R18-058 Y
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1 RESOLUTION NO. R18-058
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3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA,APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN AN AGREEMENT WITH FLSC,
6 LLC., DBA FLORIDA TEXTILE RECYCLING
7 PROGRAMS, OF DAVIE, FLORIDA FOR A TEXTILE
8 RECYCLING FRANCHISE CITY-WIDE, RFP NO. 009-
9 1210-1.8/IT FOR AN INITIAL THREE (3) YEAR TERM;
10 AND PROVIDING AN EFFECTIVE DATE.
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13 WHEREAS,on March 12,2018 the City opened and tabulated two(2)proposals in
14 response to RFP No. 009-1210-18/IT for Textile Recycling Franchise; and
15 WHEREAS,the proposals were presented to the City Commission on April 3,2018;
16 and
17 WHEREAS, the City Commission approved Option A — Exclusive City-wide
18 Franchise for a textile recycling program; and
19 WHEREAS, the Agreement is a revenue generating Agreement whereby FLSC,
20 LLC.,will pay to the City a fixed monthly fee of$2,000.00 per bin or$100,000.00 annually,
21 whichever is greater,for the exclusive right to implement a Textile Recycling Program City-
22 wide (Option A of the RFP) for a period of three years from the date of execution with an
23 option for an additional three (3)year renewal if deemed in the City's best interest.
24 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
25 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 hereof.
30 Section 2. The City Commission approves and authorizes the City Manager to
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31 Section 2. The City Commission approves and authorizes the City Manager to
32 sign an Agreement with FLSC, LLC., d/b/a Florida Textile Recycling Programs of Davie,
33 Florida for a Textile Recycling Franchise in response to RFP No. 009-1210-18/IT for an
34 initial three (3) year term whereby FLSC shall pay to the City a fixed monthly fee of
35 $2,000.00 per bin or $100,000.00 annually, whichever is greater, for the exclusive right to
36 implement a"Textile Recycling Program City-wide(Option A of the RFP)with an option for
37 an. additional three (3) year renewal if deemed in the City's best interest, a copy of the
38 Agreement is attached hereto as Exhibit "A".
39 Section 3. This Resolution shall become effective immediately upon passage.
40 PASSED AND ADOPTED this 17th day of July, 2018.
41 CITY OF BOYNTON BEACH, FLORIDA
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43 YES NO
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45 Mayor— Steven B. Grant
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47 Vice Mayor—Christina L. Romelus s
48 ...-
49 Commissioner—Mack McCray
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51 Commissioner—Justin Katz
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53 Commissioner—Joe Casello
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55
56 VOTE -5 -0
57 ATTEST:
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59 `1
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61 Juditliik Pyle, CMC —
62 City Clerk
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64
65 (Corporate Seal)
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FRANCHISE AGREEMENT
Between
CITY OF BOYNTON BEACH, FLORIDA
and FLSC,LLC for
TEXTILE RECYCLING AND COLLECTION
This is an Agreement, made and entered into by and between the City of
Boynton Beach (the "CITY"), a Florida municipal corporation, 100 E Boynton Beach
Blvd., Boynton Beach, FL 33435, and FLSC, LLC, a Florida limited liability
company, d/b/a Florida Textile Recycling Programs, hereinafter referred to as
("CONTRACTOR"). CONTRACTOR maintains an office of business at 391 1 SW 47
Ave., Suite 903, Davie, FL 33314.
WHEREAS, the CITY issued a Request for Proposals for the operation of a
Textile Recycling and Collection Franchise; and
WHEREAS, the CONTRACTOR, in response to the RFP (009-1210-18/IT),
submitted a proposal which was relied upon by the CITY in selecting the
CONTRACTOR to operate the Textile Recycling and Collection Franchise; and
WHEREAS, the CITY desires to enter into an agreement with the CONTRACTOR
under the terms and conditions of the Agreement 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
This Agreement shall be for a period of three (3) years commencing on the date the
Agreement is executed by the CITY. The City of Boynton Beach may extend the
contract with the same terms and conditions for an additional three (3) year renewal
term subject to vendor acceptance, satisfactory performance, and determination that
renewal will be in the best interest of the CITY.
1.2 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 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
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for a local government found in §403.7046(3)F.S..(2014) and as may be amended
from time to time. The Contract shall also exclude the location of textile recycling
collection bins on properties utilized for the sole purpose of operating K-12th
grade schools or properties utilized owned by churches and utilized for the sole
purpose of operating churches; subject to the condition that all textile recycling
collection bins located on church properties shall be owned and operated by the
church and all revenue derived from the textile recycling collection bins shall
inure to the church. The CONTRACTOR is authorized by the CITY to enter in and
upon public property, in upon over and across the present and future streets, alleys,
bridges, easements and other public places of the CITY for the purposes of
collecting the Recyclable Textiles within the municipal corporate limits of the CITY,
or as directed in conformance with Ordinances and other applicable law.
The CITY shall assist CONTRACTOR in enforcing the exclusivity of this Contract. In
the event that the CONTRACTOR determines that a commercial establishment
has not contracted with a City-registered Recoverable Hauler for textile recycling
collection, CONTRACTOR shall notify the CITY. The CITY shall notify the
commercial establishment to cure the noncompliance. If the noncompliance is not
cured within five (5) work days, the CITY may file an appropriate code enforcement
action before the City of Boynton Beach Code Enforcement Special Magistrate, or
use any other suitable legal remedy applicable thereto as determined by the
CITY.
1.3 TIME FOR PERFORMANCE
Work under this Agreement shall commence on October 1 , 2018("WORK
COMMENCEMENT DATE"), sixty days from the date of execution of this Agreement.
CONTRACTOR shall perform all services and provide all work product required
pursuant to this Agreement upon WORK COMMENCEMENT DATE.
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 Service Program either in
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a written advertisement upon one of the CONTRACTOR's recycling bins,
advertisement on the CONTRACTOR's 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 program in the CITY.
C. Applicable Law shall mean any city, State of Florida, 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 Boynton Beach, Palm Beach County, Florida.
E. City Manaaer shall mean the City Manager of the CITY, or his/her designated
representative(s).
F. City Commission shall mean the CITY Commission of the CITY.
G. Collection shall mean the process whereby Textile Recyclables dropped off,
delivered, quantified, removed and transported from CONTRACTOR
recycling bins, trucks and other collection points.
H. 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). See Exhibit A.
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Community Events shall mean events sponsored or co-sponsored by the CITY
and CONTRACTOR.
j. Contract Administrator 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.
K. Contract Year shall begin on [DATE] at 12:00 a.m., EST, through [DATE]
at 11:59 p.m., EST. Each subsequent year shall begin on October I and end
on [DATE].
L. CONTRACTOR shall mean the person or entity named above that has entered
into this Contract to provide and manage the Textile Recycling and
Collection Program described herein for the Service Area.
M. County shall mean Palm Beach County, Florida
N. Day Bin Trucks shall mean 18 foot 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 to 9:00 AM-
5:00PM daily, and must be removed from each high volume site daily.
O. Franchise Fee shall mean the revenues paid from the CONTRACTOR to
the CITY for the right to the textile recycling and collection franchise.
P. 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.
Q. 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) Section403.703, 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 US.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.
R. Ordinance shall mean those parts of the code of the CITY governing
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Textile Collection, Disposal and Recycling activities within the CITY.
S. 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.
T. 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.
U. Recycling 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.
V. Service Area shall mean the municipal limits of the CITY.
W. 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.
SECTION 3: SCOPE OF SERVICES TO BE PROVIDED TO THE CITY
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The CONTRACTOR shall provide the services identified in Section II - Scope of Services
and attached hereto as Exhibit "A", Option A - Exclusive City-Wide Franchise Program.
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 50 collection
bins, in consideration for the annual Franchise Fee ("$2000 per bin per year or
$100,000.00 per year whichever is greater"), at high volume locations, on approved
CITY or private properties.
The City Manager 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 9:00AM-
5:00PM daily. These trucks must be attended and removed daily. No overnight
parking is permitted.
The City Manager 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 7:00A.M. or after
7:00P.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 Manager or his/her designee if it can be shown that no
deleterious impact upon Boynton Beach 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;
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 any private property location.
3.3 COLLECTION BIN INSTALLATION, MAINTENANCE AND REMOVAL
All costs and expenses associated with the installation, removal, replacement, repair,
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maintenance, and general overall appearance including labor and materials, of
collection bins, pursuant to this Agreement shall be borne solely by CONTRACTOR.
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 Master 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 Manager or his/her designated
representative(s) shall request that the CONTRACTOR remove all existing Textile
Recycling Collection Bins to a pre- approved location in CITY or at an
existing safe storage facility provided by the CONTRACTOR.
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SECTION 4: FRANCHISE AGREEMENT TERMS
4.1 FRANCHISE FEES
The Franchise Fees I Payments shall be paid as follows:
Except for year one which will be prorated, CONTRACTOR will pay annually to the
CITY $2,000.00 per bin as Guaranteed Annual Revenue or $100,000.00 whicever is
greater . Guaranteed Annual Revenue will be paid on a monthly basis in the amount
of $8,333.33 per month during the Term of this Agreement, with the first payment
being due on ("Fee Commencement Date"), ninety days following the execution
of this Agreement. Payment shall thereafter be made on the 10th day of each
successive month.
Commencing [DATE] and yearly thereafter, the guaranteed revenue stated above,
will be adjusted in accordance with the Consumer Price Index- All Urban Consumers'
(Series IDCUURA320SA0 and CUUSA320SA0) for Miami-Fort Lauderdale as published
by the US Department of Labor, Bureau of Labor Statistics, or successor agency.
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) 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 as otherwise directed by the CITY
Commission. 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
will pay to the CITY $.10 per pound of Textile recyclables collected during any such
d rives.
The CONTRACTOR agrees to provide vouchers totaling $5,000 annually in increments
of
$25.00 each at a location of the City's choosing for the City's community endowment
recipients at the City's choosing.
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;
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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 Recyclable 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 ail payments to the CITY shall be made payable to the following address:
CITY OF BOYNTON BEACH
ATTN: Finance Director
P.O. Box 310
Boynton Beach, FL 33425
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 Boynton Beach's 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 increase 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 INDEMINIFICATION POLICY
5.1 INSURANCE
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CONTRACTOR shall at all times during the agreement, maintain a
comprehensive general liability policy as set forth:
CONTRACTOR agrees to maintain, on a primary basis and at its sole expense, at all
times during the life of this contract the following insurance coverages, limits, including
endorsements described herein. The requirements contained herein, as well as
CITY's review or acceptance of insurance maintained by CONTRACTOR is not
intended to and shall not in any manner limit or qualify the liabilities or obligations
assumed by CONTRACTOR under this contract.
Commercial General Liability CONTRACTOR agrees to maintain Commercial General
Liability at a limit of liability not less than $1,000,000 Each Occurrence, $2,000,000
Annual Aggregate. Coverage shall not contain any endorsement(s) excluding nor
limiting Product/Completed Operations, Contractual Liability or Cross Liability.
Worker's Compensation Insurance & Employers Liability CONTRACTOR
agrees to maintain Worker's Compensation Insurance & Employers Liability in
accordance with Florida Statute Chapter 440.
Additional Insured CONTRACTOR agrees to endorse CITY as an Additional Insured
with a CG 2026 07 04 Additional - Insured - Designated Person or Organization
endorsement or CG 20 I 0 19 0 I Additional Insured- Owners, Lessees, or
Contractors- Scheduled Person or Organization or CG 2010 07 04 Additional
Insured - Owners, Lessees, or Contractors - Scheduled Person or organization
in combination with CO 2037 07 04 Additional Insured - Owners. Lessees
Contractors- Completed Operations, or similar endorsements, to the Commercial
General Liability. The Additional Insured shall read "City of Boynton Beach."
Waiver of Subrogation CONTRACTOR agrees by entering into this contract to a
Waiver of Subrogation for each required policy herein. When required by the insurer,
or should a policy condition not permit CONTRACTOR to enter into an pre-loss
agreement to waive subrogation without an endorsement, then CONTRACTOR
agrees to notify the insurer and request the policy be endorsed with a Waiver of
Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of
Subrogation requirement shall not apply to any policy, which includes a
condition specifically prohibiting such an endorsement, or voids coverage should
CONTRACTOR enter into such an agreement on a pre-loss basis.
Certificate(s) of Insurance CONTRACTOR agrees to provide CITY a Certificate(s)
of Insurance evidencing that all coverages, limits, and endorsements required herein
are maintained and in full force and effect. Said Certificate(s) of Insurance shall
include a minimum thirty (30) day endeavor to notify due to cancellation or non-
renewal coverage. The Certificate Holder address shall read:
City of Boynton Beach
HR Risk Manager
P.O. Box 310
10
Boynton Beach, FL 33425
Umbrella or Excess Liability. CONTRACTOR may satisfy the minimum liability
limits required above for Commercial General Liability or Business Auto Liability
under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence
limit of liability under the Umbrella or Excess Liability; however, the Annual
Aggregate limit shall not be less than the highest "Each Occurrence" limit for either
Commercial General Liability or Business Auto Liability. CONTRACTOR agrees to
endorse CITY as an "Additional Insured" on the Umbrella or Excess Liability, unless
the Certificate of Insurance states the Umbrella or Excess Liability provides
coverage on a "Follow-Form" basis.
Right to Revise or Reject. CITY reserves the right, but not the obligation, to
revise any insurance requirement, not limited to limits, coverages and
endorsements, or to reject any insurance policies which fail to meet the criteria
stated herein. Additionally, CITY reserves the right, but not the obligation, to review
and reject any insurer providing coverage due to its poor financial condition or
failure to operating legally.
Business Automobile Liability Insurance. CONTRACTOR agrees to provide
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 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.
5.2 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 collection service caused by the CONTRACTOR or the CONTRACTOR'S
representative. The CONTRACTOR shall notify the City Manager 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
To the extent of its negligence or other fault, the CONTRACTOR shall indemnify,
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defend and hold harmless the CITY and its elected officials, appointed officials,
employees and other agents (collectively referred to as "Indemnitees") and each
of them from and against all loss, costs, penalties, fines, damages, claims,
expenses (including attorney's fees) or liabilities (collectively referred to as
"Liabilities") by reason of any injury to or death of any person or damage to or
destruction or loss of any property arising out of, resulting from, or in connection
with (i) the performance or non-performance of the services contemplated by this
Contract which is or is alleged to be directly or indirectly caused, in whole or in
part, by any act, omission, default or negligence (whether active or passive) of the
CONTRACTOR or its employees,agents or sub-contractors (collectively referred to as
"CONTRACTOR"), regardless of whether it is, or is alleged to be, caused in whole or
in part (whether joint, concurrent or contributing) by any act, omission, default or
negligence (whether active or passive) of the Indemnities, or any of them or (ii) the
failure of the CONTRACTOR to comply with any of the paragraphs herein or the
failure of the CONTRACTOR to conform to statutes, ordinances, or other regulations
or requirements of any governmental authority, federal, state, or local, in
connection with the performance of this Contract. The CONTRACTOR expressly
agrees to indemnify and hold harmless the Indemnities, or any of them, from
and against all liabilities which may be asserted by an employee or former employee
of the CONTRACTOR, as provided above, for which the CONTRACTOR'S liability to
such employee would otherwise be limited to payments under State Worker's
Compensation or similar laws. Nothing herein is intended to serve as a waiver of
sovereign immunity by the CITY or any party entitled thereto nor shall anything
included herein be construed as consent to be sued by third parties in any matter
arising out of this agreement or any other contract. The City of Boynton Beach is a
State political subdivision as defined in Chapter 768.28 F.S. and is entitled to the
immunity afforded therein. (See Exhibit C)
SECTION 6: TERMINATION
This Agreement may be terminated with or without cause by the City Commission
upon ninety (90) days' prior written notice to the CONTRACTOR, provided however,
that for the 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 of 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.
12
SECTION 7: PUBLIC ENTITY CRIME ACT
CONTRACTOR represents that the execution of this Agreement will not violate the
Public Entity Crime Act, Section 287.133, Florida Statutes, as may be amended from
time to time, which essentially provides that a person or affiliate who is a
CONTRACTOR, consultant, or other provider and who has been placed on the convicted
vendor list following a conviction for a public entity crime may not submit a bid on a
contract to provide any goods or services to CITY, may not submit a bid on a contract
with CITY for the construction or repair of a public building or public work, may not
submit bids on leases of real property to CITY, may not be awarded or perform work
as a CONTRACTOR, supplier, subcontractor, or consultant under a contract with CITY,
and may not transact any business with CITY in excess of the threshold amount
provided in Section 287.017, Florida Statutes, as may be amended from time to time,
for category two purchases for a period of thirty-six (36) months from the date of
being placed on the convicted vendor list. Violation of this section shall result in
termination of this Agreement and recovery of all monies paid by CITY pursuant to
this Agreement, and may result in debarment from CITY's competitive procurement
activities.
In addition to the foregoing, CONTRACTOR further represents that there has been no
determination, based on an audit, that it committed an act defined by Section 287.133,
Florida Statutes, as a "public entity crime" and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether CONTRACTOR has been placed on the convicted vendor
list.
SECTION 8: INDEPENDENT CONTRACTOR
CONTRACTOR is an independent CONTRACTOR under this Agreement. Services
provided by CONTRACTOR pursuant to this Agreement shall be subject to the
supervision of CONTRACTOR. In providing such services, neither CONTRACTOR nor
its subcontractors or agents shall act as officers, employees, or agents of CITY. No
partnership, joint venture, or other joint relationship is created hereby. CITY does not
extend to CONTRACTOR or CONTRACTOR'S subcontractors or agents any authority
of any kind to bind CITY in any respect whatsoever.
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
13
1
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: 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.
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 12: 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 13: 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
14
obligations pursuant to this Agreement.
SECTION 14: SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction
to be invalid, the remaining provisions shall continue to be effective unless CITY or
CONTRACTOR elects to terminate this Agreement. An election to terminate this
Agreement based upon this provision shall be made within seven (7) calendar days
after the finding by the court becomes final.
SECTION 15: IOINT 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 16: IURISDICTION, VENUE. WAIVER OF IURY 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 Fifteenth Judicial Circuit in Palm Beach 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 17: REOUISITE 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.
15
SECTION 18: 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.
SECTION 19: INCORPORATION BY REFERENCE
The truth and accuracy of each "Whereas" clause set forth above is acknowledged by
the parties. The attached Exhibits and whereas clauses are hereby incorporated into
and made a part of this Agreement.
SECTION 20: 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 21: NOTICE
Whenever any party desires to give notice unto any other party, it must be given
by written notice, sent by certified United States mail, with return receipt
requested, or by facsimile transmission with certification of transmission to the
receiving party, addressed to the party for whom it is intended and the remaining
party, at the places last specified, and the places for giving of notice shall remain
such until they shall have been changed by written notice in compliance with the
provisions of this Section. For the present, the CONTRACTOR and the CITY
designate the following as the respective places for giving of notice:
As to CITY:
Lori LaVerriere, City Manager
City of Boynton Beach
PO Box 310.
Boynton Beach, Florida 33425
Copy to:
16
Jim Cherof
CITY Attorney
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
As to CONTRACTOR:
Marc Douglas Manager FLSC,LLC
3911 SW 47 Ave.
Suite 903
Davie, FL 33314
Andre S. Parke
Sachs Sax Caplan
61 1 1 Broken Sound Parkway NW
Boca Raton, FL 33487
IN WITNESS WHEREOF, the parties have caused these presents to be executed
and attested to by their duly authorized officers or representatives and their official
seals to be affixed hereon, the day and year first above written.
CITY OF BOYNTON BEACH, FLORIDA
Attest:
4 f-1 04) BY --- r cam- ;ae4)
Judi A. Pyle, CM , City Clerk Lori LaVerriere, City Manager
_(_fl day of ar-Sth 2018
Approved a. to f+ and legality by
Office of e CI attorney
By: -- /
-
Ja es A. Ch rof Attorney
17
e
^'CON ACTOR WITNESSES: FLSC, LLC
Signature
zAv'- fe_C4__Ckti 1"47 ' /4 -• - l_ may-, /H /
fl
n title not Name and Title
c� Print Name a �f
d'1-- =�--- , 2018 /V-day of 3----- , 2018
day
• S• ature
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Print Name and Title
.Zr dayof J `J , 2018
STATE OF FLORIDA
COUNTY OF PALM BEACH
BEFORE ME, an officer duly authorized by law to admi, terloaths and take
ack Iedgments, personally appeared 1�1 ...E -- as
, of 5C , and organization auth ized to do
business in the State of Florida, and acknowledged executed the foregoing
Contract as the proper official of for the use and purposes
mentioned in it and affixed the official seal of the corporation, and that the
instrument is the act and deed of that corporation. He/she is personally known
to me, or has produced as identification.
IN WITNESS OF THE FOREGOING, Iave set mart nd and official seal in the State
a - . • his - day of , 2018.
.•<>;•' QAMAAU.NAQ1
Notary Pubk-State of FVoriid�
.'�+
• �•. +• Commission=GG131t4
My Comm.Expires Nov 29.2021 �'
'•.'F-.-:,,' Boded through',atonal Notary Assn. /�
NOTAR PUBLIC
My Commission Expires
18
1 RESOLUTION NO. R18-058
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA,APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN AN AGREEMENT WITH FLSC,
6 LLC., DBA FLORIDA TEXTILE RECYCLING
7 PROGRAMS, OF DAVIE, FLORIDA FOR A TEXTILE
8 RECYCLING FRANCHISE CITY-WIDE, RFP NO. 009-
9 1210-18/IT FOR AN INITIAL THREE (3) YEAR TERM;
10 AND PROVIDING AN EFFECTIVE DATE.
11
12
13 WHEREAS,on March 12,2018 the City opened and tabulated two(2)proposals in
14 response to RFP No. 009-1210-18/IT for Textile Recycling Franchise; and
15 WHEREAS,the proposals were presented to the City Commission on April 3,2018;
16 and
17 WHEREAS, the City Commission approved Option A — Exclusive City-wide
18 Franchise for a textile recycling program; and
19 WHEREAS, the Agreement is a revenue generating Agreement whereby FLSC,
20 LLC.,will pay to the City a fixed monthly fee of$2,000.00 per bin or$100,000.00 annually,
21 whichever is greater,for the exclusive right to implement a Textile Recycling Program City-
22 wide (Option A of the RFP) for a period of three years from the date of execution with an
23 option for an additional three(3)year renewal if deemed in the City's best interest.
24 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
25 THE CITY OF BOYNTON BEACH, FLORIDA,THAT:
26
27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 hereof.
30 Section 2. The City Commission approves and authorizes the City Manager to
C:\Users\Stanzionet\Appdata\Local\Mierosoft\Windows\Temporary Internet
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31 Section 2. The City Commission approves and authorizes the City Manager to
32 sign an Agreement with FLSC,LLC., d/b/a Florida Textile Recycling Programs of Davie,
33 Florida for a Textile Recycling Franchise in response to RFP No. 009-1210-18/IT for an
34 initial three (3) year term whereby FLSC shall pay to the City a fixed monthly fee of
35 $2,000.00 per bin or$100,000.00 annually, whichever is greater,for the exclusive right to
36 implement a Textile Recycling Program City-wide(Option A of the RFP)with an option for
37 an additional three (3) year renewal if deemed in the City's best interest, a copy of the
38 Agreement is attached hereto as Exhibit"A".
39 Section 3. This Resolution shall become effective immediately upon passage.
40 PASSED AND ADOPTED this 17th day of July,2018.
41 CITY OF BOYNTON BEACH,FLORIDA
42
43 YES NO
44
45 Mayor—Steven B. Grant
46
47 Vice Mayor—Christina L.Romelus
48
49 Commissioner—Mack McCray
50
51 Commissioner--Justin Katz •
52
53 Commissioner—Joe Casello v _
54
55 -
56 VOTE
57 ATTEST:
58
59 .
60 < ! . , i} /'�,
61 Judith . Pyle, CMC •
62 City Clerk
63
64
65 (Corporate Seal)
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