enterprise with Vendor, as City is and shall remain an independent contractor by reason of this Agreement. 16. TERMINATION. If the Vendor defaults in the performance or materially breaches any provision of this Agreement, the City may, at its option, terminate this Agreement by giving written notification thereof to the other party at least thirty (30) days in advance of termination. Termination of this Agreement shall have no effect upon the rights of the parties that accrued prior to termination. 17. DEFAULT. This Agreement is critical to the City and the City reserves the right to immediately cancel either in whole or in part any portion of this Agreement due to failure of the Vendor to carry out any obligation, term, or condition of the Agreement. The City will issue a written notice of default effective immediately and not deferred by any interval of time. Default shall be considered to be any act or failure to act on the part of the Vendor including, but not limited to, any of the following: A. Vendor fails to adequately perform the services set forth in the specifications of the Agreement; B. The Vendor provides material that does not meet the specifications of the Agreement; C. Vendor fails to complete the work required within the time stipulated in the Agreement; and D. Vendor fails to make progress in the performance of the Agreement and /or gives the City reason to believe that the Vendor will not or cannot perform to the requirements of the Agreement. 18. REMEDIES /OPPORTUNITY TO CURE. If Vendor defaults on any provision of this Agreement, City may, at its sole discretion, give written notice to Vendor detailing 6 CONTRACT# PWD /15 -026 Vendor's violations and giving Vendor an opportunity to cure the default. If such violation is not corrected to the reasonable satisfaction of City within the time required by the City to cure the default, after the date of notice of violation, the City may, without further notice, declare Vendor to be in breach of this Agreement and pursue any and all remedies available at law or equity, including termination of this agreement without further notice and all rights of vendor hereunder. Notwithstanding City's termination of the Agreement, Vendor shall remain liable to City for damages, costs, or attorney's fees arising prior to such termination. In case of default, the City reserves the right to hire another vendor to complete the required work in accordance with the needs of the City. City may recover any actual excess costs from the Vendor by: (a) Deduction from an unpaid balance or (b) Any other remedy as provided by law. 19. WAIVER. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. 20. FORCE MAJEURE. Neither party shall be responsible for damages or delays caused by Force Majeure or other events beyond the reasonable control of the party and which could not reasonably have been anticipated or prevented. For purposes of this Agreement, Force Majeure includes, but is not limited to, adverse weather conditions, floods, epidemics, war, riot, lockouts, and other industrial disturbances; unknown site conditions, accidents, sabotage, fire Toss of or failure to obtain permits, unavailability of labor, materials, fuel, or services; court orders; acts of God; acts, orders, laws, or regulations of the Government of the United States or the several states, or any foreign country, or any governmental agency. In the event that Force Majeure occurs, the parties shall mutually agree on the terms and conditions upon which services may continue. 7 CONTRACT# PWD /15 -026 21. ASSIGNMENT. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party, which shall not be unreasonably withheld. 22. TERMINATION FOR CONVENIENCE. City may at any time and for any reason terminate Vendor's services and work at City's convenience. Upon receipt of such notice, Vendor shall, unless the notice directs otherwise, immediately discontinue the work and placing of orders for materials, facilities and supplies in connection with the performance of this Agreement. Upon such termination, Vendor shall be entitled to payment only as follows: (1) the actual cost of the work completed in conformity with this Agreement; plus, (2) such other costs actually incurred by Vendor as permitted by the contract and approved by City. 23. NON EXCLUSIVITY. Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Vendor. This Contract shall not restrict City from acquiring similar, equal or like goods and /or services, or executing additional contracts from other entities or sources. 24. SEVERABILITY OF ILLEGAL PROVISIONS. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under the applicable law. Should any portion of this Agreement be declared invalid for any reason, such declaration shall have no effect upon the remaining portions of this Agreement. 25. NON - DISCRIMINATORY EMPLOYMENT PRACTICES. During the performance of the contract, the Vendor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation or veteran status and will take affirmative action to ensure that an employee or applicant is afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation and selection for training or retraining, including apprenticeship and on-the-job training. 8 CONTRACT# PWD /15 -026 26. PUBLIC ENTITY CRIMES. Vendor on its behalf and its affiliates agrees and affirms that it has not been placed on the convicted vendor list following a conviction of a public entity crime as provided for in Section 287.133(2)(a), Florida Statutes, which states that a person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases or real property to a public entity, may not be awarded or perform work as a Vendor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO, for a period of 36 months from the date of being placed on the convicted vendor list. 27. NOTICES. All notices, certifications or communications required by this Agreement shall be given in writing and shall be deemed delivered when personally served, or when received if by facsimile transmission with a confirming copy mailed by registered or certified mail, postage prepaid, return receipt requested. Notices can be concurrently delivered by email. All notices shall be addressed to the respective parties as follows: If to Vendor: If to City of Ocala: Clarke Environmental Mosquito Management, Inc. Pete Deglomine 3036 Michigan Ave Kissimmee, FL 34744 Phone: 407 -944 -0520 Cell: 407 - 509 -1004 Email: pdeglomine @clarke.com Tiffany Kimball, Director of Contracts 110 SE Watula Avenue, 3rd Floor Ocala, Florida 34471 Phone: 352 - 629 -8366 Fax: 352- 690 -2025 Email: tkimball @ocalafl.org 9 Copy to: CONTRACT# PWD /15 -026 Patrick G. Gilligan Gilligan, Gooding & Franjola, P.A. Attorneys at Law 1531 SE 36th Avenue Ocala, Florida 34471 Phone: 352- 867 -7707 Fax: 352 -867 -0237 Email: pgilligan @ocalalaw.com 28. ATTORNEYS' FEES. If any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses reasonably incurred even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges reasonably billed by the attorney to the prevailing party 29. JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED HEREUNDER, THE PERFORMANCE HEREOF, OR THE RELATIONSHIP CREATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY 10 CONTRACT# PWD /15 -026 ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. 30. GOVERNING LAW. This Agreement is and shall be deemed to be a contract entered into and made pursuant to the laws of the State of Florida and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of Florida. 31. JURISDICTION AND VENUE. The parties acknowledge that a majority of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Marion County, Florida. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought only in the courts of record of the State of Florida in Marion County or the United States District Court, Middle District of Florida, Ocala Division. Each party consents to the exclusive jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court and /or the right to bring an action or proceeding in any other court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedures or local rules. 32. REFERENCE TO PARTIES. Each reference herein to the parties shall be deemed to include their successors, assigns, heirs, administrators, and legal representatives, all whom shall be bound by the provisions hereof. 33. MUTUALITY OF NEGOTIATION. Vendor and City acknowledge that this Agreement is a result of negotiations between Vendor and City, and the Agreement shall not be construed in favor of, or against, either party as a result of that party having been more involved in the drafting of the Agreement. 34. AMENDMENT. No amendment to this Agreement shall be effective except those agreed to in writing and signed by both of the parties to this Agreement. 35. SECTION HEADINGS. The section headings herein are included for convenience only and shall not be deemed to be a part of this Agreement. 11 CONTRACT# PWD /15 -026 36. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. 37. RIGHTS OF THIRD PARTIES. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement. 38. ELECTRONIC SIGNATURE(S). Vendor, if and by offering an electronic signature in any form whatsoever, will accept and agree to be bound by said electronic signature to all terms and conditions of this agreement. Further, a duplicate or copy of the agreement that contains a duplicated or non - original signature will be treated the same as an original, signed copy of this original agreement for all purposes. 39. ENTIRE AGREEMENT. This Agreement, including exhibits, (if any) constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof. There are no other representations, warranties, promises, agreements or understandings, oral, written or implied, among the Parties, except to the extent reference is made thereto in this Agreement. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to make objection. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. 40. CONTRACT DOCUMENTS. The contract documents that comprise the entire Agreement between the City and Vendor are made a part hereof, and are listed as exhibits. There are no contract documents other than those listed below. If there is a conflict in terms between this Agreement and the contract documents, then the 12 CONTRACT# PWD /15 -026 terms of this Agreement will control over the terms of the contract documents listed below. Exhibit A: Exhibit B: Scope of Work (A -1) Method of Compensation (B -1) IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above. ATTEST: :-7 Angey/. Jacobs City Clerk Approved as to form and legality: Patr c G. Gilligan City Attorney AC,CEPTED BY CITY COUNCIL c_c } L„2 DATE g C' OFFICE OF THE CITY CLERK 13 CITY OF OCALA: Jay Musleh City Council President CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT, INC.: By: 1 as its Exhibit A CONTRACT# PWD /15 -026 Scope of Service Vendor will provide aerial and ground mosquito spraying for adult mosquitoes on an as- needed basis. Vendor will be responsible for the following: • Plan work in a manner which will minimize the inconvenience caused to City residents. • Ensure that pilots are qualified and licensed for aerial application, and meet all requirements of Federal Aviation Regulation (FAR) 137 — Agricultural Aircraft Operations. The pilot in command of any flights made for these services must be instrument qualified for multi - engine or rotorcraft - helicopter aircraft operations. • Obtain City Project Manager's written approval prior to withdrawal or substitution of pilots, supervisors, aircraft or spray trucks. • Maintain a Public Health License and Aerial Public Health License in the State of Florida, issued by the Florida Department of Agriculture and Consumer Services. Service shall be coordinated with the City Project Manager, Brian Herrick bherrick @ocalafl.orq, 352 -351 -6733. Exhibit B METHOD OF COMPENSATION CONTRACT# PWD /15 -026 1. PURPOSE. This exhibit defines the method and limits of compensation to be made to the Vendor for the services and products described and the method by which payments will be made. 2. COMPENSATION. For providing the City with the services described in this contract, the City will pay Vendor, a Limiting Amount for each monthly period, as approved and invoiced, during the time period using the pricing schedule as noted in Section 2 of the agreement. Limiting Amounts- This is a limiting amount contract using unit pricing as demonstrated in Section 2 of the agreement. For limiting amount services and products, the City will compensate Vendor, for all allocable and allowable costs occurred within an invoicing period during this agreement in the categories defined in Section 2 of the agreement. The allowability of compensation sought under this Contract is expressly made subject to the terms of this Contract, and any pertinent Federal and State law. 3. INVOICING PROCEDURE. Vendor shall invoice the City monthly for ALL work for the preceding calendar month, regardless of the amount of days worked. Invoices for this agreement will be prepared by Vendor, and submitted through the responsible City Project Manager at: City of Ocala Public Works Department, Brian Herrick, 1805 NE 30th Ave, Bldg 300, Ocala, FL 34470, bherrick@ocalafl.org. Completed work and invoices must be reviewed and agreed upon by City of Ocala Project Manager; this review and agreement shall not be unreasonably withheld, conditioned, or delayed. The invoices will be supported by such information as may be required by City procedures to substantiate the charges being invoiced. The contract number must be listed on the submitted invoice along with an assigned invoice number and invoice date. Please indicate any payment discount terms on the invoice. The City reserves the right to withhold payment for work not completed, or services completed unsatisfactorily, or work or products deemed inadequate or untimely by the City. Any payment withheld will be released and paid to Vendor promptly when work or products are subsequently performed /delivered to the City's satisfaction.