Orkin Cooperative Agreement 2023.signed by orkin

AID 1543189 · View on Simbli

Agenda Item

v. Orkin, LLC District-Wide Pest Control Services using Sourcewell Contract #042821 (not to exceed amount of $750,000)

Summary: Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the Board of Education authorize the District to use Sourcewell Contract #042821 to purchase pest control services from Orkin, LLC in the amount not to exceed $750,000 through June 30, 2024.
Why: Approval to use this contract will allow the DeKalb County School District to provide for the monthly pest control services in support of all schools and facilities within the District.
Details: In accordance with Board Policy DJE (Purchasing), Paragraph III (c)(3)(c), exceptions to competitive selection are allowed when the purchase is made through contracts formally solicited and obtained by the State of Georgia, the Federal Government, or some other government agency. The Purchasing Department shall be authorized to make purchases through inter-governmental and educational cooperative, alliances, and consortiums to achieve cost savings and administrative efficiencies based on economics of scale.
Financial impact: The total budget of $750,000 for District-Wide Pest Control Services will be allocated from cost code 100.2600.541000.00011.7520.9990.8013.040.0000.
Contact: Erick Hofstetter, Chief Operating Officer, Division of Operations, 678.676.1470

Bobby Moncrief, Director of Facilities Manager, Division of Operations, 678.676.1478
Status: Approved by General Counsel
                             DEKALB COUNTY SCHOOLS
                          MEMBER SPECIFIC AGREEMENT FOR
                          SOURCEWELL CONTRACT NO. 042821,
                            PEST MANAGEMENT SERVICES

       Owner:                                 DeKalb County Board of Education
       Address:                               Sam A. Moss Service Center
                                              1780 Montreal Rd., Tucker, Georgia 30084
       Phone No.:                             678-676-1470
       Fax No.:
       Owner’s Representative:                Erick Hofstetter, Chief Operations Officer

       Contractor:                            Orkin, LLC
       Address:                               2170 Piedmont Rd NE
                                              Atlanta, GA 30324
       Phone No.:                             770-220-6165


       THIS MEMBER SPECIFIC AGREEMENT (this “Agreement”) is entered into as of the
day last signed below by the DeKalb County Board of Education (“Owner”) and Orkin, LLC
(“Contractor”).

       FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Owner and Contractor hereby agree as follows:

     1. CONTRACT DOCUMENTS: The term “Contract Documents” as used herein shall mean
all of the following:

       A. This Agreement;
       B. Sourcewell RFP No. 042821 for Pest Management Services dated April 28, 2021;
          (Exhibit A)
       C. Contract No. 042821 between Sourcewell and Orkin, LLC dated June 21, 2021;
          (Exhibit B)
       D. Contractor’s Pricing Schedule for Contract No. 042821; (Exhibit C) and
       E. Any Work Orders issued pursuant to this Agreement.

The Contract Documents constitute the entire and exclusive agreement between Owner and
Contractor with respect to the Work, and supersede any and all prior discussions, communications,
representations, negotiations or agreements between them with respect to the Work. The Contract
Documents are complementary and are to be read as a whole. In the event of a discrepancy in the
Contract Documents, the more specific and more detailed descriptive information will take
precedence over the general and less detailed description. In cases of doubt, the Contractor shall
assume that the Owner intends that the more complete method, system or process is required. It
is the intent of the Contract Documents to describe a functionally complete project (or part thereof)
to be performed in accordance with the Contract Documents. Any work, labor, materials or
equipment that may be required, implied or inferred by the Contract Documents as being required
to produce the intended result shall be provided by the Contractor for the Contract Price. In the

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                                DEKALB COUNTY SCHOOLS
                          MEMBER SPECIFIC AGREEMENT FOR
                          SOURCEWELL CONTRACT NO. 042821,
                             PEST MANAGEMENT SERVICES
event of any conflict between the terms of this Agreement and the Master Services Agreement, the
terms of this Agreement shall control.

    2. WORK ORDERS: Owner may, from time to time during the Term, order Work through
a Work Order. Work Orders shall identify the project, contain a description of the services and/or
materials to be provided, and set forth the Contract Time and Contract Price (or the methodology
for determining pricing if the Work is to be provided on a time and materials basis). All Work
Orders shall be in writing, and Contractor shall not commence Work unless and until the Owner
has delivered a signed copy of the Work Order to Contractor. A sample Work Order is attached
hereto as Exhibit “D”. The execution and delivery of this Agreement does not mean that any work
will be awarded to Contractor or that any Work Orders will be issued to Contractor, but merely
sets forth the terms and conditions which govern the parties’ relationship in the event Work Orders
are issued to Contractor. Notwithstanding anything to the contrary, all termite and other wood-
destroying organisms, bed bug, and VitalClean ™ services (if any) shall require and be governed
by a separate agreement and may not be initiated by a mere Work Order, as different warranty,
legal, and service terms and conditions apply to such specialty services as compared to the terms
and conditions within the Contract Documents.

    3. STATEMENT OF WORK: Contractor shall furnish all labor, equipment, materials,
services, and facilities required to perform the work described and detailed in the Work Order, all
of which together constitutes the “Work”. The Work shall be performed in accordance with the
terms and conditions of these Contract Documents. If the Work is to be permanently installed on
any Owner real property or portion thereof, such real proportion or portion thereof shall be
described in the Work Order (each, a “Site”). Contractor represents and warrants that, prior to
accepting any Work Order, it has become familiar with the Site and the local conditions under
which the Work is to be performed.

    4. TIME TO COMMENCE AND COMPLETION: Each Work Order shall set forth the
date the Work thereunder is to be commenced and the date of Completion for the applicable
project. The term “Completion” shall mean the completion of all Work required by, and in strict
compliance with, the Contract Documents, including equipment start-up, testing, obtaining
regulatory approvals from all applicable authorities, and all preparations within the Scope of Work
as prepared by the Contractor necessary to operate or use the project for its intended purpose.

    5. CONTRACT PRICE: Each Work Order shall set forth the Contract Price, if the Contract
Price is to be a lump-sum, fixed-price, monthly fee, or shall set forth the methodology for
determining the Contract Price if it is based on a time-and-materials or unit-pricing basis.

   6.      PAYMENT:

        A. Upon Completion of the Work, Contractor shall submit an invoice for payment to
           Owner for the Contract Price.

        B. If the Contract Price is based on a time-and-materials/unit pricing basis, Contractor
           shall include with the invoice such information and documentation detailing the rates,

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                               DEKALB COUNTY SCHOOLS
                         MEMBER SPECIFIC AGREEMENT FOR
                         SOURCEWELL CONTRACT NO. 042821,
                             PEST MANAGEMENT SERVICES
           time and materials expended on the Work, with such timesheets, invoices, receipts and
           other supporting documentation and information verifying the amounts for which
           payment is sought as Owner may reasonably require, calculated at the rates set forth in
           Contractor’s Bid/Proposal/Quote.

        C. Owner shall promptly review such invoice and shall make payment of all undisputed
           amounts due thereunder within thirty (30) days of its receipt of such invoice, provided
           that Contractor has provided Owner with all close-out documentation. Owner reserves
           the right to withhold payment if Contractor, without proper justification, is not making
           payments to its Subcontractors, if Contractor fails to correct defective work as required
           hereunder or other good and sufficient cause.


        D. . Neither payment to Contractor nor utilization of the project by the Owner shall be
           interpreted or construed as an acceptance of any Work which is not strictly in
           compliance with the requirements of the Contract Documents.

     7. TERM: The term of this Agreement is for a period of one (1) year from the date hereof
(the “Initial Term”). In addition to the Initial Term, this Agreement also contains two (2) additional
one-year optional renewal periods which would end collectively on June 18, 2026 unless cancelled
sooner by Article 22 of Sourcewell Contract Number 42821 (each, a “Renewal Term” and,
collectively with the Initial Term, the “Term”), which option may be exercised by Owner solely
in its discretion and upon the receipt of such approvals from Owner’s Board of Education as may
be required. Additionally, as required by O.C.G.A. § 20-2-506, this Agreement shall terminate
absolutely and without further obligation on the part of Owner at the end of the calendar year in
which it was executed and at the close of each succeeding calendar year for which it may be
renewed; provided, however, that this Agreement shall be automatically renewed each calendar
year unless Owner delivers a notice of non-renewal to Contractor at least thirty (30) days prior to
the end of such calendar year, unless this Agreement has otherwise been terminated as provided
herein. At the end of the Term, Owner may elect to have Contractor complete any open Work
Order(s) or terminate such Work Order(s), in Owner’s sole and absolute discretion.

   8.      CONTRACTOR’S RESPONSIBILITIES:

        A. Pursuant to this Agreement and each Work Order, Contractor shall:

           (1) have and maintain, at all times during the performance of the Work, all licenses
               necessary for the performance thereof, and shall obtain and pay for all permits and
               approvals required to perform the Work;

           (2) at all times give all notices and comply with all laws, ordinances, rules and
               regulations applicable to the Work, and promptly notify Owner if it observes any
               Work which is conflict with any such requirements;

           (3) pay all sales, consumer, use and similar taxes for the Work as required by law;

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                     DEKALB COUNTY SCHOOLS
                  MEMBER SPECIFIC AGREEMENT FOR
                  SOURCEWELL CONTRACT NO. 042821,
                    PEST MANAGEMENT SERVICES

   (4) supervise and direct the Work efficiently and with its best skill and attention, using
       such means, methods, techniques, sequences and procedures of construction as
       Contractor deems appropriate, and perform the Work in compliance with the terms
       and conditions of the Contract Documents and the standard of care applicable to
       services of the type, scope and complexity assigned to Contractor;

   (5) provide adequate, competent, suitably qualified personnel and labor, equipment,
       materials, transportation, machinery, tools, appliances, fuel, utilities, sanitary
       facilities and all other facilities and incidentals necessary or required to perform the
       Work, all of which shall be maintained in good working order throughout the
       performance of the Work;

   (6) provide all materials and equipment to be installed in the Work, which shall be new
       and in first-class condition and which shall be applied, installed, connected, erected,
       used, cleaned and conditioned in accordance with the instructions of the applicable
       manufacturer, fabricator or processor;

   (7) be fully responsible to Owner for all acts and omission of any Subcontractors and
       suppliers or other persons directly or indirectly involved in performing the Work,
       and ensure that all such Subcontractors and suppliers are paid for such work, and
       indemnify and defend the Owner from any claims with respect thereto;

   (8) be responsible for initiating, maintaining and supervising all safety precautions and
       programs in connection with the Work, including all necessary precautions for the
       safety and protection of, all employees on the Work and others who may be affected
       thereby, the Work itself, and all other structures and areas adjacent to or on or about
       the Site;

   (9) keep the Site free from accumulations of waste materials, rubbish and other debris
       resulting from the Work, and at the completion of the Work remove all waste
       materials, rubbish and debris from and about the Site as well as all tools,
       construction equipment and machinery and surplus materials, and leave the Site
       clean and ready for occupancy or use by Owner; and

   (10)       cooperate with Owner’s designated representative, consult with the
       Owner’s representative before finalizing recommendations or taking action at
       milestones or other key decision points, provide any requested information and
       meet, consult and coordinate the Work with Owner’s representative.

B. Contractor shall maintain strict discipline among all personnel employed at the Site,
   and no person under the influence of drugs or alcohol shall be allowed on the property
   of Owner, nor shall any person employed on the Site have in his or her possession any
   drugs, alcohol or firearms. Unprofessional conduct, including but not limited to
   horseplay, wrestling, fighting, or the wearing of clothing containing vulgar, immoral

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                           DEKALB COUNTY SCHOOLS
                     MEMBER SPECIFIC AGREEMENT FOR
                     SOURCEWELL CONTRACT NO. 042821,
                         PEST MANAGEMENT SERVICES
        or unwholesome words or images or promoting the same, shall not be permitted or
        allowed. No employee, Subcontractor or representative of Contractor shall use any
        tobacco product while at the Site.

     C. Contractor shall indemnify, defend and hold Owner and its Board of Education,
        officers, employees and agents (“Indemnitees”)harmless from and against all claims,
        liabilities, damages, losses, costs and expenses of every type whatsoever including,
        without limitation, reasonable attorneys’ fees and expenses of litigation, to the extent
        it is in connection with Contractor’s negligent or wrongful performance of the Work,
        provided that such claim, liability, damage, loss, cost or expense is due (1) to sickness,
        bodily injury, disease or death, or to (2) loss or destruction of tangible property (other
        than the Work itself), including loss of use resulting therefrom, in each case to the
        extent caused by the negligence or willful misconduct of Contractor or anyone for
        whose acts Contractor is or may be responsible or liable (including, without limitation,
        any employees or agents of Contractor or any Subcontractors, sub-subcontractors or
        material suppliers).Contractor shall not be required to indemnify Owner from any
        claim, liability, damage, loss, cost or expense to the extent caused by or resulting from
        the negligence of Indemnitees; provided, however, the preceding limitation shall not
        limit or affect any obligation of Contractor under any workers’ compensation or
        coverage or insurance specifically relating to workers’ compensation except to the
        extent any such claim is the result of an Indemnitee’s negligence or willful misconduct.

9.      OWNER’S RESPONSIBILITIES:

     A. The Owner will provide Contractor with an accurate description of the Site and an
        accurate statement concerning physical conditions at the Site relevant or applicable to
        the Work including, if appropriate, available surveys, plans or specifications describing
        the physical characteristics, legal limitations, and utility locations at the Site.

     B. The Owner will provide Contractor and its employees and Subcontractors full and
        uninhibited access to the Site (or portion thereof on which the Work is to be performed)
        and any area reasonably necessary to access the Site and perform the Work.

     C. The Owner shall have the right, at its sole discretion, to demand and require that
        Contractor remove any employee or Subcontractor working on any project and to
        replace the same, without cost or liability to Owner.

     D. The Owner shall extend all reasonably necessary cooperation to ensure satisfaction
        from pest services, including: availability of premises; appropriate sanitation; and
        corrective construction measures (“Obligations”). Failure of the Owner to take
        necessary steps to correct conditions reported to it or to otherwise comply with these
        Obligations will relieve Contractor of its obligations under any applicable satisfaction
        guarantee, and will permit Contractor, at its discretion, to terminate this Agreement
        with thirty (30) days written notice.


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                             DEKALB COUNTY SCHOOLS
                          MEMBER SPECIFIC AGREEMENT FOR
                          SOURCEWELL CONTRACT NO. 042821,
                            PEST MANAGEMENT SERVICES

   10. LIMITATION OF LIABILITY:

           (1) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
               OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
               SPECIAL, OR CONSEQUENTIAL DAMAGES RELATED TO THIS
               AGREEMENT, OR THE SERVICES PERFORMED HEREUNDER
               INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR ANTICIPATED
               PROFITS, PRODUCTION DELAYS, BUSINESS INTERRUPTION, OR LOSS
               OF REPUTATION OR GOODWILL.

           (2) Owner expressly releases Contractor from liability for any claim for personal injury
               (including stings or bites from fire ants, spiders, or any other pests) or property
               damage (to include the structure or contents) caused by any pests.

    11. TERMINATION OF THE AGREEMENT: Either party may terminate this Agreement
and all open Work Orders outstanding hereunder upon the occurrence of any material breach by
the other party to this Agreement by giving written notice of such breach to the breaching party,
which notice shall describe the alleged breach. This Agreement will terminate after the receipt of
such notice unless the breaching party has cured such breach within ten (10) days from its receipt
of such notice or, in the event said breach cannot be cured within ten (10) days, has failed to
commence and diligently pursue curing of said breach. In addition, the Owner may terminate this
Agreement for its convenience at any time and for any (or no) reason upon at least thirty (30) days’
written notice to Contractor. Contractor may terminate this Agreement for its convenience at any
time and for any (or no) reason upon at least sixty (60) days’ written notice to Owner. In either
case, all outstanding invoices or monies due for Work performed through the termination date shall
be due and payable as of the termination date, less any amounts (if any) due to Owner from
Contractor. Owner further reserves the right to suspend Contractor’s performance of the Work
should Contractor repeatedly fail or refuse to perform the Work as required herein, and Contractor
shall not be permitted to resume work until such deficiencies have been corrected to Owner’s
satisfaction. Contractor shall not be entitled to any extension of the Contract Time or increase in
the Contract Price as a result of such suspension.

    12. SUBCONTRACTORS: Should Contractor enter into any subcontracts in connection with
the performance of the Work, all such subcontracts shall be in writing and shall incorporate all the
terms and conditions set forth herein. Contractor will not employ any Subcontractor against whom
Owner may have reasonable exception, and will not make any substitution for any Subcontractor
who has been accepted by Owner except with good cause. Contractor shall be fully responsible
for all acts and omission of its Subcontractors. Nothing in this Agreement will create any
relationship between Owner and any Subcontractor. Contractor shall indemnify, defend and hold
Owner harmless from and against any and all claims for payment made by any Subcontractors and
shall, within three (3) days of written demand from Owner, bond off or remove any lien filed
against Owner’s property by any Subcontractor. Should Contractor fail and/or refuse to remove
any such lien, or should any Subcontractor otherwise notify Owner of non-payment by Contractor,
Owner may, at its option, make payment jointly to Contractor and its Subcontractor(s).

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                            DEKALB COUNTY SCHOOLS
                         MEMBER SPECIFIC AGREEMENT FOR
                         SOURCEWELL CONTRACT NO. 042821,
                           PEST MANAGEMENT SERVICES

     13. INSURANCE: Contractor shall maintain all insurance policies as required by the
Contract. Contractor shall not commence Work under this Agreement or any Work Order until it
has obtained all the insurance so-required and delivered certificates of insurance evidencing such
coverages to Owner, nor shall Contractor allow any Subcontractor to commence work on a
subcontract until Subcontractor has provided the insurance required hereunder. The insurance
required shall be maintained in full force and effect during the performance of the Work until
Completion. Owner shall be named as an additional insured, blanket endorsement acceptable, on
all policies (except for Worker’s Compensation).


    14. PAYMENT AND PERFORMANCE BONDS: Owner reserves the right, at its option,
to require Contractor to provide payment and performance bonds in an amount equal to one
hundred percent (100%) of the Contract Price for any Work Order or project. In such event,
Contractor shall promptly provide such bonds upon Owner’s request, issued by a surety acceptable
to Owner in its commercially reasonable discretion.




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                             DEKALB COUNTY SCHOOLS
                          MEMBER SPECIFIC AGREEMENT FOR
                          SOURCEWELL CONTRACT NO. 042821,
                            PEST MANAGEMENT SERVICES

   15. WARRANTY: Contractor shall warrant all materials and labor as set forth in the Contract.

    16. IMMIGRATION COMPLIANCE: Contractor and all Subcontractors shall comply with
all state and federal immigration laws, rules and regulations, and the Contractor and all
Subcontractors shall provide Owner with the completed, signed and notarized forms required for
compliance with the Georgia Security and Immigration Compliance Act, as amended by the Illegal
Immigration Reform Act of 2011, O.C.G.A. § 13-10-90 et seq., prior to performance of any Work
hereunder.

    17. DISPUTE RESOLUTION: All claims, disputes, and other matters in question between
the Owner and Contractor arising, out of, or relation to, this Agreement or the breach hereof, shall
be mediated in good faith as a prerequisite to litigation. Either party may file a request for
mediation at any time; provided, however, that such mediation shall not take place until after
Completion has been achieved. The mediation shall take place in Atlanta, Georgia. Each party
shall bear its own costs and expenses in connection with such mediation and the parties shall divide
and pay the mediator’s fees and expenses equally. Should the parties be unable to resolve any
dispute or claim in mediation, either party may file a lawsuit in the Superior Court of DeKalb
County, Georgia, or the United States District Court for the Northern District of Georgia, if
applicable, following the conclusion of the mediation. Each party hereby irrevocably consents to
the exclusive jurisdiction of such court and the laying of venue therein.

   18. GOVERNING LAW: This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia without regard to its conflicts of law principles.

    19. NO WAIVER: No waiver by either party of any default by the other party in the
performance of any provision of this Agreement shall operate as or be construed as a waiver of
any future detail, whether like or different in character.

    20. SEVERABLILTY: If any provision of this Agreement, or application thereof to any
person or circumstance shall to any extent be invalid, such invalidity shall not affect the
enforceability of the remainder of the Agreement or its enforceability in relation to other persons
or circumstances.

    21. NO THIRD-PARTIES: Nothing contained in this Agreement or any Work Order shall
create a contractual relationship with or cause of action in favor of a third-party against Owner.

    22. INDEPENDENT CONTRACTOR: Contractor shall perform as an independent
contractor and not as an employee or representative of Owner. Contractor retains sole and
exclusive liability for all contributions, taxes or payment required to be made on account of
Contractor’s employees under federal or state tax or labor laws, unemployment and workers’
compensation acts, social security acts, and all other legislation requiring employer contributions
or withholdings.



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                                DEKALB COUNTY SCHOOLS
                          MEMBER SPECIFIC AGREEMENT FOR
                          SOURCEWELL CONTRACT NO. 042821,
                             PEST MANAGEMENT SERVICES
    23. BACKGROUND CHECKS: A criminal background check must be performed on all
contractors, consultants, subcontractors, volunteers and vendors (“Individuals”) who provide
services on Owner’s premises, supervise services on Owner’s premises or have contact with
students. All Individuals shall undergo the same criminal background check, within the last 365
days, as required of Owner’s own employees. Such background checks shall be performed by
Owner at the expense of the Individual at a cost of $45.00 per person. Upon receipt and evaluation
of the background check, Owner may demand that the Individual have no contact with students or
parents, or exclude such Individual from performing work on Owner’s premises or otherwise for
Owner, in its sole and absolute discretion. Owner may make such determination regardless of
whether such charges may have been dismissed, expunged, sealed, removed from the record,
treated under “first offender” status or dead docketed. Any failure by Contractor to obtain a
criminal background check for any Individual as required herein, may result in the termination of
this Agreement and/or Work Order(s) without penalty to Owner.

   24. RIGHT TO AUDIT; COST PRINCIPLES:

       A. Contractor shall maintain complete and accurate books and records with respect to
          services, cots, expenses, receipts and other information necessary to verify the scope
          or charges for any services and/or materials provided under this Agreement and any
          Work Order. Contractor understands and agrees that Owner, upon reasonable written
          request, has the right to review documents and work in progress and to audit financial
          and other records pertaining to the performance of the Work under this Agreement,
          whether such records were prepared by Contractor or anyone else associated with the
          Work. At any time prior to the date which is five (5) years following the final payment
          under this Agreement, Contractor shall provide Owner, at Owner’s reasonable expense,
          a copy of all such records within thirty (30) business days of a written request from
          Owner. At any time prior to the date which is five(5) years following final payment
          under this Agreement, Owner’s rights shall also include access at reasonable times, and
          upon reasonable written request, to Contractor’s facilities for the purpose of
          interviewing employees and inspecting and copying (at Owner’s reasonable expense)
          such books, records, accounts and other material which may be relevant to a matter
          under investigation. Contractor shall, at no cost to Owner, furnish reasonable facilities
          and assistance for such review and audit. Contractor agrees to maintain such records
          for a period of five (5) years following final payment under this Agreement.

       B. To the extent that an audit by Owner, Owner’s independent auditors or a designee of
          any of them, discloses excess charges inaccurately or improperly attributed to this
          Agreement by Contractor, Contractor agrees to remit the amount of the overpayment
          to Owner within thirty (30) days after written demand.

       C. Contractor agrees that the Contract Cost Principles and Procedures, 48 C.F.R., F.A.R.
          Part 31, shall be used to determine the allowability of individual items of cost. Any
          costs for which payment has been made to Contractor that are determined by
          subsequent audit to be disallowed thereunder shall be repaid to Owner as set forth
          above.

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                            DEKALB COUNTY SCHOOLS
                         MEMBER SPECIFIC AGREEMENT FOR
                         SOURCEWELL CONTRACT NO. 042821,
                           PEST MANAGEMENT SERVICES

    25. ENTIRE AGREEMENT; AMENDMENT: The Contract Documents, including any and
all exhibits attached hereto which are incorporated herein by reference, represents the entire
understanding and agreement between the parties hereto relating to the Work and supersedes any
and all prior agreements, whether written or oral, that may exist between the parties regarding
same. No amendment or modification to the Work or this Agreement or any waiver of any
provision hereof shall be effective unless in writing signed by the party so to be bound thereby.



       IN WITNESS WHEREOF, the parties have caused this Member Specific Agreement to be
executed by their duly authorized representative as of the date first set forth above.

OWNER:                                              CONTRACTOR:
DEKALB COUNTY BOARD OF                              ORKIN, LLC
EDUCATION



By: _________________________                       By:
Name: Dr. Devon Q. Horton                           Name: Brandon Newton
Title: Superintendent                               Title: Branch Manager
Date:_________________________                      Date: 7/19/2023




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   DEKALB COUNTY SCHOOLS
MEMBER SPECIFIC AGREEMENT FOR
SOURCEWELL CONTRACT NO. 042821,
  PEST MANAGEMENT SERVICES
          EXHIBIT A




               4
   DEKALB COUNTY SCHOOLS
MEMBER SPECIFIC AGREEMENT FOR
SOURCEWELL CONTRACT NO. 042821,
  PEST MANAGEMENT SERVICES
          EXHIBIT B




               5
   DEKALB COUNTY SCHOOLS
MEMBER SPECIFIC AGREEMENT FOR
SOURCEWELL CONTRACT NO. 042821,
  PEST MANAGEMENT SERVICES
          EXHIBIT C




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                           DEKALB COUNTY SCHOOLS
                        MEMBER SPECIFIC AGREEMENT FOR
                        SOURCEWELL CONTRACT NO. 042821,
                          PEST MANAGEMENT SERVICES
                            EXHIBIT D– WORK ORDER

PROJECT/SITE:                       __________________________________

ISSUE DATE:                 __________________________________

COMMENCMENT DATE: __________________________________

COMPLETION DATE:            __________________________________


WORK REQUESTED:             ______________________________________________________
                            ______________________________________________________
                            ______________________________________________________
                            ______________________________________________________
                            ______________________________________________________
                            ______________________________________________________
                            ______________________________________________________

PAYMENT:                    Lump-sum/Fixed-price: _________________________

** This Work Order is subject to the terms and conditions of the Member Specific Agreement,
the terms and conditions of which are expressly incorporated herein by reference.

OWNER:                                            CONTRACTOR:
DEKALB COUNTY BOARD OF                            ORKIN, LLC
EDUCATION




By: _________________________                     By:
Name: _______________________                     Name: Brandon Newton
Its: __________________________                   Its: Branch Manager




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