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17-55 Resolution No. 17-55 RESOLUTION AUTHORIZING EXECUTION OF TEXTILE COLLECTION AGREEMENT WITH GREAT LAKES RECYCLING, INC. FOR TEXTILE RECYCLING COLLECTION SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Textile Collection Agreement on behalf of the City of Elgin with Great Lakes Recycling, Inc. for textile recycling collection services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 26, 2017 Adopted: April 26, 2017 Omnibus Vote: Yeas: 7 Nays: 2 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk TEXTILE COLLECTION AGREEMENT THIS AGREEMENT is made and entered into this 26 day of_April , 2017, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and Great Lakes Recycling, Inc., an Ohio Corporation (hereinafter referred to as "GREAT LAKES"). WHEREAS, the CITY desires to engage GREAT LAKES to furnish certain professional services in connection with providing textile recycling collection services to the CITY and its residents in support of the City's Sustainability Action Plan (hereinafter referred to as the "PROJECT"); and WHEREAS,GREAT LAKES represents that it is in compliance with Illinois law relating to professional registration and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, it is hereby agreed by and between the CITY and GREAT LAKES that the CITY hereby retains GREAT LAKES subject to the following terms and conditions: 1. SCOPE OF SERVICES GREAT LAKES shall provide the services to the CITY for the PROJECT as outlined herein and as detailed in Attachment A,attached hereto and made a part hereof. 2. PAYMENTS TO THE CITY GREAT LAKES shall pay the CITY the sum of $0.01 dollars per pound of materials collected,regardless of actual Costs incurred by GREAT LAKES. GREAT LAKES shall provide the CITY with a breakdown of weight collected and payment on or before the 10`h of each month. 3. TERM This Agreement shall terminate on March 31, 2020. 4. TERMINATION AND BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement for cause. In the event this Agreement is terminated pursuant to a breach or alleged breach by the CITY, GREAT LAKES' damages shall be limited to actual compensatory damages not to exceed $500.00. GREAT LAKES shall not be entitled to any additional damages of whatsoever nature, including but not limited to consequential, indirect or other fees or damages. The CITY or GREAT LAKES may terminate this Agreement for any reason, including but not limited to convenience, upon ninety (90) days written notice without penalty. In the event that this Agreement is so terminated, the CITY shall be paid on the basis provided for herein for pickups actually performed on an ad valorem basis. Should CITY elect to terminate this Agreement without cause under the aforementioned provisions or if GREAT LAKES terminates this agreement for-cause, CITY shall not enter into any other Soft Recyclables program in the Service Area for a period of the remainder of the term of this Agreement, unless said restriction is waived in advance, in writing by the GREAT LAKES. However, should CITY elect to terminate this Agreement for cause due to an uncured breach of GREAT LAKES, the CITY shall not be precluded from entering into any other agreements for the collection, identification, packaging, hauling,recycling and/or disposing of Soft Recyclables. S. INDEMNIFICATION To the fullest extent permitted by law, GREAT LAKES agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims and any and all claims made by or against the CITY based on additional material costs or any other costs incurred as a result of damage to property or increased cost resulting from an inaccurate bid by GREAT LAKES without regard to any consideration of the CITY'S receipt of"increased value" or "benefit of bargain" in any way resulting from or arising out of negligent actions or omissions of GREAT LAKES in connection herewith, including negligence or omissions of employees or agents of GREAT LAKES arising out of the performance of this Agreement. In the event of any action against the CITY, its officers, employees, agents, boards or commissions, covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY'S choosing. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. G. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY or GREAT LAKES shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 2 7. INSURANCE A. Comprehensive Liability. GREAT LAKES shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. GREAT LAKES shall deliver to the CITY a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30)days prior written notice to the CITY. The Certificate of Insurance which shall include Contractual obligation assumed by GREAT LAKES under Article 10 entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. D. Professional Liability. GREAT LAKES shall cant' Professional Liability Insurance Covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the CITY as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the CITY. 8. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. 3 No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 9. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 10. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and GREAT LAKES shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that GREAT LAKES would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY'S advance written approval. 11. INDEPENDENT CONTRACTOR This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 12. SEVERABILITY The parties intend and agree that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 13. HEADINGS The headings of the several paragraphs of this Agreement arc inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 14. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except 4 by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. 15. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois without jury. GREAT LAKES hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and GREAT LAKES agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service. 16. NEWS RELEASES GREAT LAKES may not issue any news releases without prior approval from the CITY, nor will GREAT LAKES make public proposals developed under this Agreement without prior written approval from the CITY prior to said documentation becoming matters of public record. 17. COOPERATION WITH OTHER CONSULTANTS GREAT LAKES shall cooperate with any other consultants in the CITY'S employ or any work associated with the PROJECT. 18. INTERFERENCE WITH PUBLIC CONTRACTING GREAT LAKES certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq, or any similar state or federal statute regarding bid rigging. 19. SEXUAL HARASSMENT As a condition of this contract, GREAT LAKES shall have written sexual harassment policies that include,at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; 5 U. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by GREAT LAKES to the Department of Human Rights upon request 775 ILCS 512-105. 20. WRITTEN COMMUNICATIONS All recommendations and other communications by GREAT LAKES to the CITY and to other participants which may affect cost or time of completion shall be made or confirmed in writing. The CITY may also require other recommendations and communications by GREAT LAKES be made or confirmed in writing. 21. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: Molly Center Communications Specialist City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to GREAT LAKES: Adam Winfield Simple Recycling 5425 Naiman Parkway Solon,Ohio 44139 22. COMPLIANCE WITH LAWS Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, GREAT LAKES shall comply with all applicable federal, state, city and other requirements of law, 6 including, but not Iimited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, GREAT LAKES hereby certifies, represents and warrants to the CITY that all of GREAT LAKES' employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. GREAT LAKES shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The CITY shall have the right to audit any records in the possession or control of GREAT LAKES to determine GREAT LAKES' compliance with the provisions of this section. In the event the CITY proceeds with such an audit, GREAT LAKES shall make available to the CITY GREAT LAKES' relevant records at no cost to the CITY. GREAT LAKES shall pay any and all costs associated with any such audit. 23. EXECUTION This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding Iegal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement effective as of the date and year first written above. FOR THE CITY: FOR GREAT LAKES: By By Richard G. Kozal Adam Winfield A es . City Clerk ul- 7 ATTACHMENT A Total per pound rate of revenue per year with estimated 33,000 households each recycling an estimated 68 pounds per year: Description of services to be provided: Great Lakes Inc shall provide curbside collection of soft recyclables to all residents of the City of Elgin that currently have standard curbside recycling Pickups shall be daily Mondays through_Fridays and shall encompass the city as a whole once per week. 8