CONTRACT TO DEVELOPMENT AND ADMINISTER AN INCENTIVE-BASED REWARDS PROGRAM TO INCREASE PUBLIC AWARENESS AND PARTICIPATION IN THE RECYCLING PROGRAMCONTRACT
THIS CONTRACT, entered into this 10th day of September, 2015, by and
between the CITY OF CLEARWATER, a Florida municipal corporation,
hereinafter referred to as "City, " P.O. Box 4748, Clearwater, Florida 33758 and
Recycling Perks LLC, a Delaware corporation, hereinafter referred to as
"Recycling Perks," with a principal office at 1958 Diamond Hill Rd. Chesapeake,
VA 23324.
WHEREAS, the City desires to enter into an agreement with a qualified
vendor to develop and administer an incentive -based rewards program to
increase public awareness and participation in the City's residential recycling
program; and
WHEREAS, Recycling Perks agrees to provide the "turn-key" solution that
will provide the City with the described rewards program, marketing materials,
and reports to identify key performance measures to ensure the program meets
defined objectives;
NOW THEREFORE, in consideration of the promises stated herein, the
City and Recycling Perks mutually agree as follows:
1. SCOPE OF PROJECT.
Recycling Perks agrees to provide a turnkey solution to incentivize
recycling services under the terms and conditions set forth in Request for
Proposals (RFP) No. 44 -15, Recycling Incentive Program, and Recycling
Perks' June 16, 2015 Response, Tab 3, pages 7 -9. Both RFP No. 44 -15
and Recycling Perks' June 16, 2015 Response are incorporated herein by
reference.
2. TIME OF PERFORMANCE.
The initial Contract Term shall commence on September 10, 2015 and
end September 9, 2016, with two (2), one (1) year options to renew
available to the City, at the City's sole discretion.
3. COMPENSATION.
The City will pay Recycling Perks a sum not to exceed $158,736 as
described in Tab 6 of Recycling Perks' Response. The City may, from time to
time, require changes in the scope of the project of Recycling Perks to be
performed hereunder. Such changes, including any increase or decrease in the
amount of Recycling Perks' compensation and changes in the terms of this
Contract which are mutually agreed upon by and between City and Recycling
Perks shall be effective when incorporated in written amendment to this Contract.
Pricing or fee amendments in subsequent option years, if applicable, shall be
solicited by Recycling Perks only in the manner detailed in RFP #44 -15.
4. METHOD OF PAYMENT.
Recycling Perks invoices shall be submitted to the City for approval for
payment in the manner detailed in Tab 6, page 21, of Recycling Perks'
Response, assuming Recycling Perks meets all conditions as detailed in the RFP
and Response. The City agrees to pay after approval under the terms of the
Florida Prompt Payment Act F.S. 218.70.
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The City's performance and obligation to pay under this Contract is
contingent upon an annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this
Contract shall be conclusively deemed to have been received by a party hereto
on the date it is hand delivered to such party at the address indicated below (or
at such other address as such party shall specify to the other party in writing), or
if sent by registered or certified mail (postage prepaid) on the fifth (5th) business
day after the day on which such notice is mailed and properly addressed.
Recycling Perks LLC City of Clearwater
Bill Dempsey
President
2501 Fawn Street # 6
Norfolk, VA 23504 -1919
(757) 478 -5225
Copy to:
Michael Benedetto
1958 Diamond Mill Road
Chesapeake, VA 23324
Earl Gloster
Director - Solid Waste
P.O. Box 4748
Clearwater, Florida 33758
(727) 562 -4930
6. TERMINATION OF CONTRACT.
Termination by the City is pursuant to RFP No. 44 -15 Terms
Conditions.
7. INDEMNIFICATION AND INSURANCE.
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and
Recycling Perks agrees to comply with all terms, provisions, and
requirements contained in RFP No. 44 -15 Recycling Incentive Program. Nothing
contained herein shall be construed as a waiver of any immunity from or
limitation of liability the City may be entitled to under the doctrine of sovereign
immunity or section 768.28, Florida Statutes.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, Recycling Perks shall transfer, assign
and make available to City or its representatives all property and materials in
Recycling Perks possession belonging to or paid for by the City. Recycling Perks
understands that the City is an agency subject to Florida's expansive public
record laws, which are found in chapter 119, Florida Statutes. Pursuant to Florida
Statute section 812.081(1)(c), "trade secret" means the whole or any portion or
phase of any formula, pattern, device, combination of devices, or compilation of
information which is for use, or is used, in the operation of a business and which
provides the business an advantage, or an opportunity to obtain an advantage,
over those who do not know or use it. "Trade secret" includes any scientific,
technical, or commercial information, including any design, process, procedure,
list of suppliers, list of customers, business code, or improvement thereof.
Irrespective of novelty, invention, patentability, the state of the prior art, and the
level of skill in the business, art, or field to which the subject matter pertains, a
trade secret is considered to be:
a. Secret;
b. Of value;
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c. For use or in use by the business; and
d. Of advantage to the business, or providing an opportunity to obtain an
advantage, over those who do not know or use it
when Recycling Perks takes measures to prevent it from becoming
available to persons other than those selected by Recycling Perks to have
access thereto for limited purposes. Documents containing trade secrets, as
defined herein and as may be amended by Florida Statute, shall be stamped
"confidential" so as to let the City know to exempt from public access. The City
shall retain all documents as required by chapter 119, Florida Statutes. If trade
secret information is provided and such documents are marked "confidential,"
then the City shall exempt such documents from public access and make such
documents confidential.
9. INTERESTS OF PARTIES.
Recycling Perks covenants that its officers, employees and shareholders
have no interest and shall not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance and /or provision of
services required under the terms and conditions of this Contract.
10. CONFORMANCE WITH LAWS.
Recycling Perks agrees to comply with all applicable federal, state and
local laws during the life of this Contract.
11. ATTORNEY FEES.
In the event that either party seeks to enforce this Contract through the
use of the court system or any alternative dispute resolution, and the use of
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attorneys is required, then, the parties agree that each party shall bear its own
attorney fees and costs.
12. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract
as of the date set forth above.
Countersigned:
georWt 'tt(\tOo)
George . Cretekos
Mayo
Ap * roved v for
doritott
Camilo A. Soto
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: u c .kiiu6 4/tar �ci, P.
liam B. Home II
City Manager
Attest:
k -k_ea 0
Rosemarie Call
City Clerk
[Recycling Perks, LLC signature block is on the following page.]
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Page 6 of 7
RECYCLING PERKS LLC
BILL DEMPSEY
PRESIDENT
Notary Acknowledgment on behalf of Recycling Perks, LLC:
State of
County of 149 tat*
Bill Dempsey being duly sworn, deposes and says that he is President of
Recycling Perks, LLC a limited liability corporation organized in Delaware and
existing as a foreign limited liability company under and by virtue of the laws of
the State of Virginia, having its principal office at 1958 Diamond Hill Rd.,
Chesapeake, VA 23324.
Affiant further says that he is familiar with the records, minute books and by -laws
of Recycling Perks, LLC., and is authorized to sign this contract on behalf of
Recycling Perks, LLC by virtue of the corporation's by -laws or a Resolution of the
Board of Directors (Circle either "by- laws" or "Resolution of the Board of
Directors ").
Bill Dempsey, the signatory above, has sworn to before me this 11" day of
, 20 15 .
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Nota 1'':""' • nature
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Title or rank, and Serial
No., if any