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HomeMy Public PortalAbout2023 AgreementContract No. 23-19 Page 1 of 10 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND BLUE IGUANA PEST CONTROL, INC. THIS AGREEMENT (this “Agreement”) is made effective as of the day of , 2023 (the “Effective Date”), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the “Village”), and BLUE IGUANA PEST CONTROL, INC., a Florida for-profit corporation (hereinafter, the “Consultant”). WHEREAS, the Village is in need of iguana pest control services, all as set forth in greater detail in the Scope of Services attached hereto as Exhibit “A” (the “Services”); and WHEREAS, on October 11, 2023, the Village issued Invitation to Bid No. 2023-19 (“ITB”) for the Services; and WHEREAS, in response to the ITB, the Consultant submitted a bid to perform the Services on behalf of the Village in an amount not to exceed $14,400.00 annually, all as further set forth in the Consultant’s Proposal attached hereto as Exhibit “B”; and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Consultant and the Village agree as follows: 1. Scope of Services. 1.1. Consultant shall provide the Services set forth in the Scope of Services attached hereto as Exhibit “A” and the Proposal attached hereto as Exhibit “B,” which Exhibits are incorporated herein by reference. 1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter “Deliverables”) to the Village. 2. Term/Commencement Date. 2.1. The term of this Agreement shall be from the Effective Date through one (1) year thereafter, unless earlier terminated in accordance with Paragraph 8. Additionally, the Village Manager may renew this Agreement for two additional one (1) year periods on the same terms as set forth herein upon written notice to the Consultant. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C 12/21/2023 Contract No. 23-19 Page 2 of 10 2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement, unless extended by the Village Manager. 3. Compensation and Payment. 3.1. Compensation for Services provided by Consultant shall be in an amount not to exceed $14,400.00 annually in accordance with the Proposal attached hereto as Exhibit “B.” 3.2. Consultant shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Consultant under this Agreement. Fees shall be paid in arrears each month, pursuant to Consultant’s invoice, which shall be based upon the percentage of work completed for each task invoiced. The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager. 3.3. Contractor’s invoices must contain the following information for prompt payment: 3.3.1. Name and address of the Consultant; 3.3.2. Purchase Order number; 3.3.3. Contract number; 3.3.4. Date of invoice; 3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers will be rejected); 3.3.6. Name and type of Services; 3.3.7. Timeframe covered by the invoice; and 3.3.8. Total value of invoice. Failure to include the above information will result in the delay of payment or rejection of the invoice. All invoices must be submitted electronically to payables@keybiscayne.fl.gov. 4. Subconsultants. 4.1. The Consultant shall be responsible for all payments to any subconsultants and shall maintain responsibility for all work related to the Services. 4.2. Consultant may only utilize the services of a particular subconsultant with the prior written approval of the Village Manager, which approval may be granted or withheld in the Village Manager’s sole and absolute discretion. 5. Village’s Responsibilities. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 3 of 10 5.1. Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services. 5.2. Upon Consultant’s request, Village shall reasonably cooperate in arranging access to public information that may be required for Consultant to perform the Services. 6. Consultant’s Responsibilities; Representations and Warranties. 6.1. The Consultant shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances. If at any time during the term of this Agreement or within two (2) years from the completion of this Agreement, it is determined that the Consultant’s Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform to Village requests, the Consultant shall at Consultant’s sole expense, immediately correct its Deliverables or Services. 6.2. The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. Consultant further warrants and represents that it has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first class manner. 6.3. The Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 7. Conflict of Interest. 7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the term of this Agreement, provide any consulting services to any private sector entities (developers, corporations, real estate investors, etc.), with any current, or foreseeable, adversarial issues in the Village. 8. Termination. 8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar days’ written notice to the Consultant, or immediately with cause. 8.2. Upon receipt of the Village's written notice of termination, Consultant shall immediately stop work on the project unless directed otherwise by the Village Manager. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 4 of 10 8.3. In the event of termination by the Village, the Consultant shall be paid for all work accepted by the Village Manager up to the date of termination, provided that the Consultant has first complied with the provisions of Paragraph 8.4. 8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services and the project to the Village, in a hard copy and electronic format within fourteen (14) days from the date of the written notice of termination or the date of expiration of this Agreement. 9. Insurance. 9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents, and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Consultant’s insurance and shall not contribute to the Consultant’s insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. 9.1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Consultant. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 9.1.2. Workers Compensation and Employer’s Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer’s Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker’s Compensation insurance. 9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles. 9.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, single limit. 9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 5 of 10 Liability Insurance and Worker’s Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services. Each certificate shall include no less than (30) thirty-day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days’ written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. 9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker’s Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the Consultant in performance of this Agreement. The Consultant’s insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Consultant’s insurance. The Consultant’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 9.4. Deductibles. All deductibles or self-insured retentions must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any deductible or self-insured retentions in the event of any claim. 9.5. The provisions of this section shall survive termination of this Agreement. 10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding nondiscrimination. 11. Attorneys Fees and Waiver of Jury Trial. 11.1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 6 of 10 11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. 12. Indemnification. 12.1. Consultant shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Consultant’s performance or non- performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Consultant and third parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses including reasonable attorneys’ fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Consultant’s performance or non-performance of this Agreement. 12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 12.3. The provisions of this section shall survive termination of this Agreement. 13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 14. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami-Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 15.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 15.2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 16. Ownership and Access to Records and Audits. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 7 of 10 16.1. Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement (“Work Product”) belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 16.2. Consultant agrees to keep and maintain public records in Consultant’s possession or control in connection with Consultant’s performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Consultant involving transactions related to this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 16.3. Upon request from the Village’s custodian of public records, Consultant shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. 16.4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 16.5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village’s information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 16.6. Any compensation due to Consultant shall be withheld until all records are received as provided herein. 16.7. Consultant’s failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 8 of 10 16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Jocelyn B. Koch Mailing address: 88 West McIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: jkoch@keybiscayne.fl.gov 17. Nonassignability. This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise of the Consultant, and such firm’s familiarity with the Village’s area, circumstances and desires. 18. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. 21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 9 of 10 23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. Conflicts; Order of Priority. This document without exhibits is referred to as the “Base Agreement.” In the event of a conflict between the terms of this Base Agreement and any exhibits or attachments hereto, or any documents incorporated herein by reference, the conflict shall be resolved in the following order of priorities and the more stringent criteria for performance of the Services shall apply: 26.1.1. First Priority: Base Agreement; 26.1.2. Second Priority: Exhibit “A,” the Scope of Services”; and 26.1.3. Third Priority: Exhibit “B,” the Consultant’s Proposal. 27. E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing business with the Village to register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E-Verify system. The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment- in-e-verify. By entering into this Agreement, the Contractor acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from subcontractors; and has executed the required affidavit attached hereto and incorporated herein. [Remainder of page intentionally left blank. Signature pages follow.] DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Page 10 of 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VILLAGE OF KEY BISCAYNE By: Steven C. Williamson Village Manager Attest: By: Jocelyn B. Koch Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) swilliamson@keybiscayne.fl.gov (email) With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2800 Ponce de Leon Boulevard, Suite 1200 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) CONSULTANT By: Name: Thomas Portuallo President Addresses for Notice: 1840 SW 22nd Street 4th Floor Miami, FL 33145 305-854-6000 (telephone) (facsimile) (email) With a copy to: (telephone) (facsimile) (email) DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Contract No. 23-19 Exhibit A: Scope of Services EXHIBIT A SCOPE OF SERVICES DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 8 SECTION 2. SCOPE OF WORK / TECHNICAL SPECIFICATIONS 2.1 SCOPE OF WORK: The Village seeks a certified Iguana Pest Control company for the management of the Green Iguana population within the Village. The selected Respondent shall provide support services to assist the Village in minimizing the impact of green iguanas in both private and public areas. This includes, but is not limited to, snaring, live trapping, capturing and removal (by hand or other methods), and nest destruction. 2.2 PROJECT OVERVIEW: Services shall be provided and billed on a monthly basis. Monitoring of bridges, water basins, common access grounds, and other areas is to be conducted on a daily basis. Services will include, but not be limited to: 2.2.1 Minimizing the population and impact of green iguanas in public and private areas (land and water), using a wide variety of capturing techniques. 2.2.2 Conducting a preliminary inspection in order to make an assessment of all areas requiring attention. 2.2.3 Responding to calls requesting assistance for removal and disposal of iguanas as needed. 2.2.4 If using traps, the traps must be checked at least once every 24 hours. 2.2.5 Working closely with the Village’s Parks and Recreation department for maximum results and provide regular progress reports and photos. 2.2.6 Evaluating the effects of the project on an on-going basis to determine the effectiveness and merit of the program and its impact in the Village. 2.2.7 Services must be provided a minimum of two days per week. 2.2.8 Attend to specific areas at the direction of the Parks and Recreation Department. 2.3 TECHNICAL SPECIFICATIONS: 2.3.1 The Contractor shall locate trap, and remove iguanas (e.g., green Mexican spiny tailed and black spiny tailed) and other invasive lizard species (e.g., black and white tegu and monitor), The Village reserves the right to validate that the Contractor possess the ability to perform services referenced with this contract, including access to all equipment, hardware, labor and service experience and expertise. 2.3.2 The Contractor will perform an aggressive removal, focusing in the areas highly populated by iguanas. Once the highly populated areas are cleared, the Contractor will sweep the remaining areas. 2.3.3 The Contractor will perform services during the location operation hours, throughout the duration of the contract. Iguana removal will not occur on federal holidays, and when unsafe to do so (e.g., tropical storms, hurricanes, wildfires, pandemics), in coordination with the Village Representative. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 9 2.3.4 The Contractor will implement the most effective capture techniques(s) for the individual removal sites including but not limited to hand capture, catch poles, live trapping and egg removal. The extermination must be in accordance with all State, County and Local laws. 2.3.5 The Contractor will place traps in areas where snaring is not possible, the Contractor will incorporate custom built traps that are able to catch multiple iguanas. Traps will be placed in discrete areas and contact information will be displayed on them. The Contractor traps will be checked daily to ensure humane treatment of the animals. 2.3.6 The Contractor shall provide all labor, materials, equipment and supervisors necessary for the operation of services provided. All vehicles and trailers should be clearly marked with the company name and phone number. 2.3.7 Any night-time removal efforts will be conducted in a manner to minimize disturbance to people utilizing the parks or adjacent residential areas. The Contractor and staff will conduct themselves Iguana and Non-Native Lizard Removal Services professionally and will always consider public safety during the project. 2.3.8 The Contractor will visit waterways by boat, if necessary. 2.3.9 The Contractor will search for burrows and remove any eggs found. Burrows will collapse and filled in. 2.3.10 The Contractor will perform night visits to collect hatchlings, to be scheduled in coordination with the Village Representative. 2.3.11 The Contractor must be available twenty-four (24) hours a day, seven (7) days a week on an emergency basis. In an emergency situation where services are required immediately outside of the Village’s business hours, the Village will contact the Contractor and the Contractor shall respond to the work within two (2) hours. The Contractor will provide a telephone number and email for use during emergency response. 2.3.12 The Contractor will provide a weekly report of findings in writing by Monday, 10:00 A.M. from the previous week to Village Representative, the report should include the following: a. Date of service. b. Location of service. c. Number of iguana’s removed per site. d. Number of burrows filled per site. e. Any additional comments. 2.3.13 All Contractors employees must wear clothing that clearly identifies the employee with the Contractor’s company name and must have identification from the company. 2.3.14 The Contractor shall be responsible for creating a safe environment for their employees, Village employees, residents and visitors while performing services. Proper safety signs and/or cones shall be used when necessary. The Contractor shall provide for a neat, clean, and safe environment at all times during all work. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 10 2.3.15 Whenever the Contractor leaves a location, that location shall be clean, safe, and free of any tools and other materials related to the work. The Contractor shall properly dispose, at its own cost, of any and all waste, debris, and other objectionable material created through the work process. 2.4 HUMANE KILLING METHODS: The killing of reptiles is to be done as stipulated by the Florida Fish and Wildlife Conservation Commission guidelines. It is the Contractor responsibility to ensure nonnative reptiles are killed in a humane manner. Additional information pertain to humane killing methods can be found at https://myfwc.com/wildlifehabitats/nonnatives/python/humane-killing-methods/ 2.5 PROPOSAL PRICE: Price shall include all labor, supervision, equipment, tools, and machinery necessary to complete the work. Amounts are based on estimated quantities and should not be construed as guaranteed work unless indicated otherwise. 2.6 PERFORMANCE EVALUATION FORM: The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. END OF SECTION DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C EXHIBIT B CONSULTANT PROPOSAL DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C We VILLAGE OF KEY BISCAYNE 88 West McIntyre Street Key Biscayne, Florida 33149 INVITATION TO BID ITB # 2023-19 IGUANA PEST CONTROL ITB Release Date: October 11, 2023 Non-Mandatory Pre-Bid Conference: October 24, 2023 , 10:00 A.M. Written Questions Due: October 26, 2023, 9:00 A.M. Response to Questions: October 31, 2023 Bids Due: November 14, 2023, 11:30 A.M. Submit To: Via DemandStar https://www.demandstar.com DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 2 PUBLIC NOTICE IGUANA PEST CONTROL PUBLIC NOTICE AND ADVERTISEMENT FOR BIDS INVITATION TO BID ITB # 2023-19 Pre-Bid Conference: October 24, 2023, AT 10:00 AM Bid Deadline: November 14, 2023, AT 11:30 AM The Village of Key Biscayne (“Village”) has issued a Request for Proposal (“RFP”) to interested, qualified and licensed contractors in the State of Florida, for the following services/project: IGUANA PEST CONTROL. The Village of Key Biscayne encourages small and minority business, women’s business enterprises, and labor surplus area firms to submit proposals. Proposals must be received by the deadline date, submitted to: DEMANDSTAR https://www.demandstar.com Bid packages will be available on the Village’s website www.keybiscayne.fl.gov/procurement or may be available on Demandstar. For further information contact: Procurement procurement@keybiscayne.fl.gov Questions and comments must be received no later than, October 26, 2023, 9:00 a.m. Proposers, their agents, and associates are encouraged not to contact or solicit any Village Council Member, Village employee, or official regarding this RFP/ITB/RFQ after the bid opening. Only that individual listed above as the contact person shall be contacted. Dated: October 11, 2023 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 3 TABLE OF CONTENTS PUBLIC NOTICE SECTION 1 – Information and Instruction for Proposers 2 4 SECTION 2 – General Requirements and Scope of Work 8 SECTION 3 – Proposal Submission Requirements 11 SECTION 4 – General Requirements 16 SECTION 5 – Forms, Affidavits, and Attachments 19 FORMS AND SUBMISSIONS Attachment A – Draft Contract 48 EXHIBIT A – Scope of Work 58 EXHIBIT B – Bid Schedule 59 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 4 SECTION 1. INFORMATION FOR THE PROPOSERS 1.1 GENERAL INFORMATION/STATEMENT OF PURPOSE The Village of Key Biscayne (the “Village”), a municipality located in Miami-Dade County, Florida, hereby requests bids as further defined in Section 2 of this invitation to bid (“Services”) to provide management of the Green Iguana population within the Village. The selected Respondent shall provide support services to assist the Village in minimizing the impact of green iguanas in both private and public areas. This includes, but is not limited to, snaring, live trapping, capturing and removal (by hand or other methods), and nest destruction in full accordance with the specifications, terms and conditions contained in Section 2 of this Invitation to Bid (ITB). 1.2 INTRODUCTION/BACKGROUND The Village of Key Biscayne (the “Village”) is located on an island approximately six (6) miles into Biscayne Bay and connected to the mainland via the Rickenbacker Causeway. Crandon Boulevard, a four-lane road with a median, bisects the Village. Shopping centers and single purpose commercial buildings line Crandon Boulevard. Towards the west lies single family homes. The east side of Crandon Boulevard contains mid to high rise multiple family buildings, one single family district, townhomes, and another single-family area that is part of a planned unit development. The incorporated Village is flanked by two large parks: Crandon Park to the north and Bill Baggs Cape Florida Recreation Area to the south. The latter receives over a million visitors per year and is a major contributor to traffic congestion on the weekends and holidays. The Village is the home to approximately 15,000 residents residing on 1.25 square miles. The Village is committed to efficient government administration. A small core of the Village staff has been serving its residents, businesses, and visitors exceptionally well through their dedication and with the help of consultants, contractors, and service providers who also have been committed to providing quality products at competitive prices. We expect to continue this tradition. 1.3 FEDERAL FUNDING – N/A 1.4 SUSPENSION/DEBARMENT A prospective Bidder that is listed on the government-wide Excluded Parties List System in the System for Award Management (www.SAM.gov ), or that is suspended or debarred by the State of Florida, cannot be awarded a contract. 1.5 DISADVANTAGED BUSINESS & WORKER UTILIZATION Bidders are encouraged to utilize small, women and minority-owned businesses as subcontractors whenever possible. Lists of local certified businesses are available on Miami-Dade County’s website at https://mdcsbd.gob2g.com/frontend/searchcertifieddirectory.asp In addition, Proposers may request assistance from organizations such as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. Proposers who intend to hire additional workers for Village projects are encouraged to hire local workers. CareerSource South Florida maintains a job clearinghouse that can assist in connecting contractors with trained local construction workers. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 5 1.6 VILLAGE RIGHTS The Village reserves the right to award one or more contract(s) to the Respondent(s) in accordance with what the Village deems in its best interest. Notwithstanding, the Village may, at its sole discretion, reject all responses and cancel the solicitation, in which case no award will be made. The Village reserves the right to accept or reject any or all Responses, based upon its deliberations and opinions. In making such determination, the Village reserves the right to investigate the financial capability, integrity, experience and quality of performance of each Consultant, including officers, principals, senior management and supervisors as well as the staff identified in the RFP. The Village also reserves the right to waive minor variations or irregularities in the Responses. 1.7 SCHEDULE OF EVENTS The following schedule shall govern this RFP. The Village reserves the right to change the scheduled dates and times at its sole discretion. No. Event Date 1 Advertisement/ Distribution of RFP October 11, 2023 2 Non-Mandatory Pre-Bid Meeting Key Biscayne BZP Conference Room 88 West McIntyre Street, Sutie # 250 Key Biscayne, Florida 33149 October 24, 2023 at 10:00 AM 3 Closing Date for Bidder Questions October 26, 2023 at 9:00 AM 4 Village's Answers to Questions by Bidders October 31, 2023 5 Proposals Due and Opening on Zoom November 14, 2023 at 11:30 AM 6 Staff Member’s Review of Technical Proposals November 20, 2023 7 Evaluator Review November 29, 2023 8 Reference Checks November 29, 2023 9 Presentations TBD 10 Final Selection/Rank December 06, 2023 12 Award Recommendation December 12, 2023 or later 11 Contract Negotiation December 14, 2023 1.8 REQUEST FOR INFORMATION (RFI) Vendors may request additional information, clarification, or modifications in the form of a Request for Information (“RFI”). Vendors seeking such information must email their RFIs to procurement@keybiscayne.fl.gov in order to receive a response. The request must include the vendor’s name, the RFP number, and RFP title. Any RFI must be submitted prior to the deadline for questions indicated in the schedule of events in Section 1.4 to receive a response. Late or mis-delivered requests may not receive a Village response. The Village will issue responses to RFIs, and any other corrections or amendments it deems necessary, in the form of a written addendum. The Village, at its sole discretion, may not issue a response to an RFI. Vendors should not rely on any representations made outside of these written addenda. Where a conflict appears between the RFP and any issued addenda, the last addendum issued will prevail. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 6 Addenda will be made available on the Village of Key Biscayne website www.keybiscayne.fl.gov/procurement and DemandStar. It is the vendor’s sole responsibility to ensure receipt of all addenda prior to submitting a response. 1.9 ADDENDA If the Village finds it necessary to add to, or amend this RFP prior to the Response submittal deadline, the Village will issue written addenda/addendum. Each Vendor must acknowledge receipt of each addendum by signing the acknowledgement (Section 4) and providing it with its Response. 1.10 DISCREPANCIES, ERRORS AND OMISSIONS Any discrepancies, errors, or ambiguities in the RFP or addenda (if any) should be reported in writing to the Procurement Division at procurement@keybiscayne.fl.gov. If applicable, the Village will issue a written addendum to the RFP clarifying such conflicts or ambiguities. It is agreed that any such alleged discrepancies, errors, or omissions will not be construed against the drafting party. 1.11 CERTIFICATION The signer of the Response (to this ITB) must declare by signing the Forms included in Section 5 that the person(s), firm(s) and parties identified in the Response are interested in and available for providing the Services; that the Response is made without collusion with any other person(s), firm(s) and parties; that the Response is fair in all respects and is made in good faith without fraud; and that the signer of the cover letter of the Response has full authority to bind the person(s), firm(s) and parties identified in the Response. 1.12 PRE-BID MEETING/SITE VISIT A NON-MANDATORY Pre-Bid meeting/site visit will be held on, October 24, 2023 at 10:00 am at the Village of Key Biscayne BZP Conference Room, Suite 250, 88 West McIntyre Street, Key Biscayne, Florida 33149. All interested Proposers are encouraged to attend. It is the sole responsibility of the Proposer to inspect the project site and become familiar with the scope of the Village’s requirements and systems prior to submitting a proposal. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer is familiar with the nature and extent of the work, equipment, materials, and labor required. 1.13 VILLAGE AUTHORITY Proposals will be selected at the sole discretion of the Village. The Village reserves the right to waive any irregularities in the request process, to reject any or all proposals, reject a proposal which is in any way incomplete or irregular, re-bid the entire solicitation or enter into agreements with more than one Proposer. Proposals received after the deadline provided in this RFP will not be considered. 1.14 RESPONSE/PRESENTATION COSTS The Village shall not be liable for any costs, fees, or expenses incurred by any Vendor in responding to this RFP, nor subsequent inquiries or presentations relating to its Response. 1.15 TERMS OF ENGAGEMENT The Vendor, by submission of its Proposal, agrees to the terms and conditions contained in the contract attached hereto as Attachment “A,” (“Contract”) and further agrees to execute the Contract without DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 7 change. Notwithstanding, the Village, in its sole discretion, reserves the right to negotiate the final contract price or any terms and conditions. The initial contract term is for three (3) years with the option to extend at its sole discretion for two (2) one-year (1-year) renewal terms for the maximum of five (5) years. The Proposer understands that this ITB does not constitute an agreement or a contract with the Proposer. A proposal is not binding until proposals are approved by the Village of Key Biscayne Council and both parties execute a written contract. Proposals that are conditioned to additions, deletions, or revisions to the Contract’s terms and conditions will be rejected as non-responsive. 1.16 NOTICE TO PROCEED The Successful Proposer shall not begin work until the Village issues a written Notice to Proceed (“NTP”). Work performed by the Successful Proposer prior to receiving the NTP shall be deemed non-compensable by the Village. The Successful Proposer shall not have any recourse against the Village for prematurely performing unauthorized work. END OF SECTION DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 8 SECTION 2. SCOPE OF WORK / TECHNICAL SPECIFICATIONS 2.1 SCOPE OF WORK: The Village seeks a certified Iguana Pest Control company for the management of the Green Iguana population within the Village. The selected Respondent shall provide support services to assist the Village in minimizing the impact of green iguanas in both private and public areas. This includes, but is not limited to, snaring, live trapping, capturing and removal (by hand or other methods), and nest destruction. 2.2 PROJECT OVERVIEW: Services shall be provided and billed on a monthly basis. Monitoring of bridges, water basins, common access grounds, and other areas is to be conducted on a daily basis. Services will include, but not be limited to: 2.2.1 Minimizing the population and impact of green iguanas in public and private areas (land and water), using a wide variety of capturing techniques. 2.2.2 Conducting a preliminary inspection in order to make an assessment of all areas requiring attention. 2.2.3 Responding to calls requesting assistance for removal and disposal of iguanas as needed. 2.2.4 If using traps, the traps must be checked at least once every 24 hours. 2.2.5 Working closely with the Village’s Parks and Recreation department for maximum results and provide regular progress reports and photos. 2.2.6 Evaluating the effects of the project on an on-going basis to determine the effectiveness and merit of the program and its impact in the Village. 2.2.7 Services must be provided a minimum of two days per week. 2.2.8 Attend to specific areas at the direction of the Parks and Recreation Department. 2.3 TECHNICAL SPECIFICATIONS: 2.3.1 The Contractor shall locate trap, and remove iguanas (e.g., green Mexican spiny tailed and black spiny tailed) and other invasive lizard species (e.g., black and white tegu and monitor), The Village reserves the right to validate that the Contractor possess the ability to perform services referenced with this contract, including access to all equipment, hardware, labor and service experience and expertise. 2.3.2 The Contractor will perform an aggressive removal, focusing in the areas highly populated by iguanas. Once the highly populated areas are cleared, the Contractor will sweep the remaining areas. 2.3.3 The Contractor will perform services during the location operation hours, throughout the duration of the contract. Iguana removal will not occur on federal holidays, and when unsafe to do so (e.g., tropical storms, hurricanes, wildfires, pandemics), in coordination with the Village Representative. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 9 2.3.4 The Contractor will implement the most effective capture techniques(s) for the individual removal sites including but not limited to hand capture, catch poles, live trapping and egg removal. The extermination must be in accordance with all State, County and Local laws. 2.3.5 The Contractor will place traps in areas where snaring is not possible, the Contractor will incorporate custom built traps that are able to catch multiple iguanas. Traps will be placed in discrete areas and contact information will be displayed on them. The Contractor traps will be checked daily to ensure humane treatment of the animals. 2.3.6 The Contractor shall provide all labor, materials, equipment and supervisors necessary for the operation of services provided. All vehicles and trailers should be clearly marked with the company name and phone number. 2.3.7 Any night-time removal efforts will be conducted in a manner to minimize disturbance to people utilizing the parks or adjacent residential areas. The Contractor and staff will conduct themselves Iguana and Non-Native Lizard Removal Services professionally and will always consider public safety during the project. 2.3.8 The Contractor will visit waterways by boat, if necessary. 2.3.9 The Contractor will search for burrows and remove any eggs found. Burrows will collapse and filled in. 2.3.10 The Contractor will perform night visits to collect hatchlings, to be scheduled in coordination with the Village Representative. 2.3.11 The Contractor must be available twenty-four (24) hours a day, seven (7) days a week on an emergency basis. In an emergency situation where services are required immediately outside of the Village’s business hours, the Village will contact the Contractor and the Contractor shall respond to the work within two (2) hours. The Contractor will provide a telephone number and email for use during emergency response. 2.3.12 The Contractor will provide a weekly report of findings in writing by Monday, 10:00 A.M. from the previous week to Village Representative, the report should include the following: a. Date of service. b. Location of service. c. Number of iguana’s removed per site. d. Number of burrows filled per site. e. Any additional comments. 2.3.13 All Contractors employees must wear clothing that clearly identifies the employee with the Contractor’s company name and must have identification from the company. 2.3.14 The Contractor shall be responsible for creating a safe environment for their employees, Village employees, residents and visitors while performing services. Proper safety signs and/or cones shall be used when necessary. The Contractor shall provide for a neat, clean, and safe environment at all times during all work. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 10 2.3.15 Whenever the Contractor leaves a location, that location shall be clean, safe, and free of any tools and other materials related to the work. The Contractor shall properly dispose, at its own cost, of any and all waste, debris, and other objectionable material created through the work process. 2.4 HUMANE KILLING METHODS: The killing of reptiles is to be done as stipulated by the Florida Fish and Wildlife Conservation Commission guidelines. It is the Contractor responsibility to ensure nonnative reptiles are killed in a humane manner. Additional information pertain to humane killing methods can be found at https://myfwc.com/wildlifehabitats/nonnatives/python/humane-killing-methods/ 2.5 PROPOSAL PRICE: Price shall include all labor, supervision, equipment, tools, and machinery necessary to complete the work. Amounts are based on estimated quantities and should not be construed as guaranteed work unless indicated otherwise. 2.6 PERFORMANCE EVALUATION FORM: The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. END OF SECTION DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 11 SECTION 3. BID SUBMISSION REQUIREMENTS 3.1 GENERAL BID INSTRUCTIONS Bids are to be uploaded on DemandStar by no later than the Bid Due date and time listed in Section 1.7. Any Bid received after the deadline or delivered in any other manner shall not be considered for award. Bidders are responsible for ensuring that their Bid is delivered by the deadline. Bids should be signed by an official authorized to bind. Bids are to remain valid for at least 180 days. Upon award of an Agreement, the contents of the Successful Bidder Bid shall be incorporated within and included as part of the Agreement. The responsibility for submitting a Bid before the stated time and date is solely and strictly that of the Bidder. The Village is not responsible for any delayed, late, misdelivered, or non-delivered Bids, no matter the cause. 3.2 DEFINITIONS 1. Days: Days shall mean calendar days. 2. Responsible Bidder: To be considered a “responsible” bidder, the Bidder must have adequate equipment and personnel to do the Work within the time limits that are established, has adequate financial status to meet the obligations to perform the Work and has not defaulted on a prior contract. 3. Responsive Bidder: Any person, firm, or corporation submitting a Bid for the Work whose Bid form is complete and includes all required attachments and enclosures, free from exclusions or special conditions and has no alternative Bids for any items, unless alternatives are requested in the specifications. 4. Work: The services required by the Contract Documents, including labor and materials. 3.3 ELIGIBILITY In addition to other requirements stated in this document, to be eligible for award, Bidders must demonstrate the following in their response: 1. Bidder must be appropriately licensed and in good standing with the Florida Department of Professional Regulation 2. Bidder must have five (5) years of continuous operation under the same name providing the same Services. 3. Bidder’s project team must have prior experience within the past five (5) years in the same field as the Services. 4. Bidder’s principal-in-charge must have a minimum of three (3) years of experience within the same field as the Services; and 5. Bidder’s project manager must have a minimum of three (3) years of experience in the same field as the Services with prior project management experience and must be capable of speaking and making decisions on behalf of the Respondent. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 12 Each Bidder shall meet all legal, technical, and professional requirements for providing the requested Services. The Bidder shall furnish such additional information as the Village may reasonably require. This includes information that indicates financial resources as well as ability to provide the Services. The Village reserves the right to make investigations of the Bidders’ qualifications or any of its agents, as it deems appropriate. 3.4 BID SUBMISSION The Bidder shall submit an original Bid on the bid forms attached to this ITB. The Bidder shall fill in all the blank spaces completely for each and every unit item for which a Bid is tendered. The Bidder shall state the price, for which s/he proposes to do each item of Work. The Bid shall include: a) Bid Forms as specified in Section 5. b) Certificate or Evidence of Insurance. c) Project Schedule d) Bid Guarantee. e) Contact information (name, telephone, and email) for at least five (5) references for similar projects performed within the last five (5) years. f) Copies of any relevant business licenses, including occupation, and Florida registration (Company certifications, not personal) and a copy of State Corporate or other proof from the State of Florida that Proposer is authorized to do business in this State. 3.5 SUBMITTAL, RECEIPT AND OPENING OF PROPOSALS CONTRACTOR’s solicitation response must be submitted electronically through DemandStar (www.demandstar.com), the Village’s designated electronic bidding system. It is solely the CONTRACTOR’s responsibility to assure its response is submitted and received in DemandStar by the date and time specified in the solicitation. The Village will not consider responses received by any other means. The official time for electronic submittals is the DemandStar server. All parties will, without reservation, accept the official time. Any bid may be rejected for noncompliance to requirements after a full review by the Village. The sealed submittals will be publicly opened at the Village of Key Biscayne, Village Hall online after the Proposal Submittal Deadline. Award of a proposal will be made at a Village Council meeting. ZOOM INFORMATION FOR ITB OPENING Village of Key Biscayne Bid Opening for ITB # 2023-19 Iguana Pest Control Join Zoom Meeting Join Zoom Meeting https://us06web.zoom.us/j/87380207393?pwd=U3hcMFAVeOPq9YIt057KXJdczG3BK0.1 Meeting ID: 873 8020 7393 Passcode: 345794 Date: November 14, 2023, 11:35 a.m. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 13 3.6 INVESTIGATION OF BIDDERS Bidders are responsible for thoroughly reading and understanding the information, instructions, and specifications contained in the Invitation for Bids, and for investigating the site conditions at the Project location(s), if applicable. At bid opening, each Bidder will be presumed to have read and to be thoroughly familiar with the plans, specifications and contract documents (including all addenda). The failure or omission of any bidder to examine any form, instrument, or document shall in no way relieve the Bidder from any obligation in respect to their Bid. 3.7 QUALIFICATION OF BIDDERS The Village reserves the right to request any additional information necessary, including available facilities, equipment and technological capabilities, in order to ascertain the Bidders capability to perform the Work. 3.8 BID GUARANTY A certified or cashier’s check drawn on a national or state bank, or bid bond, in the amount of five percent (5%) of the total bid, shall accompany each bid as a guarantee that the Bidder will, if award is made, execute a Contract to do the Work for the amount proposed and furnish any required certificates of insurance and bond documents. The bid bond shall be from a surety with an A-rating or better under Best's Guidelines, made payable to: The Village of Key Biscayne. Bid surety received from unsuccessful Bidders will be returned after the Contract is awarded and executed, if requested by unsuccessful Bidder. The failure of the successful Bidder(s) to execute a Contract and submit required insurance certificates and bonds will result in forfeit of the Award. Each Bidder agrees in advance that the Village will sustain certain damages too difficult to accurately ascertain. Accordingly, if the Award is forfeited under this Section, the amount of the Bid Guaranty of the forfeiting Bidder will be retained by the Village, not as forfeiture or a penalty, but as liquidated damages. 3.9 WITHDRAWAL OF A BID A Bidder may withdraw its Bid at any date and time prior to the time the Bids are scheduled to be opened. Notice of withdrawal shall be emailed directly to the Village Procurement Division, at procurement@keybiscayne.fl.gov. 3.10 FAMILIARITY WITH LAWS The Bidder is assumed to be familiar with all applicable Federal, State, and local laws, ordinances, rules, and regulations that may in any manner affect the Work. 3.11 ASSIGNMENT, NON-TRANSFERABILITY OF BID A. Bids shall not be assigned or transferred. A bidder who is, or may be, purchased by or merged with any other corporate entity during any stage of the bidding process, through to and including awarding of and execution of the Agreement, is subject to having its bid disqualified as a result of such transaction. The Village Manager shall determine whether a bid is to be disqualified in such instances. B. If, at any time during the bidding process, filings, notices or like documents are submitted to any regulatory agency concerning the potential acquisition of bidder, or the sale of a controlling interest in the bidder, or any similar transaction, the bidder shall immediately DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 14 disclose such information to the Village. Failure to do so may result in the bid being disqualified, at the Village’s sole discretion. 3.12 TIME AND AWARD Bids shall be held firm for ninety (90) days from the date of bid opening to allow for the Village review, award, and execution of the Contract. No modifications shall be submitted by Bidder or accepted by the Village. 3.13 AWARD OF CONTRACT The Award of the Contract will be to the lowest Responsive and Responsible Bidder(s), whose qualifications indicate the Award will be in the best interest of the Village and whose Bid(s) complies with the requirements of these specifications. The Village, as part of its evaluation may perform an examination of the Bidder’s facilities, including, but not be limited to, all properties operated by the Bidder, all equipment used in the performance of business by the Bidder, and/or any other evidence, tangible or intangible, that the Village may deem necessary to substantiate the technical and other qualifications, and the abilities of the Bidder to perform the Work. In no case will the Award be made until all necessary investigations have been made into the responsibility of the Bidder(s) and the Village Manager is satisfied that the Bidder is qualified to do the Work and have the necessary organization, capital and equipment to carry out the Work in the specified timeframes. In evaluating responsibility, the Village may also consider previous contracts with the Village, past performance and experience with other contracts, compatibility of the project team with Village personnel, and any other criteria deemed relevant by the Village. If the successful Bidder to whom a Contract is awarded forfeits the Award by failing to meet the conditions of award, the Village may award the Contract to the next lowest Responsive and Responsible Bidder or reject all Bids or re-advertise the Work. 3.14 BONDS A Performance and a Payment Bond for the full amount of the Contract shall be required in connection with this Contract. 3.15 INSURANCE REQUIREMENTS Bidder shall secure and maintain throughout the duration of the Contract, if selected, insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Bidder’s insurance and shall not contribute to the Bidder’s insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. Copies of Bidder’s actual Insurance Policies as required herein and Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured. Each Policy and certificate shall include no less than (30) thirty-day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. All coverage forms must be primary and non-contributory and the Bidder shall provide a waiver of subrogation for the benefit of the Village. The Bidder shall be responsible for assuring that the insurance policies and certificates required by this Section remain in full force and effect for the duration of the Project. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 15 a) Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Bidder. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. b) Workers Compensation and Employer’s Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer’s Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Bidder shall be allowed to provide Services pursuant to this ITB who is not covered by Worker’s Compensation insurance. c) Business Automobile Liability with minimum limits of $1,000,000.00 per Occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non- Owned Vehicles. 3.16 EXECUTION OF CONTRACT The successful Bidder(s) shall, within ten (10) days of receipt of a written notice of the Award of the Contract, deliver to the Village a fully executed Contract and all requested certificates of insurance and bonds. 3.17 EXAMINATION OF CONDITIONS It shall be the Proposer’s responsibility to visit the proposed work site(s) and to thoroughly familiarize himself with the nature and extent of the work to be performed and all local existing site conditions, to make his own estimate of the facilities and difficulties attending the execution of the work; no allowance shall be made by the Village for the Proposer's failure to do so. END OF SECTION DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 16 SECTION 4. GENERAL REQUIREMENTS 4.1 RETENTION OF PROPOSAL The Village reserves the right to retain all Proposals submitted and use any ideas contained in any Proposals, regardless of whether that Bidder is selected. 4.2 PUBLIC RECORDS Florida law provides that municipal records should be open for inspection by any person under Chapter 119, F.S. Public Records law. All information and materials received by the Village in connection with Proposals shall become property of the Village and shall be deemed to be public records subject to public inspection. 4.3 LOBBYIST REGISTRATION Respondents must comply with the Village’s lobbyist regulations. Please contact the Village Clerk at (305) 365-5506 for additional information. 4.4 PERMITS, TAXES, LICENSES The Vendor shall, at its own expense, obtain all necessary permits, pay all licenses, fees and taxes required to comply with all local ordinances, state and federal laws, rules, regulations and professional standards that would apply to this contract. 4.5 LAWS, ORDINANCES The Vendor shall observe and comply with all federal, state, and local laws, including ordinances, rules, regulations and professional standards that would apply to the contract. 4.6 SCRUTINIZED COMPANIES Pursuant to Section 287.135, Florida Statutes, a Proposer is ineligible to, and may not submit a Proposal for, or enter into or renew a contract with VILLAGE for goods or services if at the time of submitting a Proposal for a new contract or renewal of an existing contract: A. for any contract amount, if the Proposer is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; B. if $1 million or more and the Proposer is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes; or C. if $1 million or more and the Proposer is engaged in business operations in Cuba or Syria. 4.7 NON-APPROPRIATION OF FUNDS In the event that insufficient funds are appropriated, and budgeting or funding is otherwise unavailable or not allocated in any fiscal period for the Agreement, the Village shall have the unqualified right to terminate the Work Order(s), and/or Agreement, upon written notice to the Successful Proposer, without any penalty or expense to the Village or recourse against the Village. No guarantee, promise, warranty, or representation is made that any work or project(s) will be assigned to the Successful Proposer. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 17 4.8 PUBLIC ENTITY CRIMES ACT In accordance with the Public Entity Crimes Act, (Section 287.133, Florida Statutes) a person or affiliate who is a contractor, who had been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the Village, 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 the Village, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with the Village in excess of the threshold amount provided in Section 287.917, Florida Statutes, for Category Two for a period of 36 months form the date of being placed on the convicted vendor list. Violation of this section by the Contractor shall result in rejection of the Bid, termination of the contract, and may cause Contractor debarment. 4.9 KEY PERSONNEL Subsequent to submission of a Proposal and prior to award of an Agreement, Key Personnel shall not be changed. Proposers shall not change any member of their Key Personnel without just cause and prior written approval by the Village. The Village reserves the right to request additional documentation, as required by the RFP prior to making its determination. If the Village does not accept the proposed change(s), the Proposal may be rejected and not considered for award. 4.10 E-VERIFY Successful Bidder shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any Subcontractor performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Subcontractor during the Contract term. 4.11 CONFLICT OF INTEREST Proposers, by responding to this RFP, certify that to the best of their knowledge and belief, no elected/appointed official or employee of the Village is financially interested, directly or indirectly, in the purchase of goods/services specified in this RFP. Any such interests on the part of the Proposer or its employees shall be disclosed in writing to the Village. Further, Proposers shall disclose the name of any Village employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock of the Proposing firm. 4.12 DEBARRED/SUSPENDED VENDORS An entity or affiliate who has been placed on the State of Florida or Federal debarred or suspended vendor list may not: a) submit a Proposal on a contract to provide goods or services to a public entity; b) may not submit a Proposal on a contract with a public entity for the construction or repair of a public building or public work; c) may not submit a Proposal on leases of real property to a public entity; d) may not be awarded or perform work as a contractor, design-builder, supplier, subcontractor, or consultant under contract with any public entity; and e) may not transact business with any public entity. 4.13 NON-DISCRIMINATION Proposer agrees that it shall not discriminate by race, gender, color, age, religion, national origin, marital status, or disability in connection with its performance under this RFP. Furthermore, Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, gender, color, age, religion, national origin, marital status, or disability be excluded from the participation in, be denied benefits of, DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 18 or be subjected to, discrimination under any program or activity called for or required in connection with services rendered under this Agreement. 4.14 UNETHICAL BUSINESS PRACTICE PROHIBITIONS Proposer represents and warrants to the Village that it has not employed or retained any person or company employed by the Village to solicit or secure the award of the Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind, contingent upon or in connection with, the award of the Contract. 4.15 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the Proposal shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted purposely, through either intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists, or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the Proposer’s authorized signature affixed to the Proposer's acknowledgment form, attests to this. 4.16 CONE OF SILENCE To ensure fair consideration for all Proposers, a Cone of Silence is encourage starting on the due date of the proposal submission. Proposers are asked not to communicate any department, division, or employee from the submission package concerning the proposal until an award decision has been made. Any communication between Proposer and the Village in order to obtain information or clarification needed to develop a proper, accurate evaluation of the proposal should be conducted through the Village Procurement Officer, Daren Jairam at djairam@keybiscayne.fl.gov or procurement@keybiscayne.fl.gov. END OF SECTION DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 19 SECTION 5. FORMS, AFFIDAVITS, AND ATTACHMENTS FORM 1 RESPONSE CHECKLIST  Form 1: Response Checklist  Form 2: Addendum Acknowledgment  Form 3: Certificate of Authority (Complete one of the two forms as applicable) ▪ Form 3A: Certificate of Authority (for Corporations or Partnerships) ▪ Form 3B: Certificate of Authority (for Individuals)  Form 4: Proposer’s Statement of Organization  Form 5: References  Form 6: Affidavits • Form 6A: Single Execution Affidavits • Form 6B: Independence Affidavit • Form 6C: Non-Collusion Affidavit  Form 7: Drug Free Workplace  Form 8: Certification to Accuracy of Proposal  Form 9: Scrutinized Companies  Form 10: Public Entity Crimes  Form 11: Dispute Disclosure  Form 16: Certificate of Insurance ATTACHMENTS  A: Draft Contract EXHIBITS  A: Scope of Services  B: Fee Schedule/Price Proposal  C: Evaluation Performance Form DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 20 FORM 2 ADDENDUM ACKNOWLEDGEMENT Solicitation Title: IGUANA PEST CONTROL Solicitation No.: ITB # 2023-19 Listed below are the dates of issue for each Addendum received in connection with this Solicitation: Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ Addendum No. ________, Dated _________ ☐No Addendum issued for this Solicitation Firm’s Name: ________________________________________________________________________ Authorized Representative’s Name: ______________________________________________________ Title: _______________________________________________________________________________ Email: ______________________________________________________________________________ Phone Number: ______________________________________________________________________ Authorized Signature: __________________________________________________________________ 1 10/31/2023 Blue Iguana Pest Control, Inc d/b/a Iguana Control Thomas Portuallo President Tom@IguanaControl.com (855) 525-5656 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 26 FORM 5 CLIENT REFERENCES REFERENCE #1 Name of Company: Reference Contact Name: _______________________________________________________________ Contact Title: _________________________________________________________________________ Contact Telephone: ____________________________________________________________________ Contact Email: ________________________________________________________________________ Contract Start Date: ____________________ Contract End Date: _____________________________ REFERENCE #2 Name of Company: Reference Contact Name: _______________________________________________________________ Contact Title: _________________________________________________________________________ Contact Telephone: ____________________________________________________________________ Contact Email: ________________________________________________________________________ Contract Start Date: ____________________ Contract End Date: _____________________________ REFERENCE #3 Name of Company: Reference Contact Name: _______________________________________________________________ Contact Title: _________________________________________________________________________ Contact Telephone: ____________________________________________________________________ Contact Email: ________________________________________________________________________ Contract Start Date: ____________________ Contract End Date: _____________________________ Town of Golden Beach Kirk McKoy (786) 859-3825 Project Manager kmckoy@goldenbeach.us 09/2017 Present Florida Fish and Wildlife Conservation Commission Taylor Apter Education & Outreach Specialist (305) 807-4172 Taylor.Apter@myfwc.com 05/2022 Present Coral Springs Improvement District Shawn Frankenhauser Stormwater Manager (954) 796-6669 shawnf@csidfl.org 10/2017 Present DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 27 REFERENCE #4 Name of Company: Reference Contact Name: _______________________________________________________________ Contact Title: _________________________________________________________________________ Contact Telephone: ____________________________________________________________________ Contact Email: ________________________________________________________________________ Contract Start Date: ____________________ Contract End Date: _____________________________ REFERENCE #5 Name of Company: Reference Contact Name: _______________________________________________________________ Contact Title: _________________________________________________________________________ Contact Telephone: ____________________________________________________________________ Contact Email: ________________________________________________________________________ Contract Start Date: ____________________ Contract End Date: _____________________________ Ocean Reef Community Association Ariel Artime Director of Operations (305) 367-7325 aartime@orcareef.com 09/2021 Present City of Boca Raton, Rec. Services Leanne Welch Project Manager (561) 213-9419 LWelch@myboca.us 12/22 Present DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 34 FORM 6B INDEPENDENCE AFFIFAVIT The undersigned individual, being duly sworn, deposes and says that: I am of , the proposer that has submitted the attached proposal; I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have or have had during the past five years, any relationships (professional, financial, familial or otherwise) with the VILLAGE (or any of its di stricts), its elected or appointed officials, its employees or agents, or any member or alternate member of the Selection Committee. A “relationship” for the purpose of this affidavit shall include but not be limited to employer/employee, consultant, contractor, subcontractor, associate, officer, partnership, joint venture, ownership greater than one percent, landlord/tenant, or creditor/debtor, gift donor/recipient (in excess of $100.00), past or on -going personal relationships, or joint involvement with charitable/voluntary activities. Relationship includes having a prior or current contract with the VILLAGE. Except as set forth below, I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have received any promise of compensation, remuneration, gift, discount, or other gratuity in exchange for my proposal. I understand and agree that I shall give the VILLAGE written notice of any other relationships (as defined above) that I enter into with the VILLAGE (or any of its districts), its elected or appointed officials, its employees or agents, or any member or alternate member of the Selection Committee during the period of the Agreement. I set forth below any exceptions to the aforementioned (if none, write “None”): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ Thomas Portuallo President Blue Iguana Pest Control, Inc. dba Iguana Control None DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 36 FORM 6C NON-COLLUSION AFFIDAVIT The undersigned individual, being duly sworn, deposes and says that: 1.He/She is_______________________________ of____________________________________, proposer that has submitted the attached proposal; 2.He/She is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal; 3.Such proposal is genuine and is not a collusive or sham proposal; 4.Neither said proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, connived, or agreed, directly or indirectly, with any other proposer, firm or person to submit a collusive or sham proposal in connection with the Agreement for which the attached proposal has been submitted or to refrain from proposing in connection with the Agreement, or has in any manner, directly or indirectly, sought by agreement of collusion or communication of conference with any other proper, firm, or person to fix the price or prices in the attached proposal, or of any other proposer, or to fix any overhead, profit or cost element of the proposal or the response of any other proposer, or to secure through any collusion, connivance, or unlawful agreement any advantage against the Village of Key Biscayne, Florida, or any person interested in the Agreement; and 5.The response to the attached ITB is fair and proper and is not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. Thomas Portuallo President Blue Iguana Pest Control, Inc. dba Iguana Control DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 38 FORM 7 DRUG FREE WORKPLACE The undersigned proposer in accordance with Chapter 287.087, Florida Statutes, hereby certifies that ____________________________ does: (Name of proposer) 1.Publish a statement notifying employees that the unlawful manufacturing, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2.Inform employees about the dangers of drug abuse in the workplace, the business’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3.Give each employee engaged in providing the contractual services described in the RFP document a copy of the statement specified in subsection (1). 4.In the statement specified in subsection (1), notify the employee that, as a condition of working on the contractual services described in the RFP or the Agreement, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5.Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee’s community, by any employee who is so convicted. 6.Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. 7.As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Blue Iguana Control, Inc. dba Iguana Control DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 42 FORM 10 PUBLIC ENTITY CRIMES Sworn Statement Under §287.133(3)(a), Florida Statutes (This form must be signed in the presence of a notary public or other officer authorized to administer oaths.) 1.This sworn statement is submitted with Bid, Proposal or contract No. 2.This sworn statement is submitted by: (name of entity submitting sworn statement) whose business address is: ____________________________________________ ____________________________________________ ____________________________________________ Federal Identification Number (FEIN) is: ___________________________________________ (if applicable) Social Security Number: ___________________________________________ (if the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement) 3. My name is: _________________________________________ (print name of individual signing this document) and my relationship to the entity is:___________________________________ 4.I understand that a "public entity crime" as defined in §287.133(1)(g), Florida Statutes means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United states, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5.I understand that a "convicted" or "conviction" as defined in §287.133(1)(b), Florida Statutes, means a finding of guilt of a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges broug ht by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere. 6.I understand that an "affiliate" as defined in §287.133(1)(a), Florida Statutes means: (a)A predecessor or successor of a person or a corporation convicted of a public entity crime; or ITB 2023-19 Blue Iguana Pest Control, Inc. dba Iguana Control 1440 Coral Ridge Drive Ste 460 Coral Springs, FL 33071 27 132 4353 Thomas Portuallo President DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 43 (b)An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima - facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7.I understand that a "person" as defined in §287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which binds or applies to bids on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 8.Based on the information and belief, the statement that I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies) a.____Neither the entity submitting the sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity nor any affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, 1989. b.____The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, and (Please indicate which additional statement applies) 1)____There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. (Please attach a copy of the final order) 2)____The person or affiliate was placed on the convicted list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order) X DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 45 FORM 11 DISPUTE DISCLOSURE Answer the following questions by placing an “X” after “Yes” or “No”. If you answer “Yes”, please explain in the space provided, or on a separate sheet attached to this form. 1.Has your firm or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulations or any other regulatory agency or professional associations within the last five (5) years? YES __________ NO __________ 2.Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services your firm provides in the regular course of business within the last five (5) years? YES __________ NO __________ 3.Has your firm had against it or filed any requests for equitable adjustment, contract claims, Bid protests, or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? YES __________ NO __________ If yes, state the nature of the request for equitable adjustment, contract claim, litigation, or protest, and state a brief description of the case, the outcome or status of the suit and the monetary amounts of extended contract time involved. I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation of falsification of facts shall be cause for forfeiture of rights for further consideration of this Bid for the Village of Key Biscayne. Firm: Authorized Signature: Print or Type Name: Title: Date: _______ X X X Blue Iguana pest Control, Inc d/b/a Iguana Control Thomas Portuallo President/Owner 11/8/2023 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 46 FORM 12 FORM 13 FORM 14 FORM 15 FORM 16 INSURANCE AND LICENSE CERTIFICATES VILLAGE OF KEY BISCAYNE BIDDER’S REPRESENTATION IGUANA PEST CONTROL Proposal of (Name) (Address) to furnish all materials, equipment, and labor and to perform all work in accordance with the Contract Documents for: IGUANA PEST CONTROL (“THE PROJECT”) TO: Village of Key Biscayne Attn: Village Clerk 88 West McIntyre Street, Suite 220 Key Biscayne, Florida 33149 The undersigned, as Bidder, hereby declares that the only person or persons interested in the Bid, as principal or principals, is or are named herein and that no other person than herein mentioned has any interests in the Bid or the Contract to which the Work pertains; that this Bid is made without connection or arrangement with any other person, company, or parties making Bids or Proposals and that the Bid is in all respects fair and made in good faith without collusion or fraud. The Bidder further declares that he or she has examined the geographic location and sites of the Work; that he has made sufficient investigations to fully satisfy himself that such sites are suitable for this Work; and he assumes full responsibility therefore; that he has examined the specifications for the Work and from his own experience or from professional advice that the specifications are sufficient for the Work to be done and he has examined the other Contract Documents relating thereto, including the Instructions to Bidders, the Contract, Bid, Detailed Scope of Work/Specifications, Qualification Statement, Public Entity Crime Form, and Insurance requirements Blue Iguana Pest Control, Inc d/b/a Iguana Control 1440 Coral Ridge Drive, #460, Coral Springs, FL 33071 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 48 ATTACHMENT A SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND NAME OF ENTITY THIS AGREEMENT (this “Agreement”) is made effective as of the day of , 2023 (the “Effective Date”), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the “Village”), and NAME OF ENTITY, a Florida [type of entity] (hereinafter, the “Consultant”). WHEREAS, the Village desires certain IGUANA PEST CONTROL; and WHEREAS, the Consultant will perform services on behalf of the Village, all as further set forth in the Proposal dated , 2023, attached hereto as Exhibit “A” (the “Services”); and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a fee for the Services; and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Consultant and the Village agree as follows: 1.Scope of Services. 1.1. Consultant shall provide the Services set forth in the Proposal attached hereto as Exhibit “A” and incorporated herein by reference (the “Services”). 1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter “Deliverables”) to the Village. 2.Term/Commencement Date. 2.1. The term of this Agreement shall be from the Effective Date through three (3) years thereafter, unless earlier terminated in accordance with Paragraph 8. Additionally, the Village Manager may renew this Agreement for two (2) additional one (1) year periods on the same terms as set forth herein upon written notice to the Consultant. 2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement, unless extended by the Village Manager. 3.Compensation and Payment. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 49 3.1. Compensation for Services provided by Consultant shall be in accordance with the Proposal attached hereto as Exhibit “A.” Consultant shall be compensated a flat rate, lump sum fee in the amount of $XXXX.XX per month. 3.2. Consultant shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Consultant under this Agreement. Fees shall be paid in arrears each month, pursuant to Consultant’s invoice, which shall be based upon the percentage of work completed for each task invoiced. The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager. 3.3. Contractor’s invoices must contain the following information for prompt payment: 3.3.1. Name and address of the Consultant; 3.3.2. Purchase Order number; 3.3.3. Contract number; 3.3.4. Date of invoice; 3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers will be rejected); 3.3.6. Name and type of Services; 3.3.7. Timeframe covered by the invoice; and 3.3.8. Total value of invoice. Failure to include the above information will result in the delay of payment or rejection of the invoice. All invoices must be submitted electronically to payables@keybiscayne.fl.gov. 4. Subconsultants. 4.1. The Consultant shall be responsible for all payments to any subconsultants and shall maintain responsibility for all work related to the Services. 4.2. Consultant may only utilize the services of a particular subconsultant with the prior written approval of the Village Manager, which approval may be granted or withheld in the Village Manager’s sole and absolute discretion. 5. Village’s Responsibilities. 5.1. Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services. 5.2. Upon Consultant’s request, Village shall reasonably cooperate in arranging access to public information that may be required for Consultant to perform the Services. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 50 6. Consultant’s Responsibilities; Representations and Warranties. 6.1. The Consultant shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances. If at any time during the term of this Agreement or within two (2) years from the completion of this Agreement, it is determined that the Consultant’s Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform to Village requests, the Consultant shall at Consultant’s sole expense, immediately correct its Deliverables or Services. 6.2. The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. Consultant further warrants and represents that it has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first class manner. 6.3. The Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 7. Conflict of Interest. 7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the term of this Agreement, provide any consulting services to any private sector entities (developers, corporations, real estate investors, etc.), with any current, or foreseeable, adversarial issues in the Village. 8. Termination. 8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar days’ written notice to the Consultant, or immediately with cause. 8.2. Upon receipt of the Village's written notice of termination, Consultant shall immediately stop work on the project unless directed otherwise by the Village Manager. 8.3. In the event of termination by the Village, the Consultant shall be paid for all work accepted by the Village Manager up to the date of termination, provided that the Consultant has first complied with the provisions of Paragraph 8.4. 8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services and the project to the Village, in a hard copy and electronic format within fourteen (14) days from the date of the written notice of termination or the date of expiration of this Agreement. 9. Insurance. 9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 51 naming the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents, and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Consultant’s insurance and shall not contribute to the Consultant’s insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. 9.1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Consultant. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 9.1.2. Workers Compensation and Employer’s Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer’s Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker’s Compensation insurance. 9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles. 9.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, single limit. 9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance and Worker’s Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services. Each certificate shall include no less than (30) thirty-day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days’ written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 52 9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker’s Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the Consultant in performance of this Agreement. The Consultant’s insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Consultant’s insurance. The Consultant’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 9.4. Deductibles. All deductibles or self-insured retentions must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any deductible or self-insured retentions in the event of any claim. 9.5. The provisions of this section shall survive termination of this Agreement. 10.Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding nondiscrimination. 11.Attorneys Fees and Waiver of Jury Trial. 11.1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. 12.Indemnification. 12.1.Consultant shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Consultant’s performance or non-performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Consultant and third parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses including reasonable attorneys’ fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Consultant’s performance or non-performance of this Agreement. 12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 12.3. The provisions of this section shall survive termination of this Agreement. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 53 13.Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 14.Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami-Dade County, Florida. 15.Entire Agreement/Modification/Amendment. 15.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 15.2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 16.Ownership and Access to Records and Audits. 16.1. Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement (“Work Product”) belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 16.2. Consultant agrees to keep and maintain public records in Consultant’s possession or control in connection with Consultant’s performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Consultant involving transactions related to this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 16.3. Upon request from the Village’s custodian of public records, Consultant shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. 16.4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 54 16.5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village’s information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 16.6. Any compensation due to Consultant shall be withheld until all records are received as provided herein. 16.7. Consultant’s failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. 16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Jocelyn B. Koch Mailing address: 88 West McIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: jkoch@keybiscayne.fl.gov 17.Nonassignability. This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise of the Consultant, and such firm’s familiarity with the Village’s area, circumstances and desires. 18.Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19.Independent Contractor. The Consultant and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 20.Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 55 21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from t he award or making of this Agreement. 24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, the terms of this Agreement shall control. 27. E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing business with the Village to register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E-Verify system. The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit: https://www.e- verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-verify. By entering into this Agreement, the Contractor acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from subcontractors; and has executed the required affidavit attached hereto and incorporated herein. [Remainder of page intentionally left blank. Signature pages follow.] DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 56 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year as first stated above. VILLAGE OF KEY BISCAYNE By: Steven C. Williamson Village Manager Attest: By: Jocelyn B. Koch Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) swilliamson@keybiscayne.fl.gov (email) With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2800 Ponce de Leon Boulevard, Suite 1200 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) CONTRACTOR By: Name: Title: Entity: LEGAL NAME OF ENTITY Addresses for Notice: _______________________________________ _______________________________________ _______________________________________ _______________________________________ ___________________ (telephone) (facsimile) __________________________ (email) With a copy to: (telephone) (facsimile) __________________________ (email) DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 58 EXHIBIT A SCOPE OF SERVICES The Scope of Services are those contained in the Proposal Section 2. dated ________________, 2023 , attached hereto and incorporated herein by reference. 10/11 DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Iguana Pest Control ITB # 2023-19 59 EXHIBIT B VILLAGE OF KEY BISCAYNE IGUANA PEST CONTROL PROPOSAL SCHEDULE NAME OF PROPOSER: ______________________________________________ In response to the Village’s invitation to bid and in compliance with the ITB requirements, the undersigned bidder to provide all labor, materials and equipment, all supervision, coordination, all related incidentals necessary to Iguana Pest Control located at the Village of Key Biscayne, Florida. In strict accordance with the Bid Documents dated ________________ including Addenda numbered __________ through __________, inclusive, for an all-inclusive Base Bid for Iguana Pest Control includes all incidental costs. The Contractor understands and agrees that the prices submitted is for the services as indicated in the Scope of Service, including but not limited to, all labor, materials, equipment and permitting. TABLE No Description U/M Unit Price Est. Qty. Extended Price 1. Iguana Pest Control services as described in Section 2. Monthly $ 12 $ TOTAL BID PRICE $ BIDDER’S AFFIDAVIT The undersigned Proposer has carefully examined the Bidding Documents and the site of the proposed work. The Bidder is familiar with the nature and extent of the work and any local conditions or criteria dictated in the ITB . The undersigned Bidder agrees to do all the work and furnish all materials called for by the ITB Documents. The bidder further agrees that payments will be made based on actual quantities placed and accepted. The undersigned Bidder agrees to furnish all materials, equipment, and labor and to perform all work in accordance with the Contract Documents for construction of: Iguana Pest Control located in VILLAGE OF KEY BISCAYNE, FLORIDA. Company Name: _____________________________________________________________________ Bidder’s Name: ______________________________________________________________________ Bidder’s Email: ______________________________________________________________________ Bidder’s Title: _______________________________________________________________________ Bidder’s Signature: ___________________________________________________________________ Blue Iguana Pest Control, Inc d/b/a Iguana Control 1,200 14,400 14,400 10/11/2023 1 1 Blue Iguana Pest Control, Inc d/b/a Iguana Control Thomas Portuallo Tom@IguanaControl.com President/Owner DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Village of Key Biscayne Performance Evaluation Service Contracts The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. Page 1 of 5 Service Contract Performance Evaluation Form Updated 8/9/2023. Section I: Project Information Contract Name Brief Description Click or tap here to enter text. Contract Number Click or tap here to enter text. Lead Department Choose an item. Evaluator Click or tap here to enter text. Evaluation Period Choose an item. Section II: Performance Evaluation Criteria Vendor Name Click or tap here to enter text. Vendor Address Click or tap here to enter text. Project Manager Name Click or tap here to enter text. Project Manager Email Click or tap here to enter text. Project Manager Phone Click or tap here to enter text. Contract Amount Click or tap here to enter text. Quality of Service Rating Comments Did the vendor meet the agreed-upon deadlines for delivering the services? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How accurate and error-free were the services provided by the Vendor? Was re-work required? If yes, pls specify in comments. 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Did the vendor introduce any innovative technologies, processes, or strategies that improved the service delivery? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Based on the vendor’s quality of service, how likely are you to recommend the vendor's services to others? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How satisfied are you with the overall quality of service provided by the vendor? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Communication and Responsiveness Rating Comments How would you rate the vendor's ability to maintain a positive working relationship with the team and stakeholders? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Village of Key Biscayne Performance Evaluation Service Contracts The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. Page 2 of 5 Service Contract Performance Evaluation Form Updated 8/9/2023. How would you rate the vendor's communication skills and responsiveness to your inquiries or concerns? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How responsive was the vendor in addressing any service disruptions or downtime? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Did the vendor provide any training or knowledge transfer to your team to enhance their understanding of the services? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How well did the vendor document and maintain records related to the services provided? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Based on the vendor’s communication and responsiveness, how likely are you to recommend the vendor’s services to others? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How would you rate the vendor's overall communication and responsiveness? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Compliance with Contractual Obligations Rating Comments Did the vendor adhere to the terms identified in the contract scope? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Did the vendor comply with all applicable laws, regulations, health and safety regulations? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How would you rate the vendor’s performance in fulfilling the service contract requirements? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Based on the vendor’s compliance with contractual obligations, how likely are you to recommend the vendor’s services to others? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How would you rate the vendor's overall compliance with contractual obligations? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Village of Key Biscayne Performance Evaluation Service Contracts The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. Page 3 of 5 Service Contract Performance Evaluation Form Updated 8/9/2023. Cost-Effectiveness Rating Comments Did the vendor implement any cost-saving measures or strategies during the contract period? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Were the level of service commensurate with cost expectations? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How well did the vendor manage and allocate resources to ensure the smooth delivery of services? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Based on the vendor’s cost-effectiveness, how likely are you to recommend the vendor’s services to others? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How would you rate the vendor's overall management of cost- effectiveness? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Problem-Solving and Conflict Resolution Rating Comments How well did the vendor handle any changes or modifications requested during the contract period? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How well did the vendor handle complaints or escalations from your team or customers? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. Based on the vendor’s problem-solving and conflict resolution, how likely are you to recommend the vendor’s services to others? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. How would you rate the vendor's overall problem-solving and conflict resolution? 1☐ 2☐ 3☐ 4☐ 5☐ n/a☐ Click or tap here to enter text. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Village of Key Biscayne Performance Evaluation Service Contracts The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. Page 4 of 5 Service Contract Performance Evaluation Form Updated 8/9/2023. Vendor Comments (if applicable, attach image and pictures) Section III: Overall rating Consultant Overall rating ☐Excellent ☐ Good ☐Satisfactory ☐Fair ☐Unsatisfactory Instructions: • A copy of this evaluation form shall be given to the vendor at contract execution. • Evaluation forms are to be completed quarterly or at the end of each contract/project. • Complete all fields and provide comments where applicable; reference ratings guidelines. • Share form with Vendor and have them fill out vendor comments DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Village of Key Biscayne Performance Evaluation Service Contracts The purpose of this form is to evaluate a service vendor’s performance. The form will be retained by the Village for five years to provide historical data when selecting and renewing contracts. The performance evaluation supports continuous quality improvement by providing direct feedback to the community regarding overall performance measures for each contract. Page 5 of 5 Service Contract Performance Evaluation Form Updated 8/9/2023. • Completed forms are to be sent to Daren Jairam at djairam@villageofkeybiscayne.gov.fl Ratings Guidelines: Rating #1 (Unsatisfactory) - Work required extensive revisions; included numerous & significant errors; consultant was unable or unwilling to perform consistently; required an inordinate amount of supervision, and/or failed to meet professional standards or project o bjectives. Rating #2 (Fair) – Performance was marginal; execution of contractual objectives required more review and included more errors than would normally be anticipated; level of service or expertise below average. Rating #3 (Satisfactory) – Performance and work were satisfactory; services provided were at least of industry standard; no significant errors or problems; contractual objectives met. Rating #4 (Good) - Vendor work is better than that of the average consultant. Rating #5 (Excellent) – Performance was clearly above standard; expectations exceeded; objectives were met with a higher level of professional expertise. Vendor Project Manager & Date Village of Key Biscayne Evaluator & Date Department Director Signature & Date DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy (ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER FrankCrum Insurance Agency, Inc. 100 South Missouri Avenue Clearwater, FL 33756 INSURED FrankCrum L/C/F Blue Iguana Pest Control, Inc. doing business as Iguana Control 100 South Missouri Avenue Clearwater, FL 33756 CONTACT NAME: PHONE:(800) 277-1620 X 4800 FAX:(727) 797-0704 E-MAIL ADDRESS: INSURERS(S) AFFORDING COVERAGE NAIC# INSURER A:Frank Winston Crum Insurance Company 11600 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1075684 REVISION NUMBER: 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 INSRD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC OTHER EACH OCCURENCE DAMAGE TO RENTED PREMISES (Ea occurence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS-COMP/OP AGG $ $ $ $ $ $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COMBINED SINGLE UNIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ $ $ $ $ UMBRELLA LIAB EXCESS LIAB CLAIMS MADE DED RETENTION $ OCCUR EACH OCCURENCE AGGREGATE $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below N/A WC202300000 01/01/2023 01/01/2024 X PER STATUE OTHER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT $1,000,000 $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Effective 12/25/2022, coverage is for 100% of the employees of FrankCrum leased to Blue Iguana Pest Control, Inc. dba Iguana Control (Client) for whom the client is reporting hours to FrankCrum. Coverage is not extended to statutory employees. CERTIFICATE HOLDER CANCELLATION Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL 33149- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE DATE (MM/DD/YYYY) 11/08/2023 ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD © 1988-2016 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C 11/09/2023 King Insurance Partners 2321 NW 41st St. Ste B Gainesville FL 32606 King Charlie Blue Iguana Pest Control Inc DBA Iguana Control 1440 Coral Ridge Drive #460 Coral Springs FL 33071-5433 Markel 38970 Auto Owners Insurance Co 18988 Southern Owners Insurance Co 10190 CL2311641217 A Included Y PCG20022299-09 01/16/2023 01/16/2024 1,000,000 100,000 5,000 1,000,000 3,000,000 3,000,000 B 4939222101 12/20/2023 12/20/2024 1,000,000 CAPP C Employee Dishonesty 78092075 10/31/2023 10/31/2024 Limit $50,000 The Village of Key Biscayne is listed as Additional Insured with respects to the General Liability. Village of Key Biscayne 88 W McIntyre Street, Key Biscayne FL 33149 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C Medical payments MEDPM 2,000 PIP-Basic PIP 10,000 Addl Amt of Insurance ADI $50.00 Non-owned NOWND $130.13 Combined single limit CSL 1,000,000 0 WRRPA WRRPA $50.00 ADDITIONAL COVERAGES Ref #Description Edition DateForm No.Coverage Code Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Copyright 2001, AMS Services, Inc.OFADTLCV DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence / $25,000 Annual Aggregate Extended Property Damage – Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers’ Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included M I C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 A. LOST KEY COVERAGE 1.The following is added to Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: We will pay those sums that the insured becomes legally obligated to pay as damages because of “property damage” due to the loss of keys in the care, custody or control of the insured or the insured’s “employees”. Our liability for all damages is limited to: (1)The actual cost of the lost keys; (2)The adjustment of locks to accept new keys; or (3)New locks, if required, including the cost of their installation. 2.The following is added to Section III – Limits Of Insurance: The limits of insurance for Lost Key Coverage are subject to the following provisions: a.The Annual Aggregate limit shown in the Schedule of this endorsement is the most we will pay for all “property damage” resulting from the loss of keys, as described in this endorsement. b.Subject to the Annual Aggregate limit, the Each Occurrence limit shown in the Schedule of this endorsement is the most we will pay for all “property damage” in any one “occurrence” resulting from the loss of keys. c.The amounts shown in the Schedule of this endorsement for this coverage are part of, not in addition to, the applicable limits of insurance shown in the Declarations. B. EXTENDED PROPERTY DAMAGE – EXPECTED OR INTENDED INJURY Exclusion 2.a.Expected Or Intended Injury under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury “Bodily injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g.Aircraft, Auto Or Watercraft under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is amended as follows: 1.Paragraph (2) is replaced by the following: (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons or property for a charge; 2.The following is added: (6)“Bodily injury” or “property damage” arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of “property damage” to non-owned watercraft or aircraft as described in Paragraphs (2)or (6)above, the insurance provided by this endorsement does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1.The following is added to Exclusion 2.j.Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: Paragraph (4)of this exclusion does not apply to “property damage” to borrowed equipment while that equipment is not being used to perform operations. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 2.The following is added to Section III – Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for “property damage” to borrowed equipment is the amount shown in the Schedule of this endorsement for each “occurrence”. 3.The insurance afforded by Paragraph D.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS’ GOODS 1.The following is added to Exclusion 2.j. Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: Paragraphs (3),(4)and (6)of this exclusion do not apply to “property damage” to “customers’ goods”. 2.The following is added to Section III – Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for “property damage” to “customers’ goods” is the amount shown in the Schedule of this endorsement for each “occurrence”. 3.The insurance afforded by Paragraph E.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4.The following definition is added: “Customers’ goods” means tangible personal property belonging to your customers and left with you for storage, service or repair. “Customers’ goods” does not include: a.Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b.Animals; c.Contraband, or property in the course of illegal transportation or trade; d.Personal property while airborne or waterborne; e.Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f.Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft. This paragraph does not apply to: (1)Vehicles or self-propelled machines, other than “autos”, you hold for sale; or (2)Rowboats or canoes out of water at your premises; or g.The following property while outside of buildings: (1)Grain, hay, straw or other crops; and (2)Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1.The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1),(3) and (4) of this exclusion do not apply to “property damage” (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III – Limits Of Insurance. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 2.The final paragraph of Paragraph 2.Exclusions under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III – Limits Of Insurance. 3.Paragraph 6. under Section III – Limits Of Insurance is replaced by the following: 6.Subject to Paragraph 5.above, the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4.Paragraph 4.b.(1)(a)(ii) Other Insurance under Section IV – Commercial General Liability Conditions is replaced by the following: (ii)That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5.Paragraph a. of Definition 9.“insured contract” is replaced by the following: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an “insured contract”; G. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1.Exclusions 2.b.and 2.c.under Section I – Coverages, Coverage B – Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity “Personal and advertising injury” arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period “Personal and advertising injury” arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2.Paragraphs d.and e.of the definition of “personal and advertising injury” are replaced by the following: d.Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, products or services; e.Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person’s right to privacy; H. SUPPLEMENTARY PAYMENTS – BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b.and 1.d.under Section I – Coverages, Supplementary Payments – Coverages A And B are replaced by the following: b.Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or “suit”, including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 I. BROADENED DEFINITION OF INSURED Section II – Who Is An Insured is amended as follows: 1.The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2.Paragraph 2.is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered “occurrence”, claim or “suit”. This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3.Paragraph 3.a.is replaced by the following: a.Coverage for your newly acquired or formed organization shall be: (1)Effective on the date of acquisition or formation; and (2)Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II – Who Is An Insured: 1.The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury”, “property damage” or “personal and advertising injury”. However: (1)The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a)The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i)This insurance does not apply to any “occurrence” which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii)This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b)Your ongoing operations for that insured, whether the work is performed by you or for you; (c)"Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d)The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i)This insurance does not apply to any “occurrence” which takes place after the equipment lease expires or you cease to lease that equipment; and (ii)This insurance does not apply to “bodily injury” or “property damage” arising out of the sole negligence of such person or organization; or (e)Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of operations performed for that state or municipality. (2)The insurance with respect to any architect, engineer or surveyor does not apply to “bodily injury”, DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services by or for you, including: (a)The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b)Supervisory, inspection or engineering services. (3)This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services. (4)This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5)This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6)No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury” or “property damage”, and only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. (1)The following additional exclusions apply to such vendors: This insurance does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h)Any failure to maintain the product in a merchantable condition; or (i)“Bodily injury” or “property damage” arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 not apply to: (i)The exceptions contained in subparagraphs (d)or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container entering into, accompanying or containing such products. (3)This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4)This insurance does not apply if “bodily injury” or “property damage” included in the “products-completed operations hazard” is excluded either by the provisions of this insurance or by endorsement. 2.The insurance provided to such automatic additional insureds: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3.With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7.under Section III – Limits Of Insurance is replaced by the following: 7.Subject to Paragraph 5.above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of “bodily injury” sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III – Limits Of Insurance: 1.For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered “location” or covered construction project: a.A separate Each Location or Each Project Aggregate limit applies to each covered “location” or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b.The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products- completed operations hazard”, and for medical expenses under Coverage C, regardless of the number of: (1)Insureds; (2)Claims made or “suits” brought; or (3)Persons or organizations making claims or bringing “suits”. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 c.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered “location” or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered “location” or covered project’s general aggregate. d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2.For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered “location” or covered project: a.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b.Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3.When coverage for liability arising out of the “products-completed operations hazard” is provided, any payments for damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4.If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5.For the purposes of this section of this endorsement, “location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6.The provisions of Section III – Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV – Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an “occurrence”, offense, claim or “suit” is satisfied if you send us written notice as soon as practicable after any of your “executive officers”, directors, partners, insurance managers or legal representatives become aware of or should have become aware of such “occurrence”, offense, claim or “suit”. N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV – Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8.Transfer Of Rights Of Recovery Against Others To Us under Section IV – Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an “occurrence” to waive such rights. P. LIBERALIZATION The following is added to Section IV – Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. Q. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3.“bodily injury” is replaced by the following: 3.“Bodily injury” means: a.Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b.Death resulting from bodily injury, sickness or disease. R. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12.“mobile equipment”: This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C 11/13/23, 2:17 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=BLUEIGU…1/2 Document Number FEI/EIN Number Date Filed State Status Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation BLUE IGUANA PEST CONTROL, INC Filing Information P09000091680 27-1324353 11/06/2009 FL ACTIVE Principal Address 1440 CORAL RIDGE DRIVE, SUITE 460 CORAL SPRINGS, FL 33071 Mailing Address 1440 CORAL RIDGE DRIVE, SUITE 460 CORAL SPRINGS, FL 33071 Registered Agent Name & Address SPIEGEL & UTRERA, P.A. 1840 SOUTHWEST 22ND STREET, 4TH FLOOR MIAMI, FL 33145 Officer/Director Detail Name & Address Title PSD PORTUALLO, THOMAS 1440 CORAL RIDGE DRIVE, SUITE 460 CORAL SPRINGS, FL 33071 Annual Reports Report Year Filed Date 2021 01/28/2021 2022 04/12/2022 2023 05/05/2023 Document Images 05/05/2023 -- ANNUAL REPORT View image in PDF format D C Florida Department of State DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C 11/13/23, 2:17 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=BLUEIGU…2/2 04/12/2022 -- ANNUAL REPORT View image in PDF format 01/28/2021 -- ANNUAL REPORT View image in PDF format 01/24/2020 -- ANNUAL REPORT View image in PDF format 01/16/2019 -- ANNUAL REPORT View image in PDF format 01/30/2018 -- ANNUAL REPORT View image in PDF format 01/10/2017 -- ANNUAL REPORT View image in PDF format 03/08/2016 -- ANNUAL REPORT View image in PDF format 09/01/2015 -- ANNUAL REPORT View image in PDF format 03/26/2014 -- ANNUAL REPORT View image in PDF format 04/24/2013 -- ANNUAL REPORT View image in PDF format 02/09/2012 -- ANNUAL REPORT View image in PDF format 04/28/2011 -- ANNUAL REPORT View image in PDF format 09/14/2010 -- ANNUAL REPORT View image in PDF format 11/06/2009 -- Domestic Profit View image in PDF format Florida Department of State, Division of Corporations DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C DocuSign Envelope ID: B90EF370-0ADF-471C-A1B3-D122FE1F3E8C