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Home My Public Portal About2005 Agreement.tifVILLAGE OF KEY BISCAYNE AGREEMENT FOR DISPOSAL OF TONER CARTRIDGES THIS AGREEMENT, made and entered into this-' day of February 2005, by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and TONERCYCLE LLC, a Florida limited liability company (the "CONTRACTOR"). RECITALS: WHEREAS, the VILLAGE wants to engage the CONTRACTOR to collect, transport, and dispose of used toner cartridges for the purpose of recycling said cartridges; and WHEREAS, the CONTRACTOR wants to provide such services (the "Specified Services") described in paragraph 1 to the Village. In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: 1. SPECIFIED SERVICES A. The CONTRACTOR agrees to collect, transport, and dispose of used toner cartridges from Village Hall, the Village's Community Center, and the Village's Fire Station for the sole and exclusive purpose of recycling such cartridges. B. CONTRACTOR agrees that all toner cartridges collected from the Village shall be recycled in accordance with all applicable laws, rules, and regulations concerning transportation, disposal and recycling of toner cartridges. C. CONTRACTOR shall collect the cartridges at least monthly unless sooner notified by the Village. 2. CONSIDERATION As full compensation for satisfactory performance of the Scope of Services set forth in paragraph 1 above, all used toner cartridges collected by CONTRACTOR shall become the sole and exclusive property of Contractor. No other fees shall be charged by the Contractor for any services rendered to the Village pursuant to this Agreement. 3. TERM The duration of the term of this Agreement shall be for an initial term commencing on February 1, 2005 and ending on September 30, 2005, unless extended in writing by the Village Manager pursuant to paragraph 9 or earlier terminated pursuant to paragraph 7. 4. INSURANCE A. The CONTRACTOR shall at all times carry comprehensive general liability and contractual liability insurance, workers' compensation insurance (if applicable), with minimum policy limits for each coverage in the amount of at least Five Hundred Thousand ($500,000.00) Dollars per occurrence, combined single limit, for property damage and bodily injury, including death, and automotive liability insurance, with minimum policy limits for coverage in the amount of at least Two Hundred Fifty Thousand ($250,000.00) Dollars per occurrence, combined single limit, for property damage and bodily injury, including death, except that the dollar amount of workers compensation coverage (if applicable) shall be as provided by Chapter 440, Fla. Stat. The VILLAGE shall be named as an additional insured on all of the above insurance policies, to the extent permitted by law. Each insurance policy shall state that it is not subject to cancellation or reduction in coverage without written notice to the VILLAGE 30 days prior to the effective date of cancellation or reduction of coverage. B. CONTRACTOR shall indemnify and hold harmless the VILLAGE, its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the Agreement. This paragraph shall survive the termination of this Agreement. 5. ASSIGNMENT This Agreement shall not be assignable by the CONTRACTOR. 6. PROHIBITION AGAINST CONTINGENT FEES The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the CONTRACTOR any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 7. TERMINATION This Agreement may be terminated by the VILLAGE upon fifteen (15) days written notice with or without cause and by the CONTRACTOR upon thirty (30) days written notice with or without cause. If this Agreement is terminated, the CONTRACTOR shall be entitled to retain all cartridges collected up to the date of termination. 8. NONEXCLUSIVE AGREEMENT The services to be provided by the CONTRACTOR pursuant to this Agreement shall be nonexclusive and nothing herein shall preclude the VILLAGE from engaging other firms to perform the same or similar services for the benefit of the VILLAGE within the VILLAGE's sole and absolute discretion. 9. ENTIRE AGREEMENT The parties hereby agree that this is the entire agreement between the parties. This Agreement cannot be amended or modified without the express written consent of the parties. The Village Manager shall act for VILLAGE hereunder. 10. WARRANTIES OF CONTRACTOR The CONTRACTOR hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws necessary to perform the Specified Services for Village as an independent contractor of the Village. 11. NOTICES All notices and communications to the VILLAGE or CONTRACTOR shall be in writing and shall be deemed to have been properly given if transmitted by registered or certified mail or hand delivery. All notices and communications shall be effective upon receipt. Notices shall be addressed as follows: Village: With a copy to: Jacqueline R. Menendez Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL 33149 Village Attorney do Weiss Serota Helfinan Pastoriza Guedes Cole & Boniske, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Contractor: (� TonerCycle LLC ,-?i .0(9 I3nil 401 Key Biscayne, Florida 33149 12. GOVERNING LAW; LITIGATION 7 This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any litigation hereunder shall be in Miami -Dade County, Florida. The parties voluntarily waive the right to any trial by jury in any litigation hereunder between the parties. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms and conditions above stated on the day and year first above written. CONTRACTOR: TONERCYCLE LLC By: Gonzalo Zubiria Chief Executive Officer F.\ 100\103001 \Agreements\Agreement with TonerCycle.doc Village Attorney VILLAGE: VILLAGE OF KEY BISCAYNE 88 West McIntyre Street Key Bis6 yne, FL 331.49;-, 7 Village Clerk Approved as to Fo and Legal Sufficiency: