Goleta City Council
October 1, 2024

Agenda Item A.3

CPMS CONSENT CALENDAR
Meeting Date: October 1, 2024
TO: Mayor and Councilmembers
SUBMITTED BY: Matthew R. Fore, General Services Director SUBJECT: Award of Purchase Order to T he Terminix International Company Limited Partnership for T ermite Treatment Services at the Goleta Community Center Campus
RECOMMENDATION:

Authorize the City Manager or his designee to award a purchase order and execute all required d ocuments using Cooperative Purchase Agreement (Contract No. 3280 -20- 7210-01) with The Terminix International Company Limited Partnership for termite fumigation services at the Goleta Community Center Campus , for a total not-to-exceed amount of $53,400.

BACKGROUND:

The City acquired the Goleta Community Center campus in 2013. The Goleta Valley Community Center organization managed the campus until December 31, 2022; the City assumed direct management of the facility on January 1, 2023. The City has no r ecord that structures on the campus, including the main Community Center building and the adjacent classrooms , have ever been treated for termites. City Staff have recently observed visual signs of termite damage in several areas, including an exterior woo d bench that was subsequently removed, the gazebo on the front lawn, and the exterior fascia of tenant spaces occupied by CommUnify, Rainbow School, and Resilience Fitness.

DISCUSSION
On November 1, 2023, the City engaged the Terminix Company (Terminix) to conduct a termite inspection of the main building. The inspection revealed evidence of both drywood and subterranean termites. Drywood termite activity was identified in the roofline, floor, and exposed wood members discovered during the recent seismic improvement project.

Staff suspects that the infestation may extend into inaccessible areas that were not inspected. Terminix recommends fumigation of the entire campus to address the current infestation and prevent further damage, including the adjacent tenant spaces (CommUnify, Rainbow School, and Resilience Fitness), which are connected to the main building.
1 Meeting Date: October 1, 2024

Section 3.05.100 of the Goleta Municipal Code allows the City to obtain equipment and services through a cooperative bidding procedure t hat is conducted by another local, state, or federal agency. This allows the City to take advantage of the cooperative purchasing award and competitive contract pricing. The proposed agreement with Terminix was awarded through a competitive bidding process by OMNIA, a cooperative purchasing program, of with the City is a member.

Contingent on City Council approval, the fumigation will begin on Wednesday, November 27, 2024, and be completed on Saturday, November 30, 2024. On Friday, the vent cap will be re moved to start the post-treatment aeration process. On Saturday morning, Terminix will inspect the interior and assess the conditions. If all is satisfactory, the building will be cleared for occupancy.

As a safety precaution, temporary fencing will be installed around the perimeter of the campus to prevent unauthorized entry. Moreover, No Entry and other warning signs will be posted around the facility perimeter.

On September 12, 20 24, General Services Staff and Terminix personnel conducted an on-site information session with tenants and other stakeholders to distribute information and to answer questions about the treatment process. Additionally, Terminix staff provided tenants with guidance on preparing spaces for fumigation.

Following City Council approva l, Staff will execute a purchase order with Terminix for $53,400.

FISCAL IMPACTS:

Sufficient budget exists in the Fiscal Year 202 4-25 Budget. Therefore, Staff is not requesting additional appropriations with this Council action.

ALTERNATIVES:

The City Council could direct staff to request informal bids for the services instead of approving the use of the competitively bid cooperative contract.

LEGAL REVIEW BY: Megan Garibaldi, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:

1. Coop Contract No. 3280-20-7210-01 (Omnia Partners Cooperative)

2. Service Plan for Termite Treatment at the Goleta Community Center Campus 2 ATTACHMENT 1
Cooperative Contract No. 3280-20-7210-0 with
The Terminix International Company Limited Partnership
3 The University of Nebraska
Contract # 3280-20-7210-01
for
Pest Control Products and Services
with
The
Terminix International Company Limited Partnership
E
ffective: April 9, 2021
4 The following documents comprise the executed contract between The University of Nebraska and The Terminix International Company Limited Partnership, effective April 9, 2021

I. Master Agreement
II. The University of Nebraska – RFP#3280-20-7210 (RFP), incorporated by reference
III. Supplier’s Response to the RFP, incorporated by reference 5 Procurement Services November 2018

UNIVERSITY OF NEBRASKA

MASTER AGREEMENT

This Master Agreement sets forth the terms between The Board of Regents of the University of Nebraska, a public body corporate and governing body of the University of Nebraska having an address at 3835 Holdrege Street, Lincoln, NE 68583 (the “University”) and The Terminix International Company Limited Partnership having an address at 150 Peabody Place, Memphis, TN 38103 (the “Service Provider”) with regard to the performance by Service Provider of the services contemplated herein.

RECITALS

WHEREAS, the University desires to obtain the services of the Service Provider; and

WHEREAS, the Service Provider claims to have expertise and experience to provide such services for the University;

THEREFORE, the University and the Service Provider hereby agree to the following terms, obligations and conditions:

1. Description of Services. The Service Provider
agrees to perform such services, with the standard of
professional care and skill customarily provided in the performance of such services, and shall use its best
efforts to render the Services and provide the
deliverables identified in (Exhibit A) (the “Services”).

The Service Provider agrees to perform the Services to
the satisfaction of the University during the term of this Agreement. The attachments, appendices, addendums,
any exhibits and schedules, including but not limited to (Exhibit A), University of Nebraska- RFP#3280-20-7210
(the “RFP”), and The Terminix International Company
Limited Partnership response dated (8/28/20), hereto
are an integral part of this Agreement and are deemed
incorporated by reference herein.

2. Pricing. All pricing contained in the Service
Provider’s response to the RFP will remain firm for a
period of twelve (12) months from the effective date
of this Agreement, thereafter pricing shall increase
no more than three percent (3%) on an annual
basis, provided however, that University agrees to
reimburse Service Provider for any costs associated
with 3rd party billing or compliance portals,
Interactive Voice Response (IVR) technology,
additional and unforeseen administrative services,
and the like, if required to be used by Customer.

The pricing provided as part of this Agreement is
attached hereto and incorporated herein as (Exhibit
B).

3. Payment. In full consideration for the Services
performed by the Service Provider under this
indefinite quantity-indefinite delivery Agreement
and each engagement, the University shall pay or
cause to be paid to the Service Provider the
invoiced amount on an order-by-order basis. The
Service Provider will invoice the University for
completed Services monthly for Services provided
in the prior month and payment terms are NET 45
days, which 45-day term begins accruing upon
receipt of an accurate invoice by the University.

Invoices will be provided via e-mail in an Excel
spreadsheet. Any disputes with an invoice or
invoices must be brought to the attention of Service
Provider by written notice within one hundred
twenty (120) days from the invoice date, otherwise
Service Provider will not be liable for any potential
credits or adjustments. The parties agree to use
good faith efforts to resolve any disputed invoice
amounts within thirty (30) days after written
notification of a dispute. Service Provider further
agrees that if/when product returns and/or
exchanges are deemed necessary by the
University, regardless of invoice payment status,
Service Provider will work with the University to
accommodate such returns and/or exchanges
whenever possible. The Service Provider agrees
that it is solely responsible for payment of income,
social security, and other employment taxes due to
the proper taxing authorities, and that the University
will not deduct such taxes from any payments to the
Service Provider hereunder, unless required by law.

If Applicable, sales tax will be added as a separate
line item at the time of invoicing and is the
responsibility of the University.

4. Term. The term of this agreement shall begin on
and remain in place for five (5) years,
“the Initial Term”. The Initial Term of this agreement will expire on . The contract may be
renewed, by mutual agreement of both parties, in
writing for three (3) additional one (1) year periods (the “Renewal Term”) upon completion of the initial base
contract period, provided written mutual concurrence of both parties is exercised in writing prior to the
expiration of the existing contract. The Initial Term and the Renewal Term are collectively referred to as the
“Term”. (The length of the contract in its entirety will not April 8, 2026
April 9, 2021
6 Procurement Services November 2018
exceed eight (8) years.) The University reserves the
right to contract certain work as needed to provide
emergency or timely services, introduction of new
technology and/or as a result of general market
conditions.

5. Confidentiality. "Confidential Information" shall
mean any materials, written information, and data
marked "Confidential" by the University or non-written
information and data disclosed by the University that
is identified at the time of disclosure to the Service
Provider as confidential and is reduced to writing and
transmitted to the Service Provider within thirty (30)
days of such non-written disclosure. The Service
Provider agrees to use the same degree of care it
uses to protect its own confidential information and, to the extent permitted by law, to maintain the
Confidential Information in strict confidence for a
period of three (3) years from the date of termination
of this Agreement. The obligations of this paragraph
do not apply to information in the public domain or
information that is independently known, obtained or
discovered by the Service Provider, or that is
hereafter supplied to the Service Provider by a third
party without restriction.

6. Ownership of Work Product and Intellectual
Property Rights. The Service Provider shall have no
interest in the deliverables provided under this
Agreement, and the University shall be the sole owner
of all such deliverables, including all works authored, produced, developed or reduced to practice by the
Service Provider during its’ performance of the Services (the “Work Product”). Furthermore, the University shall be the sole owner of any and all intellectual property
rights, including without limitation, all patent, copyright, trademark and trade secrets rights in and to the Work
Product. The University shall have the right to secure
appropriate registration and protection for any and all intellectual property rights in and to the Work Product.

Accordingly, the Service Provider hereby expressly
assigns all right, title and interest in and to the Work Product, including any and all patent, copyright,
trademark and/or trade secret rights thereto, to the
University, and agrees to execute all documents
required to evidence such assignment. Without limiting
the foregoing, the Service Provider hereby grants to the University the sole and exclusive right throughout the
world, in all languages, and in perpetuity, to use the
Work Product pursuant to this Agreement. The Service
Provider also hereby waives any and all claims it may
now or hereafter have in any jurisdiction to so-called
“moral rights” or rights of “droit moral” with respect to the use, results and/or proceeds of the Service
Provider’s Services and Work Product. This provision
shall survive the termination of this Agreement.

7. Termination. In the event that either party commits
a material breach of this Agreement and fails to remedy or cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party, the non-breaching party may, at its option and in
addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending written notice of termination to the other party. Such termination shall be effective as of the date of its receipt.

Additionally, either Party may terminate this Agreement for its convenience upon sixty (60) days prior written
notice to the other party. Upon any termination, the
University shall promptly pay the Service Provider for all Services rendered and costs incurred up to and
including the effective date of termination.

8. Representations and Warranties. The Service
Provider represents and warrants that in performing the Services it will not be in breach of any agreement with a third party. The Service Provider also represents and warrants that no third party has any rights in, to, or
arising out of, the Work Product rendered pursuant to
the performance of the Services. The Service Provider
agrees to hold University and its respective assigns
and licensees harmless from any loss, damage or
expense, including court costs and reasonable
attorneys' fees, that University and its assigns and
licensees may suffer as a result of a breach or alleged breach the foregoing warranties asserted by a third
party.

Each party warrants and represents that it has full
power and authority to enter into and perform this
Agreement, and that the person signing this Agreement
on behalf of each party has been properly authorized
and empowered to enter into this Agreement.

9. Independent Service Provider. The Service
Provider is an independent Service Provider and is
solely responsible for maintenance and payment of any
and all taxes, insurances and the like that may be
required by federal, state or local law with respect to any sums paid hereunder. The Service Provider is not
the University’s agent or representative and has no
authority to bind or commit the University to any
agreements or other obligations.

10. Liability; Limitation of Liability. Except to
the extent a claim arises from the negligent act, willful misconduct or omission of an indemnified party,
Service Provider agrees to indemnify and hold the
University, its regents, officers, employees, agents and students, harmless from any loss, claim, direct
damage or liability asserted by a third party arising out of or in connection with the negligent performance of
the Services by the Service Provider, including breach
of this Agreement.

7 Procurement Services November 2018

IN NO EVENT SHALL EITHER PARTY BE LIABLE

FOR ANY INDIRECT, CONSEQUENTIAL,

INCIDENTAL, LIQUIDATED, SPECIAL, PUNITIVE

OR EXEMPLARY DAMAGES WHATSOEVER IN

CONNECTION WITH OR ARISING OUT OF THIS

AGREEMENT REGARDLESS OF WHETHER SUCH

DAMAGE WAS FORESEEABLE AND WHETHER

OR NOT A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

In no event shall this be considered a release of any
claims against Terminix or its subsidiaries, affiliates, agents, employees, contractors, successors, assigns,
officers or directors from any and all losses and
liabilities for personal injury or death, whether known, unknown or unforeseen related to any product used
by Terminix in performing the Services.

11. Insurance. Service Provider shall, at its sole cost and expense, maintain at all times during the Term,
the following insurance coverage specified below
with insurers having an A.M. Best rating of A-VII or
better. In no event should the insurance levels be
less than the following:

• Commercial General and Umbrella Liability
Insurance. Service Provider shall maintain
commercial general liability with a limit of not
less than $3,000,000 each occurrence, and
$5,000,000 general aggregate or umbrella
liability insurance, including blanket contractual
liability insurance including coverage of the
contractual indemnity provided herein.

• Workers’ Compensation and Employer’s
Liability Insurance. Service Provider shall
maintain statutory workers’ compensation
insurance as required by the laws of the state
where the project is located. The employer’s
liability insurance and umbrella liability limits
shall not be less than $1,000,000 limit.

• Commercial Auto and Umbrella Liability
Insurance. Service Provider shall maintain
commercial auto liability and, if necessary,
commercial umbrella liability insurance with a
limit of not less than $3,000,000 CSL. Such
insurance shall cover liability arising out of any
auto, including owned, hired and non-owned.

• Inclusion as Additional Insured. Customer, its
affiliated companies, and their respective
officers, directors, shareholders, employees,
agents and such other entity as may be
designated by Customer, shall be included as
an additional insureds for the insurance
required herein. At the commencement of this
Agreement, and upon request thereafter,
Service Provider shall provide Customer with
certificates of insurance.

12. Assignment. This Agreement is non-assignable
and non-transferrable. Any attempt by either party to
assign its obligations hereunder shall be void.

Service Provider shall have the right to have their
franchisees and/or their affiliates perform the
Services under this Agreement and this shall not
constitute an assignment of Services.

13. Amendment. This Agreement constitutes the
entire understanding between the Service Provider and
the University with respect to the subject matter hereof and may not be amended except by an agreement
signed by the Service Provider and an authorized
representative of the University.

14. Governing Law and Forum. This Agreement shall
be governed by the laws of the State of Nebraska
without giving effect to its conflicts of laws provisions.

Any legal actions brought by either party hereunder
shall be in the District Court of Lancaster County,
Nebraska.

15. Conflict of Interest. No article or service shall be purchased from any University faculty or staff member
without prior approval by the Vice Chancellor of
Business and Finance and any such approved purchase
shall comply fully with the requirements of the conflict of interest provisions of the Nebraska Political
Accountability and Disclosure Act, Neb. Rev. Stat., §§
49-1493 through 49-14,104.

Service Provider certifies, to the best of its knowledge and belief, that there are no potential organizational
conflicts of interest related to this Agreement. If Service Provider cannot so certify, it shall provide a disclosure statement to the University, which describes all relevant information concerning any potential conflict of interest under this Agreement. In the event the potential conflict of interest cannot be resolved, the University may
declare this Agreement void and of no further force or
effect and the University shall have no further obligations hereunder.

16. Personal Use Prohibit ed. University funds shall
not be expended for articles or services which are for
the personal use of staff or faculty members.

17. Work Status Verification. The Service Provider
and its subcontractors shall use a federal immigration
verification system to determine the work eligibility
status of new employees physically performing services
within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114 as amended.

18. Debarment List. No contract shall be awarded to
any Service Provider/Bidder listed on the General
Services Administration’s List of Parties Excluded from Federal Procurement or Nonprocurement Programs in
accordance with Executive Orders 12549 and 12689,
“Debarment and Suspension,” (the “Debarment List”).

For contracts which in the aggregate exceed $25,000,
Service Provider/Bidder specifically warrants and
represents that it is not included on the Debarment List.

Service Provider/Bidder further agrees that should it be included on the Debarment List at the time the
8 Procurement Services November 2018
contract/proposal is awarded, or at any time during
which it performs its contractual obligations pursuant to the contract, such listing shall be considered a material breach of the contract between the University and the
Service Provider.

19. Change Proposals. Material changes in scope,
rush delivery, rework of items already approved or
requests for additional revision cycles, services and/or deliverables beyond those listed herein hereafter
known as change orders, shall not be effective until
authorized representatives of both Parties execute a
mutually acceptable written change order to this
Agreement.

Any fees arising from change orders, additional
services, or deliverables not reflected herein will be
invoiced upon completion. Change orders agreed to by
email shall be valid and enforceable as if made part of this Agreement.

20. Taxpayer Transparency Act. Pursuant to
Nebraska’s Taxpayer Transparency Act (Neb. Rev.

Stat. §84-602.01, as may be amended), the University
of Nebraska is required to provide the Nebraska
Department of Administrative Services with a copy of
each contract that is a basis for an expenditure of
state funds, including any documents incorporated by
reference in the contract. Copies of all such contracts and documents are published by the Nebraska
Department of Administrative Services at
www.nebraskaspending.gov. It shall be the sole
responsibility of the Service Provider to notify the
University of any redactions to such contracts and
documents under Neb. Rev. Stat. 84-712.05(3) prior to
contract execution.

21. Vietnam Era Veterans’ Readjustment
Assistance Act (VEVRAA). If applicable, this
Service Provider and subcontractors shall abide by
the requirements of 41 CFR 60-300.5(a). This
regulation prohibits discrimination against qualified
protected veterans, and requires affirmative action by
covered prime Service Providers and subcontractors
to employ and advance in employment qualified
protected veterans.

22. Equal Opportunity. This contractor and
subcontractor shall abide by the requirements of 41
CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These
regulations prohibit discrimination against qualified
individuals based on their status as protected
veterans or individuals with disabilities, and
prohibit discrimination against all individuals based
on their race, color, religion, sex, sexual
orientation, gender identity or national origin.

Moreover, these regulations require that covered
prime contractors and subcontractors take
affirmative action to employ and advance in
employment individuals without regard to race,
color, religion, sex, sexual orientation, gender
identity, national origin, disability or veteran status.

23. Nondiscrimination. In accordance with the
Nebraska Fair Employment Practice Act, Neb. Rev. Stat.
§48-1122, Service Provider agrees that neither it nor any of its subcontractors shall discriminate against any
employee, or applicant for employment to be employed
in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant.

24. Logos or University Marks. The Service Provider
shall not use or display any University campus name,
logo, trademark, servicemark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by the University as a source identifier, unless expressly authorized in writing by the University. Any
unauthorized use of University Marks is expressly
prohibited.

25. Right to Audit Privilege. The University reserves
the right to audit or inspect work performed by the
Service Provider under this Agreement. Such audits
may only occur during normal business hours with
reasonable notice and will not occur more than once
per year. All audits will be at the sole cost of the
University, unless a is discrepancy is found, then at the sole cost of the Service Provider. The University may
participate directly or through an appointed
representative, e.g. external auditor, in order to verify that the Services related to this agreement have been
performed in accordance to the procedures indicated.

26. Continuation of Services. Service Provider agrees
to continue to honor its ongoing obligations under this Agreement without interruption in the event of a bona
fide dispute concerning payment or a dispute concerning any provision of this Agreement which may include time
spent negotiating renewals.

27. Purchase Order Requirement. A Purchase Order
shall be issued by the University to the Service Provider for payment in accordance with the terms of this
Agreement. All invoice(s) submitted by the Service
Provider shall make reference to the appropriate
Purchase Order number to be eligible for payment.

28. Compliance. Service Provider will comply with all
applicable laws, rules, regulations, ordinances and
University policies in providing the Services.

29. Order of Priority. The order of priority of the
documents that form this Agreement is: first, this
9 Procurement Services November 2018
Master Agreement, including incorporated exhibits,
and second, The Terminix International Company
Limited Partnership Commercial Pest Management
Agreement (Schedule A-1) signed and agreed to by
other participating public agencies other than the
University of Nebraska. .

The rest of this page is intentionally left blank.
10

Commercial Pest Management Agreement (v1.1)

Notice. Any notice to either party hereunder, shall be in writing and shall be served either personally or by registered or certified mail addressed to the following individuals:

To the Service Provider:

Name: The Terminix International Company Limited Partnership

Address: 150 Peabody Pl.

City, State, Zip: M e m p h i s , T N 3 8 1 0 3

Email: [email protected]

Phone: _

To the University:

Name: Lynn McAlpine

Address: University of Nebraska at Omaha Procurement
6001 Dodge St
Omaha, NE 68182
Email: [email protected]
Phone: 402.554.3514

Supplier Name: The Terminix International
Company Limited Partnership, by its general
partner, TMX Holdco, Inc.

By: _
Printed Name:_
Title:

Date:

The Board of Regents of the University of
Nebraska:

By: _
Printed Name:_
Title: _

Date:

Chris Kabourek
VP | CFO
04/08/21 | 21:52 CDT
Aric Schroeder
04/09/21 | 12:47 CDT
GM & VP of National Accounts
11

Commercial Pest Management Agreement (v. 1.1)

Exhibit A

SERVICES

A. Scope of Services:

1. Contractor(s) shall, at the request of University of Nebraska, provide covered pest control services under the terms of this RFP and the contract terms and conditions. The Master Agreement may be used as a model by a wide variety of Participating Public Agencies (such as Universities offering food services to students, Housing Authorities providing residences, Counties, etc.). Participating Public Agencies, other than the University of Nebraska, will also be asked to sign the Terminix Commercial Pest Management Agreement in Exhibit B. Products and services may include, but are not limited to:
 Inspection services:
o Initial Inspections - Conducting an initial inspection during or before the first service to evaluate the needs of the premises and to present findings.
o Routine Inspections - Conducting regularly scheduled inspection services for pests, set out or collect monitoring traps, and treat units for pests as needed. Frequency of services may vary. o Emergency Inspection - Conducting inspections and necessary treatment as requested. o Call-Back Services - Conducting follow-up inspections as requested. o Turnover Services - Conducting intensive inspection and necessary treatment as requested. o Special Services - Conducting inspection and pest control services not covered by routine inspections, as agreed to by Contractor(s) and the University of Nebraska and Participating Public Agencies. Use the Special Pricing Spreadsheet located in the Attachments tab as a template to provide pricing for Special Services. Attach your completed spreadsheet in the Response Attachments Tab.

 Non-destructive (e.g., opening walls, decks and accessing closed spaces not included) removal services such as dead animal/carcass removal limited to a 20 lb. weight limit. Removal of larger animals (deer, hogs, etc.) is an additional special service that may require a special crew.

 Monitoring and surveillance such as notifying the University of Nebraska and Participating Public Agencies via service ticket documentation and during check-out meetings if unusual levels of pests are found and routinely checking traps.

 Adequately preventing, removing, and/or suppressing pests (through insecticides, rodenticides, avicides, pesticides, portable vacuums, glue boards, trapping devices, bait boxes and formulations, crack and crevice treatments, and other methods)

2. STANDARD SERVICE (COVERED) PESTS
The regular pest control agreement covers these standard service pests:

o Cockroaches
o Mice, rats
o “House” ants (excluding Carpenter Ants, Pharaoh Ants, Fire Ants, Tawny Crazy Ants) o Clothes moths
o Silverfish, centipedes, millipedes, earwigs, and house crickets o Spiders (excluding Black Widow and Brown Recluse)
o Paper wasps and their nests 8’ and below in height

3. PREMIUM SERVICE PESTS
The following pests can be treated for an additional charge on a case-by-case basis: Fleas; Flies, including small flies; ticks; Black Widow Spiders; Brown Recluse Spiders; Bees and Stinging Insects (including Yellow 12

Commercial Pest Management Agreement (v. 1.1)

Jackets, Hornets, and Wasps other than paper wasps and their nests under 8’ and below in height); Stored Product Pests; termites (subterranean, dry wood, damp wood, winged termite swarners); wood-boring beetles; bed bugs (Cimex lectularius); mosquitoes; birds; wildlife (raccoons, squirrels, opossums, skunks); and any other pests not specified.

4. Any additional services not covered in the above will be a Premium Service at an additional cost such as:
o Wildlife control/removal
o Infection control
o Disinfection
o Cleaning

B. SERVICE GUARANTEE. Service Provider shall, upon the request of the University and at no additional costs to the University, make a service visit to reapply pesticides to the structures on the premises as reasonably necessary to control for and mitigate against acute infestations of pests covered by this Agreement which occur within thirty (30) days from the last performance of the initial or regularly scheduled service visit, provided, however, that the University must correct any and all documented conducive sanitation conditions within sixty (60) days and structural conditions within ninety (90) days, otherwise any additional treatments in areas of such conditions that are not corrected as required shall be paid for by the University as an extra charge.

C. RESPONSE TIME COMMITMENTS: Service Provider will service locations on the set service frequency agreed upon by both parties. Service Provider will respond to the service request in 4 hours or less, by phone or in person, and be on-site in 24 hours or less during normal business days (excluding Sunday and federal holidays) and hours for confirmed emergencies.

D. ACCESS TO PROPERTY. Upon proper notice, Customer must allow Service Provider access to the structures for any purpose contemplated by this Agreement, including but not limited to inspections and re-inspections, whether the inspections were requested by the Customer or considered necessary by Service Provider. The failure to allow Service Provider such access will terminate this Agreement without further notice

E. ADDITIONAL WORK. Additional Scope of Work documentation may be developed on a case-by-case basis for Omnia Partners members. This documentation may include, but not be limited to other best practices for an effective pest control program.

13 14
15 16

Commercial Pest Management Agreement (v. 1.1)
17

Commercial Pest Management Agreement (v. 1.1)

SCHEDULE A-1
(For Participating Public Agencies other than University of Nebraska)

COMMERCIAL PEST MANAGEMENT AGREEMENT

This Commercial Pest Management Agreement is entered into on this Click here to enter text. day of Click here to enter text. , 2020 (the “Effective Date”) by and between The Terminix International Company Limited Partnership, a Delaware limited partnership (“Service Provider”) with its principal place of business located at 150 Peabody Pl., Memphis, TN 38103, and Click here to enter t ext., a Click here to enter text. (STATE) Click here to enter text. (TYPE OF ENTITY) (“Customer”), with its principal place of business located at Click here to enter text.(ADDRESS). Service Provider and Customer are individually referred to in thi s Agreement as a “party”, and collectively as the “parties”.

WHEREAS, Customer desires to engage Service Provider to provide certain commercial pest management services as more specifically set forth herein; and

WHEREAS, Service Provider desires to provide such commercial pest management services to Customer in accordance with the terms and conditions contained herein; and

NOW, THEREFORE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which the parties hereby acknowledge, Service Provider and Customer agree as follows:

1. INITIAL TERM . The term of this Agreement shall commence on the Effective Date and continue thereafter for a period of five (5) years (the “ Initial Term ”). Thereafter, this Agreement shall automatically renew for addition al one (1) year periods (each a “ Renewal Term ”), unless either party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term(s) are collectively referred to as the “Term”. Notwithstanding the foregoing, the Term of this Agreement shall be automatically extended until the expiration or termination of all Work Statements issued hereunder..

2. COMMERCIAL PEST MANAGEMENT SERVICES.

a. WORK STATEMENT ARRANGEMENT. Service Provider will furnish commercial pest management services (the “ Services”) as specified in Work Statements issued by Service Provider and accepted by Customer, from time to time in substantially the form as set forth in Exhibit A – Example Form of Work Statement to this Agreement. Each Work Statement shall identify, at a minimum, the following: (a) a description of the Services to be performed; (b) the duration of the Services; (c) the charges to be paid by Customer for the Services and/or products; (d) Customer locations; and (e) any special terms, conditions, protocols, restrictions or limitations applicable to the Services. Service Provider shall perform the Services set forth on each Work Statement issued pursuant to this Agreement in compliance with the terms, conditions, protocols and procedures set forth in this Agreement and the applicable Work Statement. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of a Work Statement to this Agreement, the terms and conditions in the individual Work Statement will govern and control.

b. FRANCHISEE AND AFFILIATE DEFINITIONS.
i. As used in this Agreement, “ Franchisee” means a legal entity (e.g., a corporation, partnership, limited liability company, or other entity form) that: (A) is in good standing with the Secretary of State of its state of incorporation, formation or organization; (B) has signed a franchise agreem ent with the franchisor party or the franchisor party’s affiliate or subsidiary pursuant to which the legal entity is granted a right or license to market and sell the franchisor party’s or the franchisor party’s affiliates’ or subsidiaries’ trademark, tra de name, or services mark; and (C) is in good standing with the franchisor party under the terms and conditions of that franchise
agreement.
ii. As used in this Agreement, “ Affiliate” means any individual, corporation, partnership, firm, limited liability comp any, joint venture, association, joint -stock company, trust,
unincorporated organization or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a party . An entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls more than fifty percent (50%) of the voting securities or other ownership interest of the other corporation or entity.

c. CUSTOMER FRANCHISEE AND AFFILIATE PARTICIPATION. If
applicable, Customer’s Franchisee or Affiliate, as defined in this Agreement, may sign an agreement with Service Provider to receive the Services. To receive the Services, Customer’s Franchisee or Affiliate must sign and return a separate pest control services agreement, the form of which will be provided upon request and mutually agreed upon by the contracting parties . Customer is not financially responsible for purchases or the acts and omissions of its Franchisees or Affiliates who have signed a separate pest control services agreement with Service Provider . Customer shall have no liability in connection with the Services provided to the Franchisee or Affiliate by Service Provider, and Customer is not responsible for any charges or obligations incurred by the Franchisee or Affiliate.

d. CUSTOMER CORPORATE OWNED LOCATIONS
i. If Customer has a corporate owned location that is required to utilize the Services of the Service Provider, Customer may add or remove a location or adjust Ser vice frequency by submitting their request and authorization to Service Provider via email.

ii. If Customer has a corporate owned location that may voluntarily utilize the Services of the Service Provider, that location must sign and return a separate Add-On Location Form in order to initiate Services at that location.

e. SERVICE PROVIDER FRANCHISEES AND AFFILIATES . Customer acknowledges that Service Provider has the right to utilize a current or future Franchisee and/or Affiliate to perform the Services for Customer. Service Provider’s right to utilize a Franchisee and/or Affiliate to perform the Services shall not relieve Service Provider of any of its duties or obligations under this Agreement, and Service Provider shall indemnify and hold Customer harmles s from any payment required to be paid to any such Franchisee and/or Affiliate.

f. OTHER PROVIDERS. Customer acknowledges that Service Provider has the right to utilize a current or future subcontractor and/or service partner to perform the Services for Cust omer. Service Provider’s right to utilize a subcontractor and/or service partner to perform the Services shall not relieve Service Provider of any of its duties or obligations under this Agreement, and Service Provider shall indemnify and hold Customer har mless from any payment required to be paid to any such subcontractor and/or service partner.

3. CHARGES; INVOICING, PAYMENT AND COLLECTION.

a. CHARGES.
i. The charges for the Services provided by Service Provider hereunder shall be set forth in the applicable Work Statement and/or pertinent Exhibit(s).

ii I f certain additional or emergency Services are necessary and may result in Service Provider incurring additional costs, such additional costs must be approved in writing by the appropriate Customer representative prior to Service Provider’s performance of the Service, but only if such costs will exceed a pre-set and mutually agreed upon not to exceed “NTE” amount of five hundred U.S. dollars ($500).

iii. Customer agrees to reimburse Service Provider for any costs associated with 3 rd party billing or compliance portals, Interactive Voice Response (IVR) technology, additional and unforeseen administrative services, and the like, if required to be used by 18

Commercial Pest Management Agreement (v. 1.1)

Customer.

b. INVOICING AND PAYMENT . Except as otherwise agreed to in an applicable Work Statement, Service Provider shall invoice Customer for any charges due on a monthly basis. Invoices are due and payable by Customer in U.S. dollars within thirty (30) days of the invoice date.

Any disputes with an invoice or invoices must be brought to the attention of Service Provider by written notice within one hundred twenty (120) days from the invoice date, otherwise Service Provider will not be liable for any potential credits or adjustments. The parties agree to use good faith efforts to resolve any disputed invoice amounts within thirty (30) days after written notification of a dispute.

Disputed amounts shall not affect payment of all undisputed amounts, and Customer agrees to pay all undisputed amounts owed on any disputed invoice within the applicable due dates. Invoices not paid on or before the invoice due date shall accrue interest charges at a rate of one percent (1%) per month, accruing as of the invoice date, until the time that such amounts are paid in full.

c. COLLECTION. Notwithstanding Section 16 and any other provision herein, the parties agree that Service Provider, at its option, may file a lawsuit in state or federal court in Memphis, TN, or where the Customer does business, for the collection of past due sums..

4. COMMERCIAL PEST MANA GEMENT SERVICE PLAN . Except as otherwise agreed to in an applicable Work Statement, Service Provider shall control for and mitigate against infestations of target pest s and/or Premium Pests located in and around the structures on the Customer’s premises through delivery of regular pest control service.

All services shall be performed in accordance with products and procedures recognized in the pest control industry and scientific community as effective for their intended purpose.

a. FREQUENCY OF SERVICE VISITS. Service Provider shall perform the Services at such frequency as agreed to in the applicable Work Statement.

b. TARGET PESTS FOR STANDARD SERVICE. Except as otherwise agreed to in an applicable Work Statement, target pests for standard service may include: Cockroaches (American, German, Oriental, and Smokybrown), House Mice, Rats, Silverfish, “House” Ants (other than Ants listed in Section 4.c. below), Spiders (excluding the Brown Recluse ( Loxosceles reclusa ) & Black Widow (members of genus Latrodectus)), Centipedes, Millipedes, Earwigs, House Crickets, Common Ground Beetles, and Paper Wasps (within eight (8) feet of ground level).

c. TARGET PESTS FO R PREMIUM SERVICE (S UBJECT TO ADDITIONAL SERVICE CHARGES). Except as otherwise agreed to in an applicable Work Statement, Premium Pests subject to additional service charges may include: Flies (including Small Flies), Fleas, Ticks, Carpenter Ants, Pharaoh Ants, Fire Ants, Tawny Crazy Ants, Spiders (Example: Black Widow and Brown Recluse), Bees, Wasps (Yellow Jackets, Hornets, other stinging Wasps), Clothes Moths, Scorpions, Brown-Banded Cockroaches, and Stored Product Pests.

d. EXCLUDED PESTS (SUBJ ECT TO SEP ARATE TERMS AND
CONDITIONS). Unless otherwise agreed to in writing by Customer and Service Provider in a separate Work Statement to this Agreement, this Agreement does not cover and Service Provider shall have no obligation to control for or mitigate again st the following pests: Termites (Subterranean, Dry Wood, Damp Wood), Wood Boring Beetles, Bed Bugs (all species), Mosquitoes, or any other pests not specified in Section 4.b. and 4.c. herein. All terms and conditions contained in this Agreement are for Ge neral Pest Control services only. The terms and conditions for any Excluded Pests or other services will be detailed in that particular Work Statement and those terms and conditions will apply solely to the services performed under that Work Statement.

e. SERVICE GUARANTEE . Subject to the obligations of Customer set forth in Section 6 of this Agreement, Service Provider shall, upon the request of Customer and at no additional costs to Customer, make a service visit to reapply pesticides to the structures on the premises as reasonably necessary to control for and mitigate against acute infestations of pests covered by this Agreement which occur within thirty (30) days from the last performance of the initial or regularly scheduled service visit.

5. CUSTOMER COOP ERATION. Customer’s cooperation is important to ensure the most effective results from Services. Whenever conditions conducive to the breeding and harborage of pests covered by this Agreement are reported in writing by Service Provider to the Customer, and are not corrected by Customer, Service Provider cannot ensure effective Services. If Customer fails to correct the documented conducive sanitation conditions within 60 days and structural conditions within 90 days, all service guarantees as to the effectiveness of the Services in this Agreement shall automatically terminate. Further, additional treatments in areas of such conditions that are not corrected as required shall be paid for by Customer as an extra charge.

6. ACCESS TO PROPERTY . Upon proper notice, Customer must allow Service Provider access to the structures for any purpose contemplated by this Agreement, including but not limited to inspections and re -inspections, whether the inspections were requested by the Customer or conside red necessary by Service Provider. The failure to allow Service Provider such access will terminate this Agreement without further notice.

7. WATER LEAKAGE. Water leakage in treated areas, in interior areas or through the roof or exterior walls of the struct ures on the premises, may destroy the effectiveness of treatment by Service Provider and is conducive to new infestation. Customer is responsible for making repairs as necessary to stop the leakage within thirty (30) days of receipt of written notice from Service Provider. If Customer fails to make such repairs within such thirty (30) day period, any guarantees in this Agreement as to the effectiveness of the pest control services shall automatically terminate. Service Provider shall have no responsibility for repairs with respect to water leakage.

8. CHANGE IN LAW. Service Provider performs its services in accordance with the requirements of law. In the event of a change in existing law as it pertains to the Services herein, Service Provider reserves the right to revise the Service charges or terminate this Agreement.

9. TERMINATION.

a. This Agreement and/or any Work Statements issued pursuant thereto may be terminated by either party upon written notice if the other party hereto breaches any of its obligations under this Agreement or any Work Statement(s) issued pursuant thereto, which breach is not cured to the satisfaction of the non -breaching party within thirty (30) days of provision of written notice of such breach.

b. This Agreement and/or any Work Statement(s) issued pursuant thereto may be terminated by either party immediately upon written notice if: (a) the other party fails to comply with applicable Laws; (b) the other party has a receiver or similar party appointed for its property; (c) the other party becomes insolvent; (d) the other party acknowledges its insolvency in any manner; (e) the other party makes an assignment for the benefit of its creditors; and/or (f) the other party ceases to do business.

c. Either party may terminate this Agreement or any Work Statement(s) issued pursuant thereto for any reason or no reason upon ninety (90) days’ notice to the other party.

d. Service Provider may immediately terminate this Agreement upon written notice to Customer upon a change in any applicable statute, rule, regulation, ordinance, or other law or any order or directive or interpretation of any applicable governmental authority or regulatory body which, in the reasonable opinion of the Service Provider: (i) invalidates or is otherwise inconsistent with the terms of this Agreement; (ii) would cause one or both of the parties to this Agreement to be in violation of the law; (iii) would materially impact Service Provider’s ability to satisfy its obligations under this Agreement; and/or (iv) would have a material adverse effect on the Service Provider’s business, financial condition and/or operations.

10. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the written consent of the other party; provided, however, that this Agreement and the rights, interests or obligations hereunder may be assigned by either party without the prior written consent of the other party to: (a) an Affiliate of the assigning party; or (b) to the successor in interest of the assigning party whether by operation of law, as a result of a merger, consolidation, amalgamation, or to the acquirer of 19

Commercial Pest Management Agreement (v. 1.1)

substantially all of the assets of the assigning party. An "Affiliate" of a party means any other individual or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party. The term "controls" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the manage ment and policies of an individual or entity, whether through the ownership of voting securities, by contract or otherwise.

11. INDEPENDENT CONTRACT OR. The relationship between Service Provider and Customer is that of independent contractors. Nothing contained in this Agreement or any Work Statements issued pursuant thereto shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall ha ve authority to contract for or bind the other party in any manner whatsoever.

12. INSURANCE. Service Provider shall, at its sole cost and expense, maintain at all times during the Term, the following insurance coverage specified below with insurers having an A.M. Best rating of A-VII or better. In no event should the insurance levels be less than the following:

a. Commercial General and Umbrella Liability Insurance . Service Provider shall maintain commercial general liability with a limit of not less than $3,000,000 each occurrence, and $5,000,000 aggregate or umbrella liability insurance, including blanket contractual liability insurance including coverage of the contractual indemnity provided herein.

b. Workers’ Compensation and Employer’s Liability Insurance. Service Provider shall maintain statutory workers’ compensation insurance as required by the laws of the state where the project is located.

The employer’s liability insurance and umbrella liability limits shall not be less than $1,000,000 limit.

c. Business Auto and Umbrella Liability Insurance . Service Provider shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $3,000,000 CSL. Such insurance shall cover liability arising out of any auto, including owned, hired and non-owned.

d. Inclusion as Additional Insured . Customer, its affiliated companies, and their respective officers, directors, shareholders, employees, agents and such other entity as may be designated by Customer, shall b e included as an additional insureds for the insurance required herein. At the commencement of this Agreement, and upon request thereafter, Service Provider shall provide Customer with certificates of insurance.

13. REPRESENTATIONS. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) i t has, and throughout the Term shall retain, the full right, power and authority to enter into this Agreement (including any Work Statements issued pursuant to this Agreement) and to perform its obligations hereunder; (c) the execution of this Agreement (including any Work Statements issued pursuant to this Agreement) by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, this Agreement and any Work Statements issued pursuant thereto shall constitute the legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at Law).

14. COMPLIANCE WITH LAWS. Service Provider shall provide the Services in accordance with the requirements of applicable federal, state and local statutes, regulations, ordinances, rules and orders. Service Provider, at its sole cost and expense, shall procure, maintain and comply with, at all times during the Term, all licenses, permits consents and authorizations required by any federal, state, local or municipal governmental authority with respect to the Services.

15. INDEMNITY. Service Provider shall indemnify , defend and hold harmless Customer, its affiliates, and their respective officers, directors, employees and agents (the “ Indemnified Party”) from and against any Loss (as defined below herein) sustained by the Indemnified Party as a direct result of any t hreatened, pending or completed claims, actions, lawsuits or arbitration proceedings, asserted by third parties against the Indemnified Parties (“ Claims”), but only to the extent arising out of the negligent acts or omissions of Service Provider, its emplo yees, subcontractors and agents in performing Services under this Agreement. Notwithstanding the foregoing, Service Provider’s indemnity obligations shall be comparatively reduced to the extent that the Claim is caused in part by the acts or omissions of the Indemnified Party, or any other person or entity.

a. The term “ Loss” shall mean monetary awards, fines, and/or penalties assessed against the Indemnified Party by any court, arbitration panel, governmental or quasi -governmental body adjudicating the Claim, monetary amounts paid in settlement of the Claim, reasonable expen ses of investigation of the Claim and reasonable attorneys' fees, court costs and expenses directly related to investigation and the defense of the Claim. Except as expressly set forth herein, the term “Loss” shall not include loss of profits, loss of good will, or any other indirect, incidental or consequential loss or damages which may be sustained by the Indemnified Party.

b. If any Claim is brought or asserted against an Indemnified Party, Service Provider shall retain counsel to represent such Indemnifie d Party and Service Provider shall control the proceeding but shall regularly consult with the Indemnified Party and its counsel regarding such defense. The Indemnified Party shall have the right to participate in such defense through counsel of its own ch oosing at such Indemnified Party’s sole expense if the suit or claim or settlement thereof could result in the imposition of an injunction or other equitable relief on or materially interfere with the business or operations of such Indemnified Party. In no event shall Service Provider consent to entry of judgment or enter into any settlement agreement that does not include a full release of the Indemnified Party. If Service Provider refuses or otherwise fails to defend such Claim as provided herein, the Indemnified Party shall have the right to defend such Claim in any manner it deems appropriate at the sole cost of Service Provider; provided, however, that such Indemnified Party will not settle such a Claim without the prior written consent of Service Provi der, which consent shall not be unreasonably withheld or delayed. Such Indemnified Party may invoice Service Provider for reimbursement during the course of the investigation or defense as and when bills are received or expenses are incurred.

16. MANDATORY AR BITRATION. Any claim, dispute or controversy, regarding any contract, tort, statute, or otherwise, except as set forth in Section 3 herein for the collection by Service Provider of past due sums owed by Customer (“ Claim”), arising out of or relating to thi s Agreement and any Work Statements issued pursuant thereto or the relationships among the parties hereto must be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“ AAA”), under the AAA Commercial or Consumer, as applicable, Rules in effect at the time the Claim is filed (“AAA Rules”). Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1 -800-778-7879. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act.

Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.

17. CLASS ACTION WAIVER . Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any 20

Commercial Pest Management Agreement (v. 1.1)

purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an awa rd to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE

PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO

LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE

THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE

ACTION, HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

18. GOVERNING LAW . Except for the Mandatory Arbitration Clause in Section 16 of this Agreement which is governed by and construed in accordance with the Federal Arbitration Act, this Agreement and any Work Statements issued pursuant to this Agreement shall be governed by, and construed in accordance with, the laws of the state of service without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than such state.

19. CONFIDENTIALITY. "Confidential Information" means any information disclosed by one party (“ Discloser) to the other party (“ Recipient”), either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that the Recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure other than through Recipient’s action or inaction; or (iii) is in Recipient’s possession, without confidentiality restrictions, at the time of disclosure by Discloser as shown by Recipient’s files and records immediately prior to the time of disclosure. Recipient shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information, or (b) use, reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to Recipient or as required by applicable law.

Recipient agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the property of Discloser and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Discloser immediately upon the request of Discloser.

Notwithstanding the fore going, if Recipient is required by law, regulation, subpoena, government order, regulatory agency order, judicial order or other court order to disclose any Confidential Information, Recipient shall give the Disclosing Party timely and lawful written notice of such a requirement prior to such disclosure, and shall reasonably and lawfully cooperate with the Disclosing Party to seek a protective order, confidential treatment or other appropriate measures for such Confidential Information.

20. LIMITATION OF LIABILITY . TO THE FULLEST EXTEN T PERMITTED BY

LAW, SERVICE PROVIDE R SHALL NOT BE LIABL E TO CUSTOMER FOR

ANY INJURY TO OR LOS S OF GOODWILL, REPUT ATION, BUSINESS

PRODUCTION, REVENUES , PROFITS, ANTICIPAT ED PROFITS,

CONTRACTS OR OPPORTUNITIES (I RRESPECTIVE OF HOW T HESE ARE

CLASSIFIED AS DAMAGE S), OR FOR ANY CONSE QUENTIAL,

INCIDENTAL, INDIRECT , EXEMPLARY, SPECIAL , PUNITIVE OR

ENHANCED DAMAGES WHE THER ARISING OUT OF BREACH OF

CONTRACT, TORT (INCL UDING NEGLIGENCE) OR OTHERWISE
(INCLUDING THE ENTRY I NTO, PERFORMANCE OR BREACH OF THIS

AGREEMENT OR ANY WOR K STATEMENTS ISSUED PURSUANT

THERETO), REGARDLESS OF WHETHER SUCH DAM AGE WAS

FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY O F SUCH DAMAGES. THE OBLIGAT IONS OF

SERVICE PROVIDER SPECIFICALLY STATED IN THIS AGREEMENT ARE

GIVEN IN LIEU OF ANY OTHER OBLIGATION OR RESPONSIBILITY,

EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS

AGREEMENT DOES NOT GUA RANTEE, AND SERVICE PROVIDER DOES

NOT REPRESENT, THAT PESTS WILL NOT RETURN SUBSEQUENT TO SERVICE TREATMENTS. SERVICE PROVIDER SHALL NOT BE

RESPONSIBLE FOR ANY INJURY, DISEASE OR ILLNESS RESULTING FROM BITES, INFESTATION OR CONTAMINATION CAUSED BY ANY PESTS. THIS

AGREEMENT DOES NOT COVER AND SERVICE PROVIDER SHALL HAVE

NO OBLIGATION WHATSOEVER, WHETHER EXPRESS OR IMPLIED, TO

REPAIR ANY DAMAGE TO THE STRUCTURES ON THE PREMISES OR THE

CONTENTS THEREIN CAUSED BY ANY PESTS OR TO COMPENSATE
CUSTOMER FOR ANY SUCH DAMAGE.

In no event shall this be considered a release of any claims against Terminix or its subsidiaries, affiliates, agents, employees, contractors, successors, assigns, officers or directors from any and all losses and liabilities for personal injury or death, whether known, unknown or unforeseen related to any product used by Terminix in performing the Services.

21. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given in accordance with this Section:

If to Service Provider:

TMX Holdco, Inc.

Attn: Legal Department
150 Peabody Place
Memphis, TN 38103
Email:
[email protected]

With a copy also sent to:

Terminix International, Inc.

Attn:

Email:

If to Customer:

_________________
ATTN:

EMAIL:

With a copy also sent to:

ATTN:

EMAIL:

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

22. FORCE MAJEURE. Neither party will be liable to the other party for any delay or failure in performance under this Agreement (except for the payment of money for Services) arising out of a cause beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulato ry agencies, or national disasters.

23. SURVIVAL. Any right, obligation or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

24. COUNTERPARTS. This Agreement and any Work Statements issued pursuant thereto may be executed in one or more identical counterparts, each of which will be deemed to be an original and, which taken together, shall be dee med to constitute the Agreement.

Each party agrees that the delivery of the Agreement and any Work Statements issued pursuant thereto by electronic means shall have the same force and effect as delivery of the original signatures.

25. SEVERABILITY. If any part of this Agreement and any Work Statements issued pursuant thereto is held to be invalid or unenforceable for any reason, the remaining terms and conditions of this Agreement and any Work Statements issued pursuant thereto shall remain in full force and effect.

26. ENTIRE AGREEMENT . This Agreement, any Work Statement issued pursuant thereto together with all exhibits thereto constitutes the entire agreement between the parties, supersedes all proposals, oral or written, and all other communications between the parties relating to such subject matter and no other representations , statements or agreements will be binding upon the parties. This Agreement and/or any Work Statements issued pursuant thereto may not be modified or amended in any way without the writ ten consent of both parties. In the event that Customer requires Service Provider to utilize a third party billing or compliance portal which necessitates the use of click - through acceptance agreements, the terms of those agreements will 21 22

Commercial Pest Management Agreement (v. 1.1)

EXHIBIT A TO COMMERICAL PEST MANAGEMENT AGREEMENT

EXAMPLE FORM OF WORK STATEMENT
(This page not for execution—This is an example of what the Work Statements should look like for all services)

WORK STATEMENT NO.

THIS WORK STATEMENT [#] (“WS[#]”) IS ISSUED PURSUANT TO AND IS GOVERNED BY THE COMMERCIAL PEST MANAGEMENT AGREEMENT ENTERED INTO BETWEEN THE TERMINIX INTERNATIONAL COMPANY LIMITED PARTNERSHIP (“SERVICE PROVIDER”) AND ("CUSTOMER") EFFECTIVE AS OF (THE "AGREEMENT").

1) Description of Services. Service Provider shall perform the Services as described in Exhibit A-Scope of Services to this WS[#].

2) Locations. The locations that will be receiving service under this Agreement are noted in Exhibit B- Location List to this WS[#].

3) Term. The term of this WS[#] shall commence on and shall continue thereafter for a period of (the “Initial Term”). Thereafter, this WS[#] shall automatically renew for additional periods (each a “Renewal Term”), unless either party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term or otherwise terminates this WS[#] in accordance with the terms of the Agreement. The Initial Term and any Renewal Term(s) are collectively referred to as the “Term”.

4) Charges. Service Provider agrees to perform the Services for the charges set forth on Exhibit C – Charges to this WS[#]. Charges are subject to increase or adjustment annually as per Section 1 of the Agreement.

5) Work Statement Point of Contact. Service Provider’s Work Statement point of contact is: . Customer’s Work Statement point of contact is: .

6) Miscellaneous. Capitalized terms used herein shall have the meaning ascribed to such terms in the Agreement unless otherwise defined in th is WS[#]. To the extent there exists a conflict between any terms and conditions of this WS[#] and t he Agreement, the terms and conditions of the Agreement shall govern and control.

7) The following Exhibits are hereby incorporated by reference in this Work Statement.

Exhibit A: Scope of Services
Exhibit B: Location List
Exhibit C: Charges

IN WITNESS WHEREOF, the Parties have caused this WS[#] to be executed by their duly authorized representatives as of the date first written above with the intention of being legally bound hereby.

23 24

ATTACHMENT 2

Service Plan for Termite Treatment at the Goleta Community Center Campus

25 Customer (print name) __________________________________ Main Phone _______________ ALT Phone _______________ Mailing Address _______________________________________________ City __________________ State ___ Zip Code _________ Property Address ___________________________________________ City _________________ State ___ Zip Code _________ Description of Structure(s) Covered _______________________________________________ Email ___________ _____________

PAYMENT OPTIONS

Initial cash, check or credit card down payment of $ ___________ will be due upon acceptance of this Agreement by Terminix, and

12 or
18 monthly installments of $ ___________ will be paid as indicated on a Retail Installment Contract. I understand that these installments are subject to a Finance Charge and that if I select this option, I will be required to sign a Retail Installment Contract.

I further understand that this option is only available subject to credit approval and that the Finance Charge and other terms and conditions not set forth herein will be contained in the Retail Installment Contract.

Initial 20% down payment of $ ___________ by cash, check or credit card will be due upon acceptance of this Agreement by Terminix, with the remaining balance to be paid upon completion of the initial treatment or installation.

One-time cash, check or credit card payment will be paid upon acceptance of this Agreement by Terminix.

One-time credit card payment will be paid upon completion of the initial treatment or installation. By signing the Card Holder Signature line in the box below, I, the Card Holder, am authorizing Terminix to process this one-time credit card payment upon the completion of the initial treatment or installation without further signature or authorization from me.

1. SERVICE(S) PURCHASED
A. INITIAL CHARGES (Initial Fumigation
and Initial Term Fee). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

B. Annual Renewals
___________ year(s) @ $__________ per year
(Limit 2 Years)
Subtotal (Sum A + B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2. TAX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3. GRAND TOTAL (1 + 2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4. LESS $________ DOWN PAYMENT. . . . . . . . . . . . . . . . . . . . .

5. LESS AMOUNT TO BE PAID PER RETAIL
INSTALLMENT AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .

6. BALANCE TO BE PAID TO TERMINIX
AT COMPLETION (Sum 3 - 4 - 5) . . . . . . . . . . . . . . . . . . . . . . . .

BALANCE TO BE PAID BY (Check One):

Cash
Check
Money Order
Credit Card
ANNUAL RENEWAL TERM FEE. . . . . . . . . . . . . . . . . . . . . . . . . . .

OWNERSHIP TRANSFER FEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Customer’s Company Name _________________________________________________________________________________________________ Customer’s Authorized Representative (signature) _____________________________________________________________________________ Customer’s Authorized Representative (print name) ____________________________________________________________________________ Customer’s Authorized Representative (title) _________________________________________________________ Date ___________________ Terminix Representative (signature) _________________________________________________________________ Date __________________ Terminix Representative (print name) _______________________________________________ Terminix Branch Phone ____________________ _ Terminix Branch Address ___________________________________________________________________________________________________ Terminix License No. _______________________________________________________________________________________________________ In the event you have any questions or complaints, you may contact a Terminix representative by calling 1-800-TELLTMX (1-800-83 5-5869).

Customer accepts and agrees to the Terms and Conditions on pages 1–2 of this Agreement, including the MANDATORY ARBITRATION and CLASS ACTION WAIVER provisions in Sections 20 and 21 of the Terms and Conditions on page 2 of this Agreement:

BRANCH COPY
www.terminix.com Key #37981 Commercial Tent Defend Service Plan (v 7.22.2015) New 9/2015 © 2015 The Terminix International Company Limited Partnership. All rights reserved.

SUMMARY OF CHARGES AND PAYMENTS
Customer acknowledges, accepts and agrees that:
• Terminix has provided the Customer with a copy of the manufacturer’s specimen label or other state-required disclosures for th e fumigant(s), which will be used to treat the above-named property.
• Terminix has provided the Customer with an Inspection Graph as described in Section 5 of the Terms and Conditions on page 2 of this Agreement, which is a part of this Agreement and is incorporated by reference herein. • Terminix has provided to Customer for review and execution the Wood Destroying Pests and Organisms Inspection Report as required by Cal. Bus. & Prof. Code §8516, which is a part of this Agreement and is incorporated by reference herein. • Terminix has provided the Customer with Notice to Owner/Tenant as required by Cal. Bus. & Prof. Code §8538. • Terminix has provided the Customer with Occupants Fumigation Notice and Pesticide Disclosure Statement as required by Cal. Code of Regulations, Title 16, Article 4, §1970.4.
• Terminix has provided the Customer with the following Notices: (a) Preparation by Owner or Occupant Prior To Fumigation Notice and (b) Fumigation Services Notice.
$ __________
$ __________
$ __________
$ __________
$ __________
($ __________)
($ __________)
$ __________
$ __________
$ __________
Credit Card Type:

MasterCard
Visa
Discover
AMEX
Credit Card # ____________________________________________________________________________________ Name (as it appears on credit card) _________________________________________________________________ Card Holder Signature ____________________________________________ Card Exp. Date ___________________

THIS AGREEMENT PROVIDES FOR FUMIGATION TREATMENT OF A STRUCTURE TO CONTROL FOR

INFESTATIONS OF DRYWOOD TERMITES (
KALOTERMES SPP. , INCISITERMES SPP. , CRYPTOTERMES SPP. ) BUT DOES NOT PROVIDE FOR THE REPAIR OF DAMAGE CAUSED BY SUCH DRYWOOD TERMITES.

TENT DEFEND SERVICE PLAN FOR DRYWOOD TERMITES
City of Goleta (805) 562-5557
130 Cremona Drive, Suite B Goleta 93117
5679 Hollister Ave Goleta 93117
Community Center and Connecting Structures
53,400.00
5,340.00

0.00 53,400.00

0.00 53,400.00

0.00 0.00
53,400.00

0.00 0.00
Not Applicable
The City of Goleta
Robert Hockenberry 562.236.6939
CA
CA
26 1. INITIAL INSPECTION. Terminix shall conduct a full inspection of the Structures for wood destroying pests and organisms and provide a written report to Customer within ten (10) business days of the date of the inspection and prior to commencing the provision of any services under this Agreement in accordance with Cal. Bus. & Prof. Code §8516.

2. INITIAL TERM; RENEWAL. The term of this Agreement shall commence on the date of initial treatment of the Structures with the Tent Defend System and shall continue thereafter for one year (the “Initial Term”), unless terminated earlier as set forth herein. Customer may extend the Initial Term for additional one year periods (each a “Renewal Term”) for so long as Customer owns the property described on the Inspection Graph by paying the Annual Renewal Term Fee set forth above prior to the expiration of the Initial Term or any Renewal Term. Terminix reserves the right to revise the Annual Renewal Fee following the expiration of the second Renewal Term.

3. NOTICE OF WORK COMPLETED AND NOT COMPLETED. Within ten (10) business days of the date of the completion of the initial fumigation service, Terminix will file with the California Structural Pest Control Board and furnish to customer a copy of the written Notice of Work Completed and Not Completed in accordance with Cal. Bus. & Prof. Code §8518 and Title 16, Article 4, §1996.2 of the California Code of Regulations respectively.

4. FEES. Customer shall pay the fees for the initial treatment of the Structures with the Tent Defend System and Services for the Initial Term and any Renewal Term based upon the Payment Option selected by Customer.

5. INSPECTION GRAPH. This Inspection Graph prepared by Terminix and provided to Customer is a record of a visual, non-destructive inspection by Terminix of certain readily accessible areas of the identified property for visible termite infestation/ damage. Terminix is not responsible for repairs to damages identified on the Inspection Graph. In addition, hidden damage may exist in concealed, obstructed or inaccessible areas. No attempt to remove siding, plastic or sheetrock insulation, carpeting, paneling, etc. to search for hidden damage was made. Terminix cannot guarantee that the damage disclosed by visual inspection of the premises depicted in the Inspection Graph represents the entirety of the damage which may exist as of the date of the initial control application. Terminix shall not be responsible for repair of any damages to the Structures including without limitation, any damage which existed in areas or in structural members which were not accessible for visual inspection as of the date of the Inspection Graph. If X (circled or not) appears on the Inspection Graph, it is advisable that a qualified building expert inspect the property to determine what effect, if any, the infestation/damage has upon the structural integrity of the property.

6. LIMITED PLAN SERVICES; NO COVERAGE FOR DAMAGES. The sole obligation of Terminix during the Initial Term or any Renewal Term, as applicable, of this Agreement (hereinafter the “Services”) is as follows: (a) Treat the Structures as described on the Inspection Graph attached to this Agreement with the Terminix Tent Defend System (the “Tent Defend System”); (b) Provide additional fumigation treatments at no additional charge to Customer, as deemed necessary by Terminix, to provide ongoing prevention, control and/or elimination of Drywood Termite colonies; and (c) Conduct a full inspection of the Structures annually or at any time upon the request of Customer for termite activity. THIS AGREEMENT DOES NOT COVER AND TERMINIX

SHALL HAVE NO OBLIGATION WHATSOEVER, WHETHER EXPRESS OR IMPLIED,

TO REPAIR ANY DAMAGE CAUSED BY DRYWOOD TERMITES REGARDLESS OF

WHETHER SUCH DAMAGE OCCURS PRIOR TO OR SUBSEQUENT TO THE DATE OF INITIAL TREATMENT WITH THE TENT DEFEND SYSTEM. All corrections of infestations or infections covered by this control services agreement shall be completed within 6 months of discovery, unless otherwise agreed to in writing by the parties.

7. PROTECTION AGAINST DRYWOOD TERMITES. CUSTOMER ACKNOWLEDGES

THAT THE FOLLOWING WOOD-DESTROYING ORGANISMS COULD INFEST OR INFECT CUSTOMER’S STRUCTURES: (A) SUBTERRANEAN (IN-GROUND) TERMITES (RETICULITERMES SSP., HETEROTERMES SPP.) AND FORMOSAN TERMITES (COPTOTERMES SPP.); (B) DRYWOOD TERMITES (KALOTERMES SPP., INCISITERMES SPP., CRYPTOTERMES SPP.); (C) DAMPWOOD TERMITES (ZOOTERMOPSIS SPP., NEOTERMES SPP.); (D) CARPENTER ANTS AND CARPENTER BEES; (E) WOOD- BORING AND/OR POWDER-POST BEETLES; AND (F) WOOD-DECAY FUNGI. THE

TERMINIX TENT DEFEND SYSTEM ONLY CONTROLS FOR AND PROTECTS THE STRUCTURES FROM DRYWOOD TERMITES (KALOTERMES SPP., INCISITERMES SPP., CRYPTOTERMES SPP.) (COLLECTIVELY “DRYWOOD TERMITES”) INFESTATIONS.

THE TENT DEFEND SYSTEM DOES NOT CONTROL OR PROTECT THE STRUCTURES FROM SUBTERRANEAN (IN-GROUND) TERMITES (RETICULITERMES SSP., HETEROTERMES SPP.) AND FORMOSAN TERMITES ( COPTOTERMES SPP.)

INFESTATIONS OR OTHER WOOD DESTROYING ORGANISMS, INCLUDING BUT

NOT LIMITED TO, AS DAMPWOOD TERMITES, CARPENTER ANTS, POWDER-POST BEETLES OR WOOD DECAY FUNGI.

8. ACCESS TO PROPERTY. Customer must allow Terminix access to the Structures for any purpose contemplated by this Agreement, including but not limited to reinspections, whether the inspections were requested by the Customer or considered necessary by Terminix. The failure to allow Terminix such access will terminate this Agreement without further notice.

9. CUSTOMER COOPERATION. Customer’s cooperation is important to ensure the most effective results from Services. Whenever conditions conducive to the breeding and harborage of pests covered by this contract are reported in writing by Terminix to the Customer, and are not corrected by Customer, Terminix cannot ensure effective Services. If Customer fails to correct the conditions noted by Terminix within a reasonable time period, all guarantees as to the effectiveness of the Services in this Agreement shall automatically terminate. Further, additional treatments in areas of such conditions that are not corrected as required shall be paid for by Customer as an extra charge.

10. LIMITATION OF LIABILITY; LIMITED WARRANTY. EXCEPT AS OTHERWISE

PROHIBITED BY LAW, TERMINIX DISCLAIMS AND SHALL NOT BE RESPONSIBLE

FOR ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE AND/OR LOSS OF ENJOYMENT DAMAGES. THE

OBLIGATIONS OF TERMINIX SPECIFICALLY STATED IN THIS AGREEMENT ARE

GIVEN IN LIEU OF ANY OTHER OBLIGATION OR RESPONSIBILITY, EXPRESS OR

IMPLIED, INCLUDING ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS AGREEMENT DOES NOT PROVIDE FOR THE REPAIR OF ANY DAMAGE CAUSED BY DRYWOOD TERMITES. THIS AGREEMENT

DOES NOT GUARANTEE, AND TERMINIX DOES NOT REPRESENT, THAT TERMITES WILL NOT RETURN FOLLOWING ANY TREATMENTS.

11. WATER LEAKAGE. Water leakage in treated areas, in interior areas or through the roof or exterior walls of the Structures, may destroy the effectiveness of treatment by Terminix and is conducive to new infestation. Customer is responsible for making timely repairs as necessary to stop the leakage. Customer’s failure to make timely repairs will terminate this Agreement automatically without further notice. Terminix shall have no responsibility for repairs with respect to water leakage.

12. ADDITIONS OR ALTERATIONS TO STRUCTURES. This Agreement covers the Structures described on the Inspection Graph as of the date of initial treatment with the Tent Defend System. If the Structures are structurally modified, altered or otherwise changed (collectively “Alterations”), Customer must provide Terminix with written notice of such Alterations within ten (10) days of the occurrence of such Alteration. Customer’s failure to provide such notice will terminate this Agreement automatically without further notice. The failure of Terminix to discover such Alterations does not release Customer from the obligations to provide written notice to Terminix of the same. Customer shall pay Terminix’s then current charges for a service call to evaluate the Alterations and provide additional Tent Defend System treatment as a result of the Alterations. Terminix reserves the right to increase the Annual Renewal Term Fee as a result of the Alterations.

13. OWNERSHIP TRANSFER. Upon transfer of ownership of the Structures, Services may be continued upon request of the new owner and upon payment of the Ownership Transfer Fee set forth on page 1 of this Agreement. In addition, Terminix reserves the right to revise the Annual Renewal Term Fee upon transfer of ownership. In the event the new owner fails to request continuation of this Agreement or does not agree to pay the transfer fee of the revised Annual Renewal Term Fee, this Agreement will terminate automatically as of the date of the change of ownership.

14. FORCE MAJEURE. Terminix shall not be liable to Customer for any failure to perform or delay in the performance under this Agreement attributable in whole or in part to any cause beyond its reasonable control and without its fault or negligence, including but not limited to acts of God, fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, government actions, war, civil disturbance, insurrection or sabotage.

15. ADDITIONAL DISCLAIMERS. This Agreement does not cover and Terminix will not be responsible for damage resulting from or services required for: (a) termites and/ or any other wood-destroying organisms except as specifically provided herein; (b) moisture conditions, including but not limited to fungus damage and/or water leakage caused by faulty plumbing, roofs, gutters, downspouts and/or poor drainage; (c) masonry failure or grade alterations; (d) inherent structural problems, including but not limited to, wood to ground contacts; (e) termites entering any rigid foam, wooden or cellulose containing components in contact with the earth and the Structures regardless of whether the component is a part of the Structures; and (f) the failure of Customer to properly cure at Customer’s expense any condition that prevents proper treatment or inspection or is conducive to termite infestation.

16. CHANGE IN LAW. Terminix performs its services in accordance with the requirements of law. In the event of a change in existing law as it pertains to the services herein, Terminix reserves the right to revise the Annual Renewal Term Fee or terminate this Agreement.

17. NON-PAYMENT; DEFAULT. In case of non-payment or default by the Customer, Terminix has the right to terminate this Agreement. In addition, cost of collection including reasonable attorney’s fees shall be paid by the Customer, whether suit is filed or not. In addition, interest at the highest legal rate will be assessed for the period of delinquency.

18. CHANGE IN TERMS. At the time of any renewal of this Agreement, Terminix may change this Agreement by adding, deleting or modifying any provision. Terminix will notify the Customer in advance of any such change, and Customer may decline to accept such a change by declining to renew this Agreement. Renewal of this Agreement will constitute acceptance of any such changes.

19. SEVERABILITY. If any part of this Agreement is held to be invalid or unenforceable for any reason, the remaining terms and conditions of this Agreement shall remain in full force and effect.

20. MANDATORY ARBITRATION. Any claim, dispute or controversy, regarding any contract, tort, statute, or otherwise (“Claim”), arising out of or relating to this agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Commercial or Consumer, as applicable, Rules in effect at the time the Claim is filed (“AAA Rules”). Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1-800-778-7879. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act.

Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.” Venue for arbitration hereunder shall lie in Memphis, TN.

21. CLASS ACTION WAIVER. Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD

A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION.

HOWEVER, THE PARTIES UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

22. GOVERNING LAW. Except for the Mandatory Arbitration Clause in Section 18 of this Agreement which is governed by and construed in accordance with the Federal Arbitration Act, this Agreement shall be governed by, and construed in accordance with, the laws of the state in which the dispute arises without regard to the conflict of laws provisions.

23. ENTIRE AGREEMENT. This Agreement together with all exhibits thereto constitutes the entire agreement between the parties, supersedes all proposals, oral or written, and all other communications between the parties relating to such subject matter and no other representations or statements will be binding upon the parties. This Agreement may not be modified or amended in any way without the written consent of both parties.

TERMS AND CONDITIONS
www.terminix.com Key #37981 Commercial Tent Defend Service Plan (v 7.22.2015) New 9/2015 © 2015 The Terminix International Company Limited Partnership. All rights reserved. 27 Providing Exterminating Solutions Today, Inc. (P.E.S.T.)

CALIFORNIA CUSTOMER AGREEMENT FOR

STRUCTURAL FUMIGATION
-COMMERCIAL-

Customer (print name) Main Phone Alt Phone________________________________ Mailing Address City State Zip Code
Property Address City State Zip Code
Description of Structure(s) Covered Email
THE FUMIGATION SERVICES IDENTIFIED HEREIN MAY BE PERFORMED BY P.E.S.T., OR MAY BE PERFORMED BY ANOTHER CONTRACTOR SELECTED BY P.E.S.T.

P.E.S.T. IS NOT RESPONSIBLE FOR WOOD DESTROYING ORGANISM DAMAGE OR DAMAGE RESULTING FROM FUMIGATION TREATMENT. CUSTOMER UNDERSTANDS THAT FUMIGATION OF THE STRUCTURE DOES NOT GUARANTEE THAT ALL TARGET PESTS WILL BE EXTERMINATED OR THAT ALL TARGET PESTS WILL NOT RETURN. CUSTOMER ACKNOWLEDGES THAT WOOD DESTROYING

ORGANISM INFESTATION AND DAMAGE MAY BE PRESENT OR MAY OCCUR IN THE FUTURE AND IN EXCHANGE FOR THE SERVICES PROVIDED BY P.E.S.T. WAIVES ANY CLAIM OR LIABILITY AS TO P.E.S.T. FOR THE SAME. CUSTOMER ACKNOWLEDGES THAT THE

PROCESS OF FUMIGATION MAY RESULT IN DAMAGE TO THE STRUCTURE AND/OR ITS CONTENTS, INCLUDING LANDSCAPING NEAR THE STRUCTURE AND HEREBY ASSUMES ALL RISK THEREOF AND WAIVES ANY CLAIM FOR THE SAME AS TO P.E.S.T. CUSTOMER

ACKNOWLEDGES THAT IT IS POSSIBLE THAT ILLEGAL ENTRY BY THIRD PARTIES MAY OCCUR DURING THE PROCESS OF FUMIGATION

AND THAT CUSTOMER ASSUMES THE RISK THEREOF AND ASSUMES RESPONSIBILITY FOR THE REMOVAL OR SAFEGUARDING OF THE STRUCTURE AND VALUABLES THEREIN. CUSTOMER ACKNOWLEDGES THAT P.E.S.T. DOES NOT PROVIDE SECURITY AGAINST ILLEGAL ENTRY BY THIRD PARTIES AND WAIVES ANY CLAIM AGAINST P.E.S.T. FOR DAMAGES AS A RESULT THEREOF.

CONSIDERATION FOR SERVICES PERFORMED BY P.E.S.T. AS DEFINED BY THIS AGREEMENT HAS BEEN SATISFIED BY TERMINIX AND CUSTOMER’S ACCEPTANCE OF SERVICES FROM P.E.S.T. THERE IS NO SEPARATE AMOUNT OWED BY CUSTOMER TO P.E.S.T. FOR THE SERVICES DEFINED BY THIS AGREEMENT. P.E.S.T. IS NOT RESPONSIBLE FOR COLLECTION OF ANY AMOUNT OWED TO TERMINIX BY CUSTOMER.

CUSTOMER WILL COOPERATE WITH P.E.S.T. WITH RESPECT TO THE EXECUTION OF ANY ADDITIONAL NOTICES AND ALL PREPARATION AND SAFETY DIRECTIVES REASONABLY NECESSARY FOR P.E.S.T. TO SAFELY PERFORM THE SERVICES OUTLINED IN THIS AGREEMENT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

A TREATMENT TAG WILL BE PLACED IN THE ATTIC, SUB-AREA, OR A CONSPICUOUS PLACE IF THE PROPERTY DOES NOT HAVE EITHER UPON JOB COMPLETION.

CUSTOMER ACCEPTS AND AGREES TO THE TERMS, CONDITIONS, RESTRICTIONS, LIMITATIONS AND EXCLUSIONS ON PAGES 1–2 OF THIS

AGREEMENT, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS OF THE TERMS AND CONDITIONS ON PAGE 2 OF THIS AGREEMENT. Any claim, dispute or controversy, regarding any contract, tort, statute or otherwise (“ Claim”), arising out of or relating to this agreement or the relationships among the parties hereto, shall be resolved by one arbitrator through b inding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Commercial or Consumer Rules, as applicable, Customer or Representative (signature) Date
Company Representative (Name and Title)_______________________________________________________________________________________________ Company Branch/Operation Address ___________________________________________________________________________________________________ Company License No. _______________________________________________________________________________________________________________ In the event you have any questions or complaints, you may contact a Terminix representative by calling 1-800-TELLTMX (1-800-835-5869).

THIS AGREEMENT IS FOR P . E . S . T . O R A C O N T R A C T O R D E S I G N A T E D B Y P . E . S . T . T O P R O V I D E

FUMIGATION TREATMENT OF A STRUCTURE CURRENTLY UNDER CONTRACT WITH THE TERMINIX INTERNATONAL COMPANY, L.P. ( T E R M I N I X ) TO CONTROL DRYWOOD TERMITES (KALOTERMES SPP. INCISITERMES SPP., CRYPTOTERMES SPP.) OR OTHER TARGET PESTS AS PER THE APPLICABLE PRODUCT LABEL . THE SERVICES BEING

PERFORMED ARE BEING PROVIDED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WITH YOUR TERMINIX CONTRACT.

The City of Goleta (805)562-5557
130 Cremona Drive, Suite B Goleta CA 93117
5679 Hollister Ave Goleta CA 93117
Community Center and Adjoined Structures
Robert Hockenberry National Account Executive
Customer or Representative (Name and/or title)______________________________________________________________________________________________________________________ 28 TERMS AND CONDITIONS

1. LIMITED SERVICES; NO COVERAGE FOR DAMAGES.

The sole obligation of PEST under this agreement is to
provide the following Services: Treat the Structures as described on the Inspection Graph that has been prepared by Terminix and attached to your Terminix contract, and to re- fumigate the Structures for one year thereafter, if deemed necessary by TERMINIX. THIS AGREEMENT DOES NOT COVER

AND PEST SHALL HAVE NO OBLIGATION WHATSOEVER,

WHETHER EXPRESS OR IMPLIED, FOR ANY OTHER

OBLIGATION, PROVIDED THAT PEST IS EXERCISING

ORDINARY CARE IN DELIVERING TERMITE FUMIGATION
SERVICES.

2. ACCESS TO PROPERTY. Customer must allow PEST
access to the Structures for any purpose contemplated by this Agreement including, but not limited to, re -
inspections, whether the inspections were requested by
the customer or considered necessary by PEST. Failure to allow PEST such access will terminate this Agreement
without further notice.

3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE

PROHIBITED BY LAW, PEST DISCLAIMS AND SHALL NOT

BE RESPONSIBLE FOR ANY LIABILITY FOR INDIRECT,

SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE AND/OR LOSS OF ENJOYMENT DAMAGES. THE

OBLIGATIONS OF PEST SPECIFICALLY STATED IN THIS

AGREEMENT ARE GIVEN IN LIEU OF ANY OTHER

OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED,

INCLUDINGANYREPRESENTATION OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. THIS

AGREEMENT DOES NOT PROVIDE FOR THE REPAIR OF
ANY DAMAGE CAUSED BY DRYWOOD TERMITES. TH IS

AGREEMENT DOES NOT GUARANTEE, AND PEST DOES

NOT REPRESENT, THAT TERMITES WILL NOT RETURN
FOLLOWING TREATMENT. NOTWITHSTANDING

ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
PEST’S MAXIMUM LIABILITY TO THE INDEMNIFIED

PARTIES UNDER THIS AGREEMENT SHALL BE LIMITED
TO $250,000, REGARDLESS OF TYPE OF CLAIMED
DAMAGES OR LEGAL THEORY OF RECOVERY.

4. FORCE MAJEURE. PEST shall not be liable to customer
for any failure to perform or delay in the performance
under this Agreement attributable in whole or in part to any cause beyond its reasonable control and without its fault or negligence including, but not limited to, acts of God, fires, flo o d s , earthquakes, strikes, unavailability of necessary materials or utilities, blackouts,
government actions, war, civil disturbance, insurrection or sabotage.

5. CHANGE IN LAW. PEST performs its services in
accordance with the requirements of law. In the event of a change in existing law as it pertains to the services herein, PEST reserves the right to revise or terminate
this Agreement.

6. SEVERABILITY. If any part of this Agreement is held to be invalid or unenforceable for any reason, the
remaining terms and conditions of this Agreement shall
remain in full force and effect.

7. MANDATORY ARBITRATION. Any claim, dispute or
controversy, regarding any contract, tort, statute or
otherwise (“ Claim”), arising out of or relating to this agreement or the relationships among the parties
hereto, shall be resolved by one arbitrator through
binding arbitration administered by the American
Arbitration Association (“ AAA”), under the AAA
Commercial or Consumer, as applicable, Rules in effect
at the time the Claim is filed (“AAA Rules”). Copies of the AAA Rules and forms can be located at www.adr.org,
or by calling 1.800.778.7879. The arbitrator’s decision shall be final, binding and non- appealable. Judgment
upon the award may be entered and enforced in any
court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and
shall be governed by the Federal Arbitration Act.

Neither party shall sue the other party other than as
provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought
only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or
formation of this Agreement, including any claim that
all or any part of the Agreement is void or voidable.

However, the preceding sentence shall not apply to the
clause entitled “Class Action Waiver.” Venue for
arbitration hereunder shall lie in or near the location of the Structure identified in this Agreement.

8. CLASS ACTION WAIVER. Any Claim must be
brought
in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective,
representative, multiple plaintiff or similar
proceeding (“ Class Action ”). The parties expressly
waive any ability to maintain any Class Action in any
forum. The arbitrator shall not have authority to
combine or aggregate similar claims or conduct any
Class Action nor make an award to any person or
entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable,
unconscionable, void or voidable may be determined
only by a court of competent jurisdiction and not by
an arbitrator. THE PARTIES UNDERSTAND THAT

THEY WOULD HAVE HAD A RIGHT TO LITIGATE

THROUGH A COURT, TO HAVE A JUDGE OR JURY

DECIDE THEIR CASE AND TO BE PARTY TO A CLASS
OR REPRESENTATIVE ACTION. HOWEVER, THE

PARTIES UNDERSTAND AND CHOOSE TO HAVE ANY

CLAIMS DECIDED INDIVIDUALLY, THROUGH
ARBITRATION.

9. GOVERNING LAW. Except for the Mandatory
Arbitration Clause of this Agreement which is
governed by and construed in accordance with the
Federal Arbitration Act, this Agreement shall be
governed by, and construed in accordance with, the
laws of the state in which the dispute arises without
regard to the conflict of laws provisions.

10. ENTIRE AGREEMENT. This Agreement, together with
all exhibits thereto, constitutes the entire agreement
between the parties, supersedes all proposals, oral or
written, and all other communications between the
parties relating to such subject matter, and no other
representations or statements will be binding upon the
parties. This Agreement may not be modified or
amended in any way without the written consent of both
parties.
29 �P.E.S.T.

PROVIDING E

XTERMINATING SOLUTIONS TODAY
NOTIFICATIONS AND WARNINGS DESCRIPTIONS: POTENTIAL TILE ROOF DAMAGE Date of Fumigation:

Property Address:

Providing Exterminating Solutions Today Inc. expects to cause damage to your tile roof while performing fumigation services. We will use our utmost care when working on your tile roof but due to the sensitive and fragile nature of your roof we expect extensive damage to occur.

The amount of tile damage that occurs is dependent on the type, age, and condition of the roof. While we may be able to provide a rough estimate of the amount of damage that may occur, this estimate is based solely on past experience and the amount of damage that has occurred to comparable roofs; there is no method available to precisely estimate the number of tile that will break on each individual roof. Under no circumstance should any estimate given be misconstrued as a guarantee to the amount of damage that may occur. In addition, as specified in the terms, conditions, and liabilities, there is potential for damage to attached gutters, wiring, patio and awning covers, solar heating panels and related lighting, plumbing, antennas, and chimneys.

I have read, understand and acknowledge the tile breakage warning given above and accept the risk and responsibility that there will be tile broken during the fumigation process. I release Providing Exterminating Solutions Today Inc. and Terminix from any liability for tile or other types of roof damage that it may cause during the fumigation services, as well as other consequential property damage which may develop as a result of the fumigation services while exercising its utmost care to avoid damage to City property. This release does not extend to negligent, reckless, or willful conduct of P.E.S.T., its employees, sub-contractors, or other agents.

Date:

Prin
ted Name of Owner, Co-Owner:

Sig
nature of Owner, Co-Owner or Authorized Agent or Authorized Agent November 27, 2024 to November 30, 2024
5679 Hollister Ave., Goleta, CA 93117
30 Terminix800 Terminix
x
x
xVikane Gas
Unit_______
5679 Hollister AvenueGoleta
x Commercial Structures
The City of Goleta
805 562-5557
P.E.S.T.

November 27 - November 30, 2024
Goleta Community Center, Rainbow School, CommUnify, Resilience Personal Training 31 Drywood Termites
Unit______
Robert Hockenberry(562)236-6939
5679 Hollister Ave, Goleta, CA 93117
32 800-427-2200
P.E.S.T.
5679 Hollister Ave
Goleta
93117
5679 Hollister Avenue
16142108
33 Specialty Products
Product Bulletin
Dow AgroSciences LLC 9330 Zionsville Road Indianapolis, IN 46268-1054 Fact Sheet for Vikane® Gas Fumigant (Sulfuryl Fluoride) In the interest of Dow AgroSciences’ commitment to product stewardship, this fact sheet is intended to provide basic information about the product and how it is used. If you have specific questions about your fumigation, refer to documents provided by the fumigator or call the fumigator listed on the warning signs posted on your structure. If you have questions about Vikane® gas fumigant (the fumigant used) or the procedures described, call the Dow AgroSciences Customer Information Center at 1-800-352-6776.

WHY BUILDINGS ARE FUMIGATED
Insects that feed or tunnel into wood can seriously damage houses, apartments, and other dwellings or structures. Each year termites or other wood destroying insects damage more than 5 million homes. Other pests, such as bed bugs, may be dispersed throughout rooms and can be difficult to locate and control quickly and completely. Depending on the extent or location of the infestation, fumigation is the only total control method proven to eliminate certain infestations of wood destroying insects, bed bugs, and other structure-infesting pests.

HOW BUILDINGS ARE FUMIGATED
Because Vikane is a gas, prior to fumigation, the structure is completely sealed. This serves to contain Vikane in the building so it can penetrate wood and building contents to thoroughly eliminate the pests. Depending on the construction of the building, the doors and windows may be sealed with tape and a plastic sheet, or the structure may be covered with a tarp. The building will remain sealed for 2-72 hours depending on the specifics of the job. Warning signs are posted around the building notifying people to keep out.

After the fumigation period is completed, a professional fumigator will aerate the structure using fans for a prescribed aeration period. Once the dwelling has been thoroughly aerated, the fumigator is required to measure the level of any fumigant remaining in the living space to ensure it is below the EPA approved concentration for reentry by the occupants. Extremely low levels of fumigant can remain for a short period of time in dead air spaces between walls and inside cabinets as well as porous materials such as furniture. The small amount of fumigant in these areas will continue to dissipate for a few hours after the fumigation but at levels well below the established safe reentry concentration. Your building will not be cleared for reoccupancy until it is safe to enter. The fumigator will post a notice on your building indicating the day and time for reentry. Structures can be occupied only when the concentration is 1 part per million or less (this represents a margin of safety – laboratory animals have been exposed to 100 parts per million for 2 weeks with no adverse effects.) Because Vikane is a true gas and not a vapor, aeration is rapid. Recent studies demonstrated that in most structures levels are less than 1 part per million after the prescribed aeration period and have no detectable levels of Vikane within 24 hours after the start of aeration.
34 Sulfuryl fluoride is a colorless, odorless gas, so a warning agent is added to the building that causes watery eyes and a scratchy throat. If you experience these symptoms in a structure that has been recently fumigated, you should leave immediately and call the pest control company to have your building retested.

SULFURYL FLUORIDE (POTENTIAL HEALTH RISKS FROM OVEREXPOSURE) Sulfuryl fluoride is a gas and can potentially enter your body only through inhalation. Because it is a gas, it does not stay on dry surfaces; therefore, there is no exposure from touching treated surfaces.

Nervous system and respiratory irritation:

Overexposure to high levels of sulfuryl fluoride can result in nose and throat irritation and nausea. At high concentrations (such as those used during the fumigation) it can cause excess fluid in the lungs, sleepiness, pneumonia, and convulsions. These symptoms would be expected to appear within 8 hours after such an exposure. In the unlikely event you experience these symptoms in the building that has been recently fumigated, you should leave immediately.

Consult your physician and call the pest control company to have your building retested.

Additional studies:

Sulfuryl fluoride has not been shown to cause birth defects in pregnant animals exposed under experimental conditions. In addition, current studies have demonstrated there are not mutagenic or genotoxic effects caused by exposure to sulfuryl fluoride.

Safety Precautions and Homeowner Preparation
 Discuss the treatment program in advance with your pest control company so you fully understand what will be done and what you need to do.
 Carefully follow the instructions you are given about what items you are to remove from your building.
 Stay out of the treated building until it is cleared by your pest control company for reentry.
 If you are interested or concerned, you should ask your pest control company to show the records of how your building was aerated before it was cleared for reentry.  You may wish to increase ventilation by opening doors and windows.

If you have specific questions about your fumigation, refer to documents provided by the fumigator or call the fumigator listed on the warning signs posted on your structure. Call the Dow AgroSciences Customer Information Center at 1-800-352-6776 if you need additional information or have questions concerning this product.
®Trademark of Dow AgroSciences LLC
Vikane is a federally Restricted Use Pesticide.
©2011 Dow AgroSciences
U01-069-134 (04/11) DAS 010-01465
These materials have been created for Vikane® gas fumigant and no other structural fumigant. The information contained in these materials is based upon the product label and use instructions for Vikane and are not intended for use with other structural fumigants, which will have different product label requirements.

These materials may not be copied or reproduced without permission of Dow AgroSciences. 35