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HomeMy WebLinkAbout24608AGREEMENT INFORMATION AGREEMENT NUMBER 24608 NAME/TYPE OF AGREEMENT MICHIGAN LIMITED LIABILITY COMPANY DESCRIPTION TEMPORARY AGREEMENT/TRIAL PERIOD WITH A SELF- CONTAINED ICE & WATER MACHINE - PURE ICE USA L.L.C./MATTER ID: 23-2235 EFFECTIVE DATE September 26, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/26/2023 DATE RECEIVED FROM ISSUING DEPT. 9/26/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Pure Ice USA, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): Temporary Agreement trial period with a self-contained ice and water machine at the City's Marinas. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER September 19, Annie Perez, CPPO 2023 I 20:47ZL„QT SIGNATURE: -II"'""' c' RISK MANAGEMENT September 20, Ann -Marie Shaarpp 2023 I 06: 58:'36 EDT �DocuSignetl by: SIGNATURE: Fri Goi,t") CITY ATTORNEY Matter ID 23-2235 September 21, 2023p1-l]a16e4 Ayes; PT 7 SIGNATURE: ° �FFFeMF6EFO4 `1 ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 25, Larry Spring, CPA 2023 I 15:12_:D(1_T SIGNATURE; S.rum) �csDa€a2asz€s_n�n ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER September 25, Arthur Noriega V 2023 I 15:27: ecEipL, SIGNATURE: anttAr Nont,06. 6 OCF6C3]2DDA2/1 CITY CLERK September 26, Todd Hannon 2023 1 09:24:09 EDT ,-DocuSigned by: SIGNATURE: �en6os600cFinss.. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Eduardo Falcon Contact Person Procurement Contracting Manager Title 9/19/2023 Date: Procurement Requesting Client (305) 416-1901 Telephone Legal Service Requested: Matter 23-2235: Temporary Agreement trial period with a self-contained ice and water machine at the City's Marinas with Pure Ice USA, LLC. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Temporary Agreement for a self-contained ice and water machine 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: 0 RFP/RFQ 0 IFB 0 SOLE SOURCE 0 PIGGY -BACK 0 PROFESSIONAL SERVICES UNDER $25,000 0 OTHER (Please explain): Per 18-88 but requires signed agreement 3. WHAT IS THE SCOPE OF SERVICES? Provision of self-contained Ice and water machine to be setup at Dinner Key Marina for a temporary basis to allow the City to gather the requisite information to competitively solicit. 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? DREAM 5. IS THE AWARDEE INCUMBENT? No, this is a new service 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? After 3 months the City will be paid $500.00 per month. 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Per 18-88 City of Miami, FL TEMPORARY AGREEMENT BETWEEN THE CITY OF MIAMI AND PURE ICE USA L.L.C. THIS TEMPORARY AGREEMENT (the "Agreement") is made and entered into as of this 26thday of September , 2023, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose principal address is 444 SW 2nd Avenue, Miami, FL 33130 (hereinafter referred to as "City"), and , a Michigan Limited Liability Company, whose principal address is 7901 4th St N,STE 4000, St. Petersburg, FL 33702 (hereinafter referred to as "Pure Ice"). The CITY and Pure Ice may be individually referred to as a "Party" or collectively as the "Parties." RECITALS: A. The City would like to conduct a trial period with a self-contained ice and water machine ("Machine") at one (1) of the City's Marinas. B. Pure Ice has agreed to provide the Machine for this temporary Agreement at no cost to the City ("Services"). C. The City has determined that the proposal provided by Pure Ice meets the City's requirements, attached as Exhibit "A" (the "Proposal"). D. Pure Ice shall provide the electrical and water connections at their expense, maintain the machine and provide the City sales documentation so that the City can assess how much potential revenue can be made from this service. E. Pure Ice, prior to the start of the agreement shall provide to the City a fully refundable Security Deposit in the amount of $1,500.00 in the form of a cashier's check or electronic payment via the City of Miami website, the $1,500.00 will be returned once the machine is removed from the City's property. F. Pure Ice shall provide their monthly gross revenue report certified by an independent Certified Public Accountant ("CPA") within ten (10) calendar days of the preceding month. This report shall be sent electronically to Donald Lutton at dlutton@miamigov.com and Aldo Bustamante at abustamante©miamigov.com, this report frequency shall switch to quarterly (four times per year) after the initial ninety (90) day trial period. G. The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Agreement and any amendments thereto; (2) the Pure Ice Proposal Exhibit "A". 1 City of Miami, FL NOW, THEREFORE, in consideration of the mutual covenants and promises herein, Pure Ice and the City agree as follows: (1) Incorporation by Reference. The recitals set forth in the preamble to this Agreement are incorporated by reference as though set forth in full herein and made a part hereof. (2) Insurance: Indemnity and Hold Harmless. A. Pure Ice shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "B" and incorporated herein by this reference. Pure Ice shall add the City as an additional insured to its commercial general liability policy, and as a named certificate holder on all policies. Pure Ice shall correct any insurance certificates as requested by the City's Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City Risk Management Director prior to the performance of Services hereunder, provided, however, that Pure Ice shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. Pure Ice understands and agrees that any and all liabilities regarding the use of any of Pure Ice's employees or any of Pure Ice's Subcontractors for Services related to this Agreement shall be borne solely by Pure Ice throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Pure Ice further understands and agrees that insurance for each employee of Pure Ice and each Subcontractors providing Services related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Director throughout the duration of this Agreement. Pure Ice shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Pure Ice shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Director, or designee as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, 2 City of Miami, FL with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or (ii) and new or renewed insurance certificates are not submitted to the City within thirty (30) days following the date of a written notice mailed as provided in Section (5)H. herein, the City may, at its sole discretion, terminate the Agreement for cause in conjunction with the violation of the terms and conditions of this Agreement. Compliance with the foregoing requirements shall not relieve Pure Ice of its liabilities and obligations under this Agreement. Pure Ice shall require its subcontractors, or consultants to comply with City insurance requirements as noted in Exhibit "B", including, but not limited to Professional Liability Coverage as it relates to this Agreement. B. Hold Harmless and Indemnity. Pure Ice, its successors and assigns shall indemnify, defend and hold/save harmless, and defend at its own cost and expense, and further covenant not to sue, the City and its officials, agencies and instrumentalities, employees and agents (collectively referred to as "Indemnitees") and each of them, through administrative, trial, appellate, mediation arbitration and other proceedings, from and against all actions, loss, costs, penalties, fines, damages, claims, expenses (including, without limitation, attorney's fees) or any such 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 Agreement 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 Pure Ice or its employees, agents or subcontractors (collectively referred to as "Pure Ice"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of Pure Ice to comply with any of the paragraphs herein or the failure of Pure Ice to conform to statutes, ordinances, codes, rules, resolutions, or other regulations or requirements of any governmental authority, local (City/County), federal or state, in connection with the solicitation, selection, award, performance of this Agreement or (iii) any private or public contract, grant, commercial or property rights or similar statutory or civil claims, causes of actions, or actions by any person including, without limitation Pure Ice its affiliates or subsidiaries. Pure Ice further expressly agrees 3 City of Miami, FL (3) to indemnify and save/hold harmless and defend at its own cost and expense, the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Pure Ice, or any of its subcontractors, as provided above, for which the Pure Ice's liability to such employee or former employee would otherwise be limited to payments under state Workers' or Unemployment Compensation, Family Medical Leave Act, or similar laws. Pure Ice further acknowledges that, Pure Ice, on behalf of themselves, their agents, invitees and employees, do hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Pure Ice's Services or from any contractual or private property rights or similar civil actions or claims for which Pure Ice shall have no recourse against the lndemnitees. This Subsection B shall survive the cancellation/expiration of this Agreement. Pure Ice acknowledges that the granting of this Agreement is separate, distinct and sufficient consideration for this Indemnity/Hold Harmless/ Duty to Defend and Covenant not to Sue. This Section shall survive the cancellation or expiration of this Agreement. Public Records Pure Ice understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Pure Ice failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. A. Pure Ice shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the CITY to perform this Agreement; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Pure Ice shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. 4 City of Miami, FL B. Should Pure Ice determine to dispute any public access provision required by Florida Statutes, then Pure Ice shall do so at its own expense and at no cost to the City. IF PURE ICE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PURE ICE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, CIO PUBLIC RECORDS COORDINATOR, 444 S.W. 2ND AVENUE, 9TH FL, MIAMI, FL 33130. (4) Term and Compensation A. Term. Unless earlier cancelled by the City, this temporary Agreement at no cost shall commence on the 1st of the month after the machine is operational, and shall terminate after ninety (90) days. After ninety (90) days, the City will start collecting $500.00 per month due the 1st of the month. Payments are made payable "City of Miami" and shall be mailed to: City of Miami Finance Department Attn: Cash Receipts Section 444 SW 2nd Ave. 6th Floor Miami, FL 33130 or may be paid via the City of Miami payment website. This negotiated fee shall continue until a contract based on a competitive solicitation is awarded. B. Removal of Machine. Pure Ice shall have no more than fourteen (14) calendar days to remove machine upon written notice from the City. (5) Miscellaneous. A. Enforcement. The provisions of this Agreement may be enforced by all appropriate actions in law and in equity by any party to this Agreement. In order to expedite the conclusion of the actions brought pursuant to this Agreement, the parties, their successors and assigns will not demand jury trial nor file permissive counterclaims outside the bounds of this Agreement in such actions. B. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 5 City of Miami, FL C. City Officials. The "City" is a municipal corporation, and the City Manager as its Chief Administrative Officer, is empowered to make all decisions with regard to this Agreement on behalf of the City, unless otherwise provided by this Agreement, by law, or by resolution of the City Commission. D. Use of City Seal. Pure Ice is not authorized to use the City's seal, or any City municipal signage, display, emblem, or similar depiction indicating in any manner that Pure Ice is affiliated with, endorsed by, or related to the City in any way, for any reason whatsoever. Use of the City seal by Pure Ice shall be governed by Section 1-16 of the Code of the City of Miami, Florida, as amended ("City Code"), and shall require City Commission approval. E. F. G. Successors and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. Construction. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. All of the parties to this Agreement have participated fully in the negotiation of this Agreement, and accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. Notices. Any and all notices required or desired to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand (including recognized overnight courier services, such as Federal Express) or three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipient at the address for such party set forth in the introductory paragraph to this Agreement (or to such other address as any party hereunder shall hereafter specify to the other in writing). 6 City of Miami, FL H. J K. TO Pure Ice: Alex Koon 7901 4th ST N STE 4000 St. Petersburg, FL 33702 TO THE CITY: Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33130 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 Andrew Frey DREAM Director City of Miami 444 S.W. 2nd Avenue, 3th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 Severability. In the event any term or provision of this Agreement is determined by an appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed in full force and effect. Amendments; Termination. This Agreement may not be amended, modified or terminated by Pure Ice. The City may terminate or cancel this Agreement as the City deems in its sole and best interest. Further, no modification or amendment, with the exception of termination or cancellation by the City, shall be effective unless in writing and executed by the parties, employing the same formalities as used in the execution of this Agreement. Exhibits. All of the attached to this Agreement are incorporated in, and made a part of, this Agreement. Compliance With Federal, State And Local Laws: Pure Ice understands that agreements with local governments are subject to certain laws, rules, regulations, codes and ordinances including, but not limited to, laws pertaining to public records, conflicts of interest, record keeping, etc. City and Pure Ice agree to comply with and observe all such 7 City of Miami, FL applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Pure Ice further agrees to include in all of its agreements with Subcontractors for any services related to this Agreement this provision requiring Subcontractors to comply with and observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. City shall have the sole and exclusive right to terminate this Agreement for any alleged violation of this section or any other provision of this Agreement by Pure Ice, including, but not limited to, any matter unbecoming to the CITY, in its sole and exclusive discretion. L. Default. i. Termination for Cause. In the event of a default, which is not cured within thirty (30) days following the date of a written notice mailed as provided in Section (5)H. herein, the parties shall have all rights and remedies provided by law or equity. As may be determined at the option of and by the City Manager, if any default is not cured by Pure Ice or if Pure Ice does not comply with any terms, covenants or conditions provided herein within thirty (30) days from the date of written notice from the City Manager; or when, in the opinion of the City Manager or the City Commission, termination is necessary to protect the interests of public health, safety or general welfare. ii. Termination for Convenience. The City Manager, in his or her sole discretion and at any time, may terminate this Agreement, in whole or in part, upon thirty (30) days prior written notice. iii. If Pure Ice fails to comply, in a substantial or material sense, with any of its duties under this Agreement or any agreement it has with the City arising by virtue of this Agreement, and said failure continues beyond thirty (30) days from the date of written notice from the City Manager regarding such failure. M. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect thereto. N. Governing Law; Venue; Attorney's Fees. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for all actions under this Agreement shall be in the courts located in Miami Dade County, Florida. In any actions, claims, or proceedings between the parties each party shall bear its own attorney's fees and costs. O. No Joint Venture or Third -Party Beneficiaries. Pure Ice is an independent contractor and is not an agent, joint venture, partner or affiliate of the City, nor can the City be bound to honor any obligation or duty of Pure Ice, except as 8 City of Miami, FL expressly provided herein. Additionally, the City is not a guarantor of Pure Ice and Pure Ice is independent, separate, and unrelated to the City. Pure Ice is solely responsible for the performance of all its duties, as provided herein this Agreement; and, as to the City and the protocol, is the donor under the terms of this Agreement. Neither the City nor Pure Ice intends to directly or substantially benefit a third -party by this Agreement. Therefore, the parties agree there are no third -party beneficiaries to this Agreement and that no third - party shall be entitled to assert a claim against either of them based upon this Agreement. P. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act. Pure Ice shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Pure Ice shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any Services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Pure Ice shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Pure Ice affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under this Agreement. Furthermore, Pure Ice affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of Services and employment of personnel, Pure Ice shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. Q. E-VERIFY EMPLOYMENT VERIFICATION. Pure Ice shall E-Verify the employment status of all employees and subcontractors to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by any Pure Ice of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Pure Ice knowingly employs unauthorized aliens, such violation shall be cause for termination of the Contract. Furthermore, the Pure Ice agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e-verify.uscis.gov/emp , to verify the employment eligibility of all employees during the term of this Contract. Pure Ice shall also include a requirement in subcontracts that the 9 City of Miami, FL subcontractor shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subcontractor during the term of this Contract. R. Authority of Pure Ice Signatories. The undersigned officers executing this Agreement on behalf of Pure Ice have authority pursuant to corporate resolutions on file with the City, attached and incorporated herein, and all applicable laws of the State of Florida to act on behalf of and bind Pure Ice to every condition, covenant and duty set forth herein. S. Audit Rights. The City shall have all audit rights as are provided by Sections 18-99, 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), which are deemed incorporated by reference herein, Pure Ice agrees to keep all financial records pertaining to or related to this Agreement at its offices in New York County for the term of this Agreement and for three (3) years thereafter. At the City's request, Pure Ice shall deliver to the City such written statements as the City may reasonably require. The City shall have the right to conduct audits of Pure Ice records, in order to conduct any monitoring or evaluation activity it deems prudent. Pure Ice will cooperate with the City in the performance of these activities. Pure Ice's failure to comply with these requirements or the receipt by the City of any inconsistent, incomplete or inadequate information shall be grounds for immediate termination of this Agreement by the City. The City shall also have such inspection rights relative to the Services as are provided by the referenced Sections of the City Code, as were deemed incorporated by reference herein. T. No Representations by Pure Ice. Pure Ice shall not make any written, oral, electronic, social media, or online statements or affirmations that the City endorses, sponsors, promotes, or recommends Pure Ice; provided, that, Pure Ice shall be permitted to make written, oral, electronic, social media or online statements referencing Pure Ice's partnership with the City so long any such statements are approved by the City prior to being published (which approval may be provided via email)." The City expressly and fully disclaims any involvement, participation, or responsibility for the actions and omissions of Pure Ice in its operations. 10 City of Miami, FL IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: DocuSign. by: By: l '`"Iv Daniel wuerdinger Print Name: Title: Owner (Corporate Se I) ATTEST: r—DocuSigned by: c1177)-0- ‘.—Fdrin,fioncFusq DocuSlgned by. ICE USA By: Todd B. Hannon DocuSigned by: "Pure Ice" Pure Ice USA ,L.L.C. a Michigan Limited Liability Company CDocg any c : By:a ww Daniel wuerdinger Print Name: Title: Owner (Authorized Corporate Offic "City„ DocuSigned by: r) RUBE ICE USA CITY OF MIAMI, a Florida municipal corporation arkur Nov ude By: Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: DS r—Docusignetl by: rPr ‘..—FEF9DAHFE01,7 By: Victoria Mendez (Matter 23-2235) ,—DocuSigned by: FratAk Gow.t� ‘-263.C631021,1E. By: Ann -Marie Sharpe City Attorney Risk Management Director 11 City of Miami, FL EXHIBIT "A" PURE ICE PROPOSAL I. Description of the Apparatus The ice & water vending machine, henceforth referred to as the 'Machine', to be supplied by Pure Ice USA, stands at 8 feet and 1 inch in height, 3 feet and 9.5 inches in width, and 4 feet and 7.5 inches in depth. The Machine has the capacity to contain approximately 500 lbs. of ice and has the ability to produce approximately 2000 lbs. of ice per 24-hour period. The Machine operates utilizing a 230V electrical and water line supply and is in compliance with all relevant safety regulations and standards. II. Operational Strategy The Machine is designed for minimal maintenance and upkeep. Pure Ice USA, at a minimum, shall conduct bi-weekly servicing of the Machine, which includes the replenishment of bags, a thorough inspection for potential mechanical malfunctions, and assurance of cleanliness. Any repairs deemed necessary shall be conducted expeditiously by our specialized service team. III. Implementation Strategy Upon endorsement of this proposal and agreement on a delivery date and final location, Pure Ice USA commits to install the Machine within a seven (7) business day timeframe. Additional time for city permitting and water sampling may be required, typically not exceeding two (2) weeks. The installation process typically takes less than four (4) hours, thereby causing minimal disruption to the normal function of the area. The Machine will be installed and operationally ready to serve ice immediately post -installation. However, its operation will be officially commenced and open to the public only after the successful completion of all necessary City permits and water quality assessments. IV. Utility Costs During the 90-day trial period, it is proposed that all utility costs connected to the operation of the Machine, including electricity and water will be covered by the City. V. Contact Information The assigned point of contact for the City will be the Operations Manager of Pure Ice USA, Cloyd Reed, who can be reached at 440-567-9656 and cloyd@pureiceusa.com. VI. Insurance Details Pure Ice USA holds a comprehensive commercial general liability insurance policy which incorporates coverage for personal injury, property damage, and product liability. Evidence of said insurance can be supplied upon request. 12 City of Miami, FL EXHIBIT "B" INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 Not applicable — general liability policy to be endorsed to reflect coverage for hired and non -owned auto exposures III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit The above policies shall provide the City with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 13 City of Miami, FL COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) Pure Ice USA LLC WHEREAS, ., a (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Managers (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of Managers (same as identified above) that this company is authorized to enter into the Agreement with the City, and the Owner (company officer title) and the Owner (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 19 day of September 2023. Pure Ice USA LLC ("Contractor") An Florida (State) Company B raln. .,_,Egriccl by �, (Uutaiwy,r Daniel Wuerdinger Print Name: (sign) TITLE: Owner (sign) Print Name: 14 ACORD D CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 07/20/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Next First Insurance Agency, Inc. PO Box 60787 Palo Alto. CA 94306 INSURED Pure Ice USA LLC 7901 4th St N Ste 4000 Saint Petersburg, FL 33702 COVERAGES CERTIFICATE NUMBER: 476147860 CONTACT NAME: PHONEExu; (855) 222-5919 HM RE RESS: SUppOfL@rIeXLIrISUranCe-COm INSURER(SI AFFORDING COVERAGE IFAX (A/C, No): INSURERA: Next Insurance US Company INSURER B INSURERC: INSURERD: INSURER E INSURERF: NAICA 16285 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED Elt1 IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM/ INSR LTR ADDLISUBRLI TYPE OF INSURANCE k POUCV NUMBER POLICY EFF (IIMA F7(YYYYI POLICY N.) X COMMERC(ALGENERAL LIABMY EACH OCCURRENCE S1,000,000.00 1 CLAIMS MADE X OCCUR �� DAMAGE RENTED PREMISES TOoccu,rence; S 100,000.00 (��)` MED EXP (Any one person) S 15,000.00 A I l X NXTR4QPVTH-0O-GL 08/01/2 OS/01/2024 PERSONAL&ADVINJURY S1,000,000.00 _ s GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000.00Ro- X POLICY JECT LOC PRODUCTS - COMP/OP AGG S2,000,000.00 OTHER: *((/ S AUTOMOBILELIABILITY O COMBINED SINGLE LIMIT (Ea accidentl $ ANY AUTO BODILY INJURY (Per person) S v �. OWNED AUTOS ONLY — SCHEDULED AUTOS BODILY INJURY (Per accident) S r HIRED AUTOS ONLY NONOWNED AUTOS ONLY /� PROPERTY DAMAGE (Per accidents I �/'1 S UMBRELLA UAB OCCUR O EACH OCCURRENCE S EXCESS UAB CLAIMS -MADE AGGREGATE S DED RETENTION S S WORKERS COMPENSATIONPER STATUtE OTH- ER _. AND EMPLOYERS' LIABILITY N ANYPROPRIETOR/PARINERIEXECUTIVE Y❑ E.L. EACH ACCIDENT S OFFICERIMEMBEREXCLUDED? (Mandatory In NH) N / A E.L. DISEASE - EA EMPLOYEE S It yes desate under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S P DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule. may be attrned if more space is required) The Certificate Holder is City of Miami. This Certificate Holder is an Additional Insured on the General Liability policy on a primary and non-contributory basis. This Certificate Holder is an Additional Insured on the General Liability policy with respect to ongoing operations. This Certificate Holder is an Additional Insured on the General Liability policy with respect to completed operations. All Certificate older privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Cityof Miami LIVE 444 SW 2nd Ave Miami. FL 33130 I Click CERTIFICATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS_ ❑ 1 ' CIt ci *�,{ : �� ,, 3 AUTHORIZED REPRESENTATIVE cE2V--- or scan to view © 1988-2015 ACORD CORPORATION. All rights reserved. From: Gomez Jr., Francisco (Frank) To: Gandarilla. Aimee Cc: Quevedo, Terry; Aviles, Yesenia Subject: RE: FW: COI Pure Ice USA, LLC Date: Tuesday, September 19, 2023 2:59:53 PM Attachments: image001.pnq Thanks Aimee. No objections in moving forward with the understanding that there will not be any vehicle exposure or the use of personal vehicles for business related purposes. From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Tuesday, September 19, 2023 2:47 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: FW: COI Pure Ice USA, LLC Hi Frank, Please see below comments from Pure Ice. Thank you, Wine garu%ititta Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement f moor II J 0 1� "Serving, Enhancing, and Transforming our Community" From: Daniel Wuerdinger <danielPpureiceusa.com> Sent: Tuesday, September 19, 2023 2:44 PM To: Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: Re: FW: COI Pure Ice USA, LLC CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aimee, Regarding the WC and auto, please see attached e-mail. Pure Ice USA does not operate any vehicles and we do not employ people either so we previously discussed with your risk department that we are exempt on those items. Would this still be the case? Please feel free to give me a call if you have any questions. Best regards, Daniel Wuerdinger 248-325-4595 On Tue, Sep 19, 2023 at 2:30 PM Gandarilla, Aimee <AGandarillaPmiamigov.com> wrote: Hi Daniel, • Please see comments from our Risk Dept. • Please provide email who will be signing page 11. 0'4,\ • Please provide email who will be signing page 14 Co p'any Resolution. Thank you, Maize gandac ritta Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamiaov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and T an forming our Community" From: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com> Sent: Tuesday, September 19, 2023 2:11 PM To: Gandarilla, Aimee <AGandarillaPmiamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: RE: COI Pure Ice USA, LLC Hi Aimee, Please amend to reflect coverage for non owned auto exposures along with statutory WC. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (3o5) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Gandarilla, Aimee <AGandarillaPmiamigov.com> Sent: Tuesday, September 19, 2023 2:05 PM To: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com> Cc: Quevedo, Terry <TQuevedol@miamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: COI Pure Ice USA, LLC Good afternoon Frank, Please advise. Thank you, a we gandavutect Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamicoov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, September 26, 2023 10:44 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Cabrera, Paola Subject: Temporary Agreement Pure Ice USA, LLC Matter 23-2235 Attachments: Temporary Agreement Pure Ice USA, LLC Matter 23-2235.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qixnee caxtdavat& Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarilla@miamigov.com https://www.miami.gov/My-Government/Departments/Procurement "Serving, Enhancing, and Transforming our Community" 1