HomeMy WebLinkAboutR-2018-148 Textile Recycle Bin Agreement with FLSC, LLC Authorization RESOLUTION NO. 2018-148
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING CITY OFFICIALS TO EXECUTE AN
AGREEMENT WITH FLSC, LLC, D/B/A FLORIDA TEXTILE RECYCLING
PROGRAMS, UNDER THE CITY OF GREENACRES, FLORIDA REQUEST
FOR PROPOSALS ("RFP") NO. 18-005, PRESENTLY EXISTING BETWEEN
THE CONTRACTOR AND THE CITY OF GREENACRES FOR A TEXTILE
RECYCLING AND COLLECTION BIN PROGRAM; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City is requesting City Commission approval to enter into an Agreement
with FLSC, LLC, a Florida Limited Liability Company, d/b/a Florida Textile Recycling Programs
("Contractor"), for a"Textile Recycling and Collection Bin" Program, under an award by the City
of Greenacres of a Franchise Agreement to the Contractor, a copy of which Agreement is attached
as Exhibit"A; and
WHEREAS, the Contractor and the City will agree, in writing, to mutually select the
locations of twenty five (25)textile recycle bins prior to placement by the Contractor; and
WHEREAS, the Contractor will provide an annual fee to the City of Two Thousand
Dollars ($2,000.00) for each bin for a total annual amount of Fifty Thousand Dollars
($50,000.00), to be paid to the City in equal monthly installments on the tenth day of each month,
commencing on January 10, 2019;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
Section 2. That the proper City officials are authorized to enter into an Agreement
with the Contractor; the City Manager and City Attorney are authorized and make minor
revisions to such Agreement as are deemed necessary and proper for the best interests of the
City.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall become effective upon its passage and adoption.
PASSED and ADOPTED on October 9, 2018.
ATTEST:
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THOMAS SCHNEIDER, CMC 4TARA JA
CITY CLERK �' OQ` MAYOR
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APPROVED A TO FO AND CORRECTNESS:
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THOMAS J. AN BRO
CITY ATTORN Y
2 RESOLUTION#2018-148
FRANCHISE AGREEMENT
Between
CITY OF GREENACRES, FLORIDA
And
FLSC, LLC D/B/A FLORIDA TEXTILE RECYCLING PROGRAMS
For
TEXTILE RECYCLING &COLLECTION BIN PROGRAM
RFP NO. 18-005
This is a Franchise Agreement, made and entered into by and between the CITY OF
GREENACRES, a municipal corporation of the State of Florida, (hereinafter the "CITY"), through its
City Council;
AND
FLSC, LLC D/B/A FLORIDA TEXTILE RECYCLI I RAMS successors and assigns, (hereinafter
"CONTRACTOR"). This Franchise Agreement dated, — . 2018.
WHEREAS, the CITY issued a Request for Prop I (RFP) for a textile and recycling bin
program; and
WHEREAS, the CONTRACTOR, in response to the RFP(18-005), submitted a proposal which
was relied upon by the City in selecting the CONTRACTOR to operate the Franchise; and
WHEREAS, the CITY desires to enter into an agreement with the CONTRACTOR under the
terms and conditions of the Contract as contained herein; and
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, of the mutual terms,
conditions, promises, covenants, and payments hereinafter set forth, CITY and CONTRACTOR agree
as follows:
SECTION 1: AGREEMENT
1.1 TERM OF FRANCHISE AGREEMENT
The term of this Agreement shall be for five (5) years beginning on June 1, 2018 and shall end on May
31, 2023, unless otherwise extended under the terms hereof. This provision in no way limits the City's
right to terminate this Agreement for cause at any time, pursuant to the Termination provisions of this
Agreement.
1.2 OPTION TO RENEW
CONTRACTOR and CITY agree that this Agreement may be renewed for an additional five (5) year
term upon mutual written consent of both parties. This provision in no way limits the City's right to
terminate this Agreement for cause at any time, pursuant to the Termination provisions of this
Agreement.
1.3 FRANCHISE
The CONTRACTOR shall for the term of the Contract have the exclusive franchise and the sole
obligation to operate and maintain a comprehensive Textile Recycling and Collection Bin Program
including the provision, placement, and maintenance of textile recycling collection bins in and upon
approved properties identified and specified in this Contract. No other services shall be exclusive to the
CONTRACTOR. The Contract specifically excludes the collection of recovered textile materials from
commercial service units in the service area in compliance with the requirements for a local government
found in §403.7046(3) F.S. (2014)and as may be amended from time to time.
The CITY shall enforce the exclusivity of this Contract through the Code Enforcement process. In the
event that it is determined that a commercial establishment has not contracted with a City-registered
Recoverable Hauler for textile recycling collection, the CITY shall notify the commercial establishment
to cure the noncompliance. If the noncompliance is not cured, the CITY may file an appropriate code
enforcement action before the City of Greenacres Code Enforcement Special Magistrate, or use any
other suitable legal remedy applicable thereto as determined by the City.
1.4 EXEMPTIONS
1. Residential: The CONTRACTOR shall in no manner prohibit the private and/or multi-family
residential community to donate clothing/textiles as they deem appropriate.
2. Commercial: This program shall not restrict any commercial establishment as defined in Florida
Statues 436.7046, that generates source-separated recovered materials to sell or otherwise
convey its recovered materials to the local government or to a facility designated by the local
government, nor may the local government restrict such a generator's right to sell or otherwise
convey such recovered materials to any properly certified recovered materials dealer who has
satisfied the requirements of this section.A local government may not enact any ordinance that
prevents such a dealer from entering into a contract with a commercial establishment to
purchase, collect, transport, process, or receive source-separated recovered materials.
SECTION 2: DEFINITIONS
For the purpose of this Agreement, the definitions contained in this Section shall apply unless otherwise
specifically stated. If a word or phrase is not defined in this Section,the definition of such word or phrase
as contained in the Code of the CITY shall apply. To the extent the definitions contained herein conflict
with similar definitions contained in any federal, state or local law, the definition herein shall prevail.
Definitions contained herein shall not be interpreted to require the CONTRACTOR to undertake any
conduct contrary to federal, state, or local law. When consistent with the context, words used in the
present tense shall include the future, words in the plural shall include the singular, and use of the
masculine gender shall include the feminine gender. The word "shall" is always mandatory and not
merely discretionary.
A. Advertising shall mean any City-approved written communication for the purpose of promoting
the City's Textile Recycling and Collection Bin Program either in a written advertisement upon
one of the Contractor's recycling bins,advertisement on the CONTRACTOR'or CITY's website,
or by use of any other promotional device previously approved by the City. The
CONTRACTOR'S name in which it is doing business and written communication as specified in
the Contract or written communication as directed by the CITY Manager or his/her designated
representative(s), shall not be considered Advertising.
B. Agreement shall mean this Exclusive Franchise Agreement for establishing and operating a
Textile Recycling and Collection Bin Program in the CITY.
Page 2 of 15
C. Applicable Law shall mean any local, state, or federal statute, law, constitution, charter,
ordinance,judgment, order, decree, permit, rule, regulation, directive or policy which is in effect,
enacted, promulgated, issued or enforced by a court, administrative hearing officer or before a
governmental body, during the term of this Contract, and related in any manner to the
performance of the CITY or CONTRACTOR under this Contract.
D. CITY shall mean the CITY of Greenacres, Palm Beach County, Florida.
E. CITY Council shall mean the CITY Council of the CITY.
F. CITY Manager shall mean the CITY Manager of the CITY, or his/her designated
representative(s).
G. City Owned Real Property shall mean real property owned by the CITY. Use (GU) zoning
designation, specifically excluding city-owned rights-of-way.
H. Citywide Real Property shall mean real property not owned by the CITY.
1. Collection shall mean the process whereby textile recyclables dropped off, delivered,
quantified, removed and transported from CONTRACTOR recycling bins, trucks and other
collection points.
J. Collection Bin shall mean any metal receptacle, with a defined capacity equal to a maximum
of 800 pounds designed or intended to be manually dumped into a loader-packer type collection
truck. All such Containers must be clearly marked in a manner that identifies it as a Textile
Recycling receptacle (a/k/a collection receptacle) so as to prohibit their use for the disposal of
other solid waste, medical waste, hazardous waste or foreign objects. The receptacle shall
display the CITY logo and CONTRACTOR information, including the name, telephone number,
and physical address of the business. CONTRACTOR shall put the following statement on each
collection receptacle: "This is not a charity. Textile recycling collections made here support a
for-profit business and are not tax deductible." In addition, these containers shall include a
notification system that will help limit the number of container pickups. The quantity, style and
color(s)of the Textile Recycling Collection Receptacles shall be approved by the CITY Manager
or his/her designated representative(s).
K. Community Events shall mean events sponsored or co-sponsored by the CITY and
CONTRACTOR.
L. Contract Coordinator shall mean the CITY employee designated by the City Manager to be
the CITY's official representative, or if no such party shall thereby be so designated, it may be
the City Manager, regarding matters pertaining to this Contract.
M. Contractor shall mean the person or entity named above that has entered into this Contract to
provide and manage the Textile Recycling and Collection Bin Program described herein for the
Service Area.
N. County shall mean Palm Beach County, Florida.
O. Day Bin Trucks shall mean trucks that are utilized to pick up textiles from collection bins and
may be utilized to ensure cleanliness at high volume locations as long as they are attended,
limited in operation from 8:00 AM to 5:00 PM daily, and must be removed from each high volume
site daily.
Page 3 of 15
P. Franchise Fee shall mean the revenues paid from the CONTRACTOR to the CITY for the right
to the textile recycling and collection franchise.
Q. Gross Revenues shall mean all revenues collected by the CONTRACTOR, from any source
whatsoever, arising from, attributable to or in any way derived from the Textile Recycling
services it provides pursuant to this Contract.
R. Hazardous Waste shall mean Solid Waste, or a combination of Solid Wastes, because of its
quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or
significantly contribute to, an increase in mortality or an increase in serious irreversible or
incapacitating reversible illness or may pose a substantial present or potential hazard to human
health or the environment when improperly transported, disposed of, stored, treated, or
otherwise managed; any waste, substance, object or material deemed hazardous under: (i)
Section 403.703, Florida Statutes; (ii) RCRA, 42 U.S.C.A § 6901 et seq.; (iii) CERCLA, 42
U.S.C.A. § 9601 et seq; (iv) Toxic Substances Control Act, 15 U.S.C. §2601, et seq., and in
each case, applicable regulations promulgated thereunder. The term does not include human
remains that are disposed of by persons licensed under Chapter 470, Florida Statutes.
S. Ordinance shall mean those parts of the code of the CITY.
T. Recovered Materials shall mean those materials meeting the statutory definition set forth in
F.S. 403.7046. Recovered Materials that meet the statutory definition are metal, paper, glass,
plastic, textile, or rubber materials that have known recycling potential, can be feasibly recycled
and have been diverted and source separated or have been removed from the Solid Waste
stream for sale, use or reuse as raw materials,whether or not the materials require subsequent
processing or separation from each other, but does not include materials destined for any use
that constitutes disposal. Recovered Materials as described above are not Solid Waste.
Construction and Demolition Debris is not Recovered Materials.
U. Recyclable Materials shall mean those materials which are capable of being recycled and
which would otherwise be processed or disposed of as Solid Waste. Textiles, for purposes of
this exclusive franchise agreement, are Recyclable Materials to be collected by the Contractor
under the parameters of this contract. Other known Recyclables shall include all materials that
are accepted by a Designated Recycling Facility. These materials may be re-defined by the
CITY from time-to-time, at the sole discretion of the CITY.
V. Recyclinu shall mean any process by which materials which would otherwise have been Solid
Waste, are collected, separated, or processed and reused or returned to use in the form of raw
materials or products. The recycling process shall include the Textile Recycling program
undertaken by the City through its exclusive franchise agreement with the Contractor, with the
intent of redistributing textiles for reuse, return to use and for avoidance of landfill depletion.
W. Service Area shall mean the municipal limits of the CITY.
X. Unacceptable Waste shall refer to(a) Solid Waste; (b) Construction and Demolition Debris (c)
Recoverable items other than Textiles(d)Hazardous Wastes, cleaning fluids, hazardous paints,
acids, caustics, poisons, radioactive materials, fine powdery earth used to filter cleaning fluid,
and refuse of similar nature; (e) any controlled substances regulated under the Controlled
Substances Act,21 USC 801 et seq., or any equivalent state law;(f)and,all other items of waste
which the Contractor reasonably believes would be likely to pose a threat to public health or
safety or the acceptance and disposal of which may cause damage to the Designated Textile
Recycling Facility or that which may be in violation of any judicial decision, order, action, permit,
authorization, license, approval or registration of any federal, state or local government or any
agency thereof, or any other regulatory authority or applicable law or regulations.
Page 4 of 15
SECTION 3: SCOPE OF SERVICES TO BE PROVIDED TO THE CITY
The CONTRACTOR shall provide all Textile Recycling Services, as defined in Section 3 herein, within
the Service Area, except as provided herein. Said service shall include, but may not be limited to the
following which may be subject to modification by agreement of the parties:
3.1 FRANCHISE SERVICES
The CITY hereby grants the CONTRACTOR the right to erect, place, maintain, and install CITY
approved textile recycling collection bins at City-owned or private properties as approved by the CITY.
3.2 COLLECTION BIN LOCATIONS
Upon contract execution, CONTRACTOR shall have the right to erect an approved number of collection
bins and may utilize up to 4 day bin trucks, at high volume locations, on approved City or private
properties. CONTRACTOR may seek the right to add additional collection bins based on the approval
of the City Contract Coordinator. The approval process will be done by permit application, review and
approval.
The CITY Contract Coordinator or his/her designated representative(s) must approve of all proposed
containers prior to placement. The day bin trucks shall be utilized at a maximum of 4 high volume
locations and may be in operation from 9:00 AM—5:00 PM daily. These trucks must be attended and
removed daily. No overnight parking is permitted.
The CITY Contract Coordinator or his/her designated representative(s) reserves the right to deny the
CONTRACTOR'S collection bins access to certain public lands inside the CITY where it is in the best
interest of the general public to do so due to conditions of such areas, including aesthetics, streets and
traffic flow. The CONTRACTOR shall use best efforts to not interrupt the quality of life for any residents.
No collection of any Textile Recycling Collection Bin may be undertaken before 7:00 A.M. or after 7:00
P.M. on any week day and no collection may occur on any Saturday, Sunday or Holiday.
CONTRACTOR may seek exemption for collection regulations found herein from the City Contract
Coordinator or his/her designee if it can be shown that no deleterious impact upon CITY residents will
occur.
Prior to its placement of a Textile Recycling Collection Bin on a City-owned property, CONTRACTOR
shall request and receive the written approval of the CITY for any Public Property location placement
via permit application process. The bins shall be required to meet the CITY'S minimum requirements.
Prior to the placement of any Textile Recycling Collection Bin on privately-owned property, the
Contractor shall submit written authorization from the Private Property Owner permitting said placement
that shall be submitted to the City prior to the approval of each private property location placement via
permit application process. The bins shall be required to meet the CITY'S minimum requirements.
3.3 COLLECTION BIN INSTALLATION, MAINTENANCE AND REMOVAL
All costs and expenses associated with the installation, removal, replacement, repair, maintenance, and
general overall appearance including labor and materials,of collection bins, pursuant to this Agreement
shall be borne solely by CONTRACTOR.
Page 5 of 15
Installation and placement of all collection bins shall comply with all Federal, State, and Local rules and
regulations;this shall include compliance with the Americans with Disabilities Act and applicable Florida
Department of Transportation (FDOT) regulations.
CONTRACTOR shall install, maintain, and keep in good repair any and all such units that are placed in
the CITY. Vandalized or otherwise damaged collection bin shall be replaced or repaired within seventy-
two(72) hours.
CITY agrees to issue a no fee permit for all collection bins and any other appurtenances that are part
of the installations covered by this Agreement. All CITY inspections of said installations shall be
scheduled by CONTRACTOR for each bin and be required to meet CITY Code and/or other applicable
laws.
At all times, CONTRACTOR shall maintain the units in a safe condition and shall make regular
inspections at least two (2) times per week to ascertain that all units are safe and in good condition.
CONTRACTOR shall maintain each unit in a good state of repair and appearance, and shall keep the
surrounding area free of debris, and other rubbish. CONTRACTOR has seventy-two (72) hours to
inspect, repair, and make safe any faulty unit that is reported or discovered during regular inspection.
CONTRACTOR shall use good faith efforts to remove debris in an area ten (10)feet from each side of
the shelter.
CITY shall have the right to request removal and/or the relocation of a unit if the continued maintenance
at the location concerned, will obstruct traffic or create a hazard to the public safety, welfare or
convenience.
CONTRACTOR shall remove all CONTRACTOR owned property at the conclusion of the term of this
Agreement, in the event that the Agreement is not extended. If CONTRACTOR fails to remove said
property, within sixty(60) days of the date if the expiration of the Agreement the CITY shall have the
right to accomplish said removal, with CONTRACTOR indemnifying the CITY and agreeing to
reimburse CITY for all costs incurred for the removal.
In an Emergency event such as a hurricane warning, tornado, major storm, natural disaster, or other
such event, the CITY Contract Coordinator or his/her designated representative(s) shall request that
the CONTRACTOR remove all existing Textile Recycling and Collection Bins to a preapproved location
in City or at an existing safe storage facility provided by the CONTRACTOR.
SECTION 4: FRANCHISE AGREEMENT TERMS
4.1 FRANCHISE FEES
The Franchise Fees/Payments shall be paid as follows:
CONTRACTOR shall pay$50,000($2,000 per bin)per year to the City as guaranteed revenue in equal
monthly installments on the 1001 day of each month, commencing July 10, 2018. Payment shall be
submitted with monthly weight report. FTR shall provide monthly weight reports to the City detailing the
amount of textiles recovered through the Program. For any additional bins beyond the original twenty-
five (25) bins, contractor shall pay the City$2,000 per year per bin in equal monthly installments.
Pricing may be adjusted at the CITY'S discretion upon each annual renewal based on the percent
change in the Consumer Price Index, All Urban Consumers,for the Miami-Fort Lauderdale Region from
June to June of each prior and renewal year, as published by the United States Department of Labor.
Request for price adjustment shall be submitted to the City Contract Coordinator for approval at least
sixty(60) calendar days prior to implementation of the new contract period.
Page 6 of 15
If the agreement is terminated the parties agree that any payments due, will be prorated to the actual
termination date.
4.2 CONTRACTOR GOODWILL
The CONTRACTOR agrees to work with the City to hold two (2) annual clothing and shoe drives, not
to exceed one (1) week per drive to benefit the City. Revenue received by the City will be earmarked
for education, safety, or otherwise directed by the City Council. The CONTRACTOR shall provide
advertising, vehicles, and personnel subject to the City's approval. The City shall provide the collection
locations for these drives. CONTRACTOR shall pay the City $0.10 per pound of textile recyclables
collected during the drives.
The contractor agrees to provide vouchers totaling $2,500 annually in increments of $25 each at a
location of the City's choosing for the CITY's Community Endowment recipients at the CITY's
discretion.
4.3 AUDITING
The CITY requests that the CONTRACTOR maintain monthly logs of the following substantive data:
1. Collection bins to be identified by site location;
2. Dates of collection from each collection bin;
3. Cumulative weight of respective bins during and at end of month;
4. Collective total weight tallied by monthly collections of CONTRACTOR
City may inspect and audit, or retain an independent third party to inspect and audit any and all books
and records of the CONTRACTOR relevant to the computation of the Textile Recycling Bin Program
collection total weight statistics, and may re-compute any amounts determined to be payable under this
Contract. CONTRACTOR shall preserve and make available, at reasonable times for examination and
audit by CITY,all financial records, supporting documents, statistical records, and any other documents
pertinent to this Agreement for the required retention period of the Florida Public Records Act, Chapter
119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public
Records Act is not applicable, for a minimum period of three (3) years after termination of this
Agreement. All books and records of the CONTRACTOR relevant to the determination of textile
recyclable franchise or associated fees due shall reside in the County. The cost of the audit will be
borne by the CONTRACTOR, if as a result of the audit, the CITY determines that the CONTRACTOR
has underpaid the textile recyclable payments owed in any amount.
4.4 METHOD OF BILLING AND PAYMENT
Any and all payments to the CITY shall be made payable to the following address:
City of Greenacres
Attn: Accounts Payable
5800 Melaleuca Lane
Greenacres, FL 33463
4.5 FAVORED NATION
In the event that the CONTRACTOR subsequently enters into an agreement for a term of more than 12
months (including renewal and option periods) for a textile recycling franchise with a governmental
agency anywhere within Palm Beach County of comparable population size (within 10% of Greenacres'
Page 7 of 15
Current Population) or less and under contract terms (an "Eligible Agreement"), the CONTRACTOR
shall provide the City with a copy of the Eligible Agreement within 60 calendar days of execution thereof.
If the City determines that the Eligible Agreement includes revenues that exceed the revenues as set
forth herein, the City may provide written notice to Contractor of City's determination, and, if the City
does so, the City's revenue shall automatically be increased to match the revenues of the Eligible
Agreement and shall commence to be paid within 60 calendar days after written notice from the City of
any such increase due was mailed by the CITY to the CONTRACTOR.
SECTION 5: INSURANCE AND INDEMNIFICATION POLICY
5.1 INSURANCE
5.1.1 CONTRACTOR shall provide, pay for, and maintain in force at all times during the services to
be performed, insurance, to include Workers' Compensation Insurance, Comprehensive
General Liability Insurance, and Automobile Liability Insurance with minimum coverage of at
least one million dollars ($1,000,000.00).
Such policy or policies shall be issued by United States Treasury approved companies
authorized to do business in the State of Florida and having agents upon whom service of
process may be made in the State of Florida. CONTRACTOR shall specifically protect CITY by
naming the CITY as an additional insured under the Product Liability Insurance Policy or
certificate.
Notice of Cancellation and/or Restriction: The policy(ies) must be endorsed to provide CITY
with thirty(30)days notice of cancellation and/or restriction.
5.1.2 Worker's Compensation Insurance to apply for all employees in compliance with the Workers
Compensation Law of the State of Florida and such state where work is performed and all
applicable federal laws.
5.1.3 Comprehensive General Liability Insurance with minimum limits of one million dollars
($1,000,000.00) per occurrence combined single limit for bodily injury liability and property
damage liability. Coverage must be afforded on a form no more restrictive than the latest edition
of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the
Insurance Services Office, and must include:
• Premises and/or Operations.
• Independent Contractors.
• Broad Form Property Damage.
• Broad Form Contractual Coverage applicable to this specific Agreement.
• Personal Injury Coverage with employee and contractual exclusions removed with
minimum limits of coverage equal to those required for Bodily Injury Liability and
Property Damage Liability.
The CITY is to be named as additional insured with CONTRACTOR liability arising out of
operations performed for CITY by or on behalf of CONTRACTOR or acts or omissions of
CONTRACTOR in connection with such operation.
Notice of Cancellation and/or Restriction: The policy(ies) must be endorsed to provide CITY
with thirty (30)days notice of cancellation and/or restriction.
5.1.4 Business Automobile Liability Insurance with minimum limits of one million dollars
($1,000,000.00) per occurrence combined single limit for bodily injury liability and property
damage liability. Coverage must be afforded on a form no more restrictive than the latest edition
Page 8 of 15 /"'�
of the Business Automobile Liability Policy, without restrictive endorsement, as filed by the
Insurance Services Office and must include:
• Owned vehicles.
Hired and non-owned vehicles.
Employers' non-ownership.
If no automobiles are owned by the CONTRACTOR, a statement to that extent will be provided
to the CITY. Notice of Cancellation and/or Restriction: The policy(ies) must be endorsed to
provide CITY with thirty(30)days' notice of cancellation and/or restriction.
5.1.5 CONTRACTOR shall provide to CITY prior to the effective date of this Agreement a Certificate
of Insurance or a copy of all insurance policies required by Section 6 including any subsection
thereunder. CITY reserves the right to require a certified copy of such policies upon request.
All endorsements and certificates shall state that CITY shall be given thirty (30) days' notice
prior to expiration or cancellation of the policy.
5.1.6 CONTRACTOR hereby acknowledges and agrees that any and all risk of loss regarding the
goods and services purchased hereunder shall be solely borne by CONTRACTOR until delivery
and acceptance by CITY of the goods and services. The Certificate Holder address shall read:
City of Greenacres
5800 Melaleuca Lane
Greenacres, FL 33463
5.2 PROPERTY DAMAGE
The CONTRACTOR shall be responsible for the repair or replacement, if repair is not adequate of any
damages to public or private property during the provision of textile recycling and collection service
caused by the CONTRACTOR or the CONTRACTOR'S representative.The CONTRACTOR shall notify
the City Contract Coordinator or his/her designee of any reports by city citizens or CONTRACTOR
employees of property damage within twenty-four(24) hours of occurrence or report.
5.3 INDEMNIFICATION
5.3.1 CONTRACTOR shall at all times hereafter, indemnify, hold harmless and defend CITY, its
agents, and employees from and against any claim, demand or cause of action of any kind or
nature arising out of error, omission or negligent act of CONTRACTOR, its agents, or employees
in the performance of services under this Agreement.
5.3.2 CONTRACTOR further agrees, at all times hereafter, to indemnify, hold harmless and defend
CITY, its agents, and employees from and against any claim, demand or cause of action of any
kind or nature arising out of any conduct or misconduct of CONTRACTOR resulting from the
performance of services under this Agreement for which CITY, its agents, or employees are
alleged to be liable.
5.3.3 CONTRACTOR acknowledges and agrees that CITY would not enter into this Agreement
without this indemnification of CITY by CONTRACTOR, and that CITY'S entering into this
Agreement shall constitute good and sufficient consideration for this indemnification. These
provisions shall survive the expiration or earlier termination of this Agreement. Nothing in this
Agreement shall be construed to affect in any way the CITY'S rights, privileges, and immunities
as set forth in Florida Statutes 768.28.
SECTION 6: TERMINATION
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This Agreement may be terminated with or without cause by the City upon one hundred twenty (120)
days prior written notice to the CONTRACTOR, provided however, that for first sixty (60) days of this
Agreement, the City may only terminate this Agreement for cause. Thereafter, the City may terminate
with or without cause. Upon termination, CONTRACTOR shall be obligated to removal any and all textile
collection bins within the City. The Agreement may be terminated for cause by the aggrieved party if
the party in material breach has not corrected the breach within thirty(30) calendar days after written
notice from the aggrieved party identifying the breach and the parties agree that a breach has occurred.
All Articles in this contract are material and a breach of any Article shall be grounds for termination for
cause. Notice of termination shall be provided in accordance with the "NOTICES" section of
this Agreement except that notice of termination by the City Manager, which the City Manager deems
necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly
confirmed in writing in accordance with the "NOTICES" section of this agreement.
For purposes of this Agreement, termination by CITY for cause includes, but is not limited to, the
following:
1. CONTRACTOR'S failure to keep, perform and observe each and every provision of this
Agreement and such failure continues for a period of more than seven (7)days after delivery to
CONTRACTOR of a written notice of such breach or default; and/or
2. CONTRACTOR'S abandonment of the work for a period of seven (7) days or more during the
course of a year. Such days need not be consecutive; and/or
3. Any material misrepresentation,written or oral, made by the CONTRACTOR to the CITY; and/or
4. Failure by the CONTRACTOR to timely perform and/or observe any or all of the covenants,
rules, regulations, guidelines or terms and conditions of this Agreement; and/or
5. Insolvency, bankruptcy, and/or suggestion of bankruptcy on the part of the CONTRACTOR or
the assignment of assets for the benefit of creditors by the CONTRACTOR.
CONTRACTOR recognizes and agrees that in the event of the termination or expiration of this
Agreement, it will be necessary to assist CITY and/or a selected successor to CONTRACTOR with an
orderly transition of work. CONTRACTOR shall be paid in accordance with Article ill for all services
rendered through the date of termination. All CITY artwork, materials, and supplies provided to
CONTRACTOR during the course of the work shall be returned in good condition (except for normal
wear and tear) upon termination.
SECTION 7: EQUAL OPPORTUNITY EMPLOYMENT
CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment
for work under this Agreement because of race, color, religion, sex, age, national origin, or disability
and will take affirmative steps to ensure that applicants are employed and employees are treated during
employment without regard to race, color, religion, sex, age, national origin or disability. This provision
shall include, but not be limited to, the following: employment upgrading, demotion or transfer;
recruitment advertising, layoff or termination;rates of pay or other forms of compensation; and selection
for training, including apprenticeships.
SECTION 8: PUBLIC ENTITY CRIME ACT
In accordance with Section 287.133, Florida Statutes, CONTRACTOR through execution of this
Agreement, certifies that it is not listed on the convicted vendors list maintained by the State of Florida,
Department of General Services.
Page 10 of 15
SECTION 9: THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this
Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement
and that no third party shall be entitled to assert a right or claim against either of them based upon this
Agreement.
SECTION 10: ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered
without the written consent of the other party. CITY may terminate this Agreement, effective
immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by
CONTRACTOR of this Agreement or any right or interest herein without CITY's written consent,
irrespective of any termination procedures identified herein.
CONTRACTOR represents that each person who will render services pursuant to this Agreement is
duly qualified to perform such services by all appropriate governmental authorities, where required, and
that each such person is reasonably experienced and skilled in the area(s) for which he or she will
render his or her services.
CONTRACTOR shall perform its duties, obligations, and services under this Agreement in a skillful and
respectable manner. The quality of CONTRACTOR's performance and all interim and final product(s)
provided to or on behalf of CITY shall be comparable to the best local and national standards.
SECTION 11: PERFORMANCE OF WORK BY CONTRACTOR/SUBCONTRACTOR
11.1 It is expressly agreed that CONTRACTOR is and shall be in the performance of all work,
services, and activities under this Agreement an independent contractor and not an employee,
agent, or servant of the CITY. All persons engaged in any work, service or activity performed
pursuant to this Agreement shall at all times and in all places be subject to CONTRACTOR'S
sole direction, supervision and control. CONTRACTOR shall exercise control over the means
and manner in which it and its employees perform and work, and in all manner in which it and
its employees perform the work, and in all respects CONTRACTOR'S relationship and the
relationship of its employees to the CITY shall be that of an independent contractor and not as
employees or agents of the CITY.
11.2 In the event CONTRACTOR, during the term of this Agreement, requires the services of any
subcontractors or other professional associates in connection with services covered under this
Agreement, CONTRACTOR must secure the prior written approval of CITY'S Purchasing
Agent. Any subcontractor authorized to perform under this Agreement shall be required to
possess the same insurance coverages as enumerated in Paragraph 5.1 herein.
SECTION 12: CONFLICTS
Neither CONTRACTOR nor its employees shall have or hold any continuing or frequently recurring
employment or contractual relationship that is substantially antagonistic or incompatible with
CONTRACTOR's loyal and conscientious exercise of judgment and care related to its performance
under this Agreement.
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In the event CONTRACTOR is permitted pursuant to this Agreement to utilize subcontractors to perform
any services required by this Agreement, CONTRACTOR agrees to require such subcontractors, by
written contract, to comply with the provisions of this section to the same extent as CONTRACTOR.
SECTION 13: MATERIALITY AND WAIVER OF BREACH
CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was
bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo, that each is
substantial and important to the formation of this Agreement and that each is, therefore, a material term
hereof.
CITY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision
or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be
deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms
of this Agreement.
SECTION 14: COMPLIANCE WITH LAWS
CONTRACTOR shall comply with all applicable federal, state, and local laws, codes, ordinances, rules,
and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement.
SECTION 15: CONTRACT COORDINATOR
The CITY'S Contract Coordinator during the performance of services pursuant to this Agreement shall
be Aileen Hernandez, Floodplain/Special Projects Coordinator.
SECTION 16: NO CONTINGENT FEE
CONTRACTOR warrants that it has not employed or retained any company or person, other than a
bona fide employee or sales representative working solely for CONTRACTOR to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or
firm, other than a bona fide employee or sales representative working solely for CONTRACTOR any
fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the
award or making of this Agreement.
SECTION 17: GOVERNING LAW AND VENUE
The Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary
to enforce the Agreement will be held in Palm Beach County and the Agreement will be interpreted
according to the laws of Florida. No remedy herein conferred upon any party is intended to be exclusive
of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No single or partial exercise by any party or any right, power, or remedy hereunder shall
preclude any other or further exercise thereof.
SECTION 18: ATTORNEY'S FEES
In any action brought by either party for the enforcement of the obligations of the other party, the
prevailing party shall be entitled to recover reasonable attorney's fees and costs.
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SECTION 19: AUTHORITY TO ENGAGE IN BUSINESS
CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses
and approvals required to conduct its business, and that it will at all times conduct its business activities
in a reputable manner. Proof of such licenses and approvals shall be submitted to the CITY'S Contract
Coordinators upon request.
SECTION 20: JOINT PREPARATION
Each party and its respective legal counsel(s) have participated fully in the review and revision of this
Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The
language agreed to expresses their mutual intent and the resulting document shall not, solely as a
matter of judicial construction, be construed more severely against one of the parties than the other.
The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against
any party.
SECTION 21: JURISDICTION VENUE WAIVER OF JURY TRIAL
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the
State of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems
arising out of this Agreement, and any action involving the enforcement or interpretation of any rights
hereunder, shall be exclusively in the state courts of the Seventeenth Judicial Circuit in Broward County,
Florida, and venue for litigation arising out of this
Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party
may claim by virtue of its residency or other jurisdictional device.
BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY EXPRESSLY WAIVE
ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO THIS AGREEMENT.
Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other
immunity, defense, or privilege enjoyed by the CITY pursuant to Section 768.28 Florida Statutes.
SECTION 22: REQUISITE FORMALITY OF FUTURE MODIFICATIONS, ETC.
No modification, amendment, or alteration in the terms or conditions contained herein shall be effective
unless contained in a written document prepared with the same or similar formality as this Agreement
and executed by the CITY and CONTRACTOR or others delegated authority to or otherwise authorized
to execute same on their behalf.
SECTION 23: PRIOR AGREEMENTS SUPERSEDED
This document represents the final and complete understanding of the parties and incorporates or
supersedes all prior negotiations, correspondence, conversations, agreements, and understandings
applicable to the matters contained herein. The parties agree that there is no commitment, agreement,
or understanding concerning the subject matter of this Agreement that is not contained in this written
document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
upon any prior representation or agreement, whether oral or written.
Page 13 of 15 CL:Z��
SECTION 24: INCORPORATION BY REFERENCE
The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties and
are hereby incorporated into and made a part of this Agreement.
SECTION 25: REPRESENTATION OF AUTHORITY
Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants
that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and
appropriate action to execute this Agreement on behalf of such party and does so with full legal
authority.
SECTION 26: ALL PRIOR AGREEMENTS SUPERSEDED
This document incorporates and includes all prior negotiations, correspondence, conversations,
agreements or understandings applicable to the matters contained herein; and the parties agree that
there are no commitments, agreements or understandings concerning the subject matter of this
Agreement that are not contained in this document. Accordingly, the parties agree that no deviation
from the terms hereof shall be predicated upon any prior representations or agreements whether oral
or written.
SECTION 27: SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any
event rendering any portion or provision of this Agreement void, shall in no way affect the validity or
enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed
severed from the Agreement and the balance of the Agreement shall be construed and enforced as if
the Agreement did not contain the particular portion or provision held to be void. The parties further
agree to reform the Agreement to replace any stricken provision with a valid provision that comes as
close as possible to the intent of the stricken provision.
The provisions of this section shall not prevent the entire Agreement from being void should a provision
which is of the essence of the Agreement be determined to be void.
SECTION 28: NOTICE
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
certified United States mail, return receipt requested, addressed to the party for whom it is intended at
the place last specified; and the place for giving of notice shall remain such until it shall have been
changed by written notice in compliance with the provisions of this paragraph. For the present, the
parties designate the following as the respective places for giving of notice:
FOR CITY: FOR CONTRACTOR:
PURCHASING AGENT MARC DOUGLAS
CITY OF GREENACRES FLSC, LLC d/b/a FLORIDA TEXTILE RECYCLING PROGRAMS
5800 MELALEUCA LANE 135 WESTON RD. SUITE 319
GREENACRES, FL 33463 WESTON, FL 33326
Page 14 of 15
N WITNE REOF, the parties hereto have set their hands and official seals
this day of Gf',' 2018.
70
CITY OF GREENACRES,
A municipal corporation of the State of
VNTY,t`"� Florida
ATTEST:
BY: ��
ZD
z24� M oClerk— L)
ORSED AS TO FORM & LEGALITY:
1'
City"Atto rney
(CORPORATE SEAL)
FIRM:
WITNESSES: Vgn�ature
Typed Name
Ld#-�c
Title
SWORN TO and SUBSCRIBED before me this I541-"day of _)(_)Oe 12018.
(Seal)
RANDS WHITCOMB
196298
MY COMMISSION sE CG 196296 �
�. EXPIRES:April 7,2022
'%}fl;► g`''BondedThruNoteryPubfkUndervvrMore Notary Public
My Commission Expires: � �aa
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