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HomeMy WebLinkAbout23290AGREEMENT INFORMATION AGREEMENT NUMBER 23290 NAME/TYPE OF AGREEMENT WATER MANAGEMENT TECHNOLOGIES, INC DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/WATER DEPOLLUTION SERVICES SCAVENGER 2000 DEPOLLUTION BOAT/FILE ID: 6884/R-20-0036/MATTER ID: 19-2598/#35 EFFECTIVE DATE March 11, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/18/2020 DATE RECEIVED FROM ISSUING DEPT. 3/18/2020 NOTE TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT El EXPERT CONSULTANT AGREEMENT El LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) I i r CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Procurement Department DEPT. CONTACT PERSON: Aimee Gandarilla / Tahlia Gray EXT.1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Water Management Technologies, Inc.. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑B YES- ❑ NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑N YES .❑�`NO � ti ❑ PUBLIC WORKS AGREEMENT.' - ❑ MAINTENANCE AGREEMENTS, ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT El PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): To execute an agreement between City of Miami and Water Management Technologies, Inc. - Scaven�c er 2000 Depollution Vessel 0-0 cktG4)-7? �amfh fl14' G L 'L e2.4441 Jr9 c - COMMISSION APPRO AL A E 02/13/2020 FILE ID: 6884 IF THIS DOES NOT REQUIRE COMbIISSION APPROVAL, PLEASE EXPLAIN: t. `i`. ::x° , • ,.ROUTING;INFORMATION �:` �= ,, ..m ..... > °' _."r`.h Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PR20068 ;12 - t 02 D PRINT: Annie Perez, CPPO SIGNATURE: SUBMITTED TO RISK MANAGEMENT 2/2 t PRIbTT: M e Sham k ov4t e S GNATURE: tr- SUBMITTED TO CITY ATTORNEY Matter # 19-2598 3 V ,z ss PRINT Victoria Mendez &vi.c 2 L:z r'c, SIGNATURE: - 1' A P,OVAL Y ASSISTANT CITY MANAGER OX -6 74-z-c-c..et. 9M .3/f2=Z7 PRINT: Sandra : ridgeman op APPROVAL BY ASSISTANT CITY MANAGER (END USER DEPARTMENT IF APPLICABLE) 1 PRINT: Nzeribe Ihekwab SIGNATURE: RECEIVED BY CITY MANAGER ��� � `° PRINT: Arthur Noriega V / SIGNATURE: 0 (Th- / ��ff 1) ONE ORIGINAL1O CITY -CLERK PRINT: Todd Hannon SIGNATURE: PRINT Victoria Mendez SIGNATURE: PRINT: SIGNATURE: 2) 3) REMAINING ORIGINAL(S),TO:ORIGINATING DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Tahlia Gray, Procurement Analyst, PRO Procurement - COM FROM: Pablo R. Velez, Assistant City Attorney DATE: March 5, 2020 RE: Water Management Technologies, Inc. - Sole Source - Scavenger 2000 Depollution Boat Matter ID No.: 19-2598 Enclosed please find the captioned agreement which has been approved by the City Attorney as to form and correctness. Once this agreement has been fully executed please file one original agreement with the City Clerk as the official record, please keep one original agreement as your Department record, and please e-mail a copy of the fully executed agreement to my assistant at PCabrera@miamigov.com. We will be closing our file on this matter unless additional services are requested. If you have further questions, please feel free to contact me at 305-416-1800. Enclosure(s) WHEN RETURNING THIS CONTRACT TO THIS OFFICE FOR FURTHER REVIEW, PLEASE IDENTIFY AS 19-2598 Doc. No.: 1303914 City of Miami Office of the City Attorney Legal Services Request To: Pablo R. Velez Date: 02/18/2020 Office of the City Attorney From: Tahlia Gray/Aileen Carbonell Contact Person Procurement Analyst Title Legal Service Requested: Procurement Department Requesting Client 305-416-1922 Telephones r; Professional Services Agreement Between City of Miami and Water Management Technologies Inc Matter ID No. 19-2598 for Signature. 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 pertinentinformation 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: ❑ Issue opinion in writing. ❑ Publish opinion after issuance. Authorized by: Yadissa Calderon 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/RDate: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 PROFESSIONAL SI _✓ICES AGREEMENffOR AI'. JDMENT OVERVIEW PSA TITLE: SCAVENGER 2000 DEPOLLUTION VESSEL 1. AWARD DELEGATED AUTHORITY: 0 Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ g City Commission — RESOLUTION No. .Q - " co3c 2. PROCUREMENT METHOD: 0 RFP/Q 0 ITB g SOLE SOURCE 0 PIGGY -BACK 0 PROFESSIONAL SERVICES UNDER $25,000 0 OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? 0 YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF SERVICES? The Scavenger 2000 Depollution Vessel is instrumental in the decontamination, oxygenation, and surface cleaning of navigable water within the City. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Public Works 7. IS THE AWARDEE THE INCUMBENT? Yes 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Same rn 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Expired. Received $50k approval due to early adjournment of the Jan 9th commission meeting. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $250,000.00 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Sole Source *\ IuI II1Tto i*o,v6 it It Iva City of Miami Legislation Resolution Enactment Number: R-20-0036 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 6884 Final Action Date:2/13/2020 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S FINDING OF A SOLE SOURCE, ATTACHED AND INCORPORATED AS EXHIBIT "A," PURSUANT TO SECTION 18-92 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING METHODS AND PROCEDURES, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") BETWEEN THE CITY OF MIAMI ("CITY") AND WATER MANAGEMENT TECHNOLOGIES, INC., A FLORIDA PROFIT CORPORATION ("WMT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR THE PROVISION OF WATER DEPOLLUTION AND CONTAMINATION REDUCTION ("SERVICES") OF ALL NAVIGABLE CANALS, OUTFALLS, AND THE BISCAYNE BAY WATERS FOR THE CITY'S DEPARTMENT OF RESILIENCE AND PUBLIC WORKS ("PUBLIC WORKS") FOR AN INITIAL PERIOD OF THREE (3) YEARS WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL ONE (1) YEAR PERIODS; ALLOCATING FUNDS FROM ACCOUNT NO. 00001.208000.534000.0000.00000 AND SUCH OTHER FUNDING SOURCES SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, the City of Miami's ("City") Department of Resilience and Public Works ("Public Works") is seeking to procure the utilization of the Scavenger 2000 Depollution Boat - ("Scavenger 2000"). for surface cleaning of the City's waterfronts; and WHEREAS, in addition to debris removal and oil sheen recuperation, the water depollution and contamination reduction of the Scavenger 2000 also provides the capability of treating the water with its oxygenating process ("Services"); and WHEREAS, the Services of the Scavenger 2000 can only be acquired from Water Management Technologies, Inc., a Florida profit corporation ("WMT"), the sole source provider of this proprietary technology with numerous patents registered with the United States Patent and Trademark Office; and WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida as amended ("City Code"), the Chief Procurement Officer ("CPO") has adopted a finding that WMT is the sole source, authorized provider of the Services; and WHEREAS, the findings of the CPO have been approved and adopted as the findings of the City Manager, attached and incorporated as Exhibit "A"; and WHEREAS, the City Manager and the CPO recommend that the requirements for competitive sealed bidding methods and procedures be waived, that procurement of the Services, as specified, be approved, and that a professional services agreement ("Agreement") be negotiated and executed for the same; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's finding of a sole source, attached and incorporated as Exhibit "A," pursuant to Section 18-92 of the City Code, waiving the requirements for competitive sealed bidding methods and procedures and authorizing' the City Manager to negotiate and execute an Agreement between the City and WMT, in a form acceptable to the City Attorney, for provision of the Services for all navigable canals, outfalls, and the Biscayne Bay waters for Public Works for an initial period of three (3) years with the option to renew for two (2) additional one (1) year periods is ratified, confirmed, and approved. Section 3. Funds are to be allocated from Account No. 00001.208000.534000.0000.00000 and such other funding sources subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized' to negotiate and execute any and all other documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, and prior budgetary approvals, in compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, all in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: dez, ity ttor ey 12/27/2019 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. AGENDA ITEM SUMMARY FORM File ID: #6884 Date: 11/26/2019 Commission Meeting Date: 02/13/2020 Type: Resolution Subject: Sole Source - Scavenger 2000 Purpose of Item: Requesting Department: Department of Resilience and Public Works Sponsored By: Ken Russell District Impacted: All A resolution of the Miami City Commission, with attachment(s), by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, confirming, and approving the City Manager's finding of a sole source, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as amended; waiving the requirements for competitive sealed bidding methods and authorizing the City Manager to execute an agreement between the City of Miami and Water Management Technologies, Inc. ("WMT") to establish water depollution services ("Services") to reduce the contamination and pollution of all navigable canals, outfalls, and Biscayne Bay waters for the Department of Resilience and Public Works ("Public Works") for an initial period of three (3) years with the option to renew for two (2) one-year periods, allocating funds from account no. 00001.208000.534000.0000.00000 and other funding sources, subject to the availability of funds and budget approval at the time of need; authorizing the City Manager to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to allocations, appropriations and budgetary approval having been previously made, and in compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with applicable laws and regulations, as may be necessary for said purpose. Background of Item: The City of Miami Department of Resilience and Public Works ("Public Works") has allocated funds to continue water depollution services ("Services") by use of the Scavenger 2000 Depollution Boat to further reduce the contamination and pollution of the City's waterways. The vessel is a surface collector that utilizes proprietary technology with numerous US registered patents, (7,517,459 B2 and 7,947,172 B2) due to its uniqueness, for a decontamination and oxygenation process that has proven to be beneficial to all navigable waterways by providing deep injections of pure oxygen. It will continue to reduce the contamination and pollution of all navigable canals, outfalls, and Biscayne Bay waters. In addition, 262 outfalls will be cleaned as part of the National Pollutant Discharge Environmental System (NPDES) Permit requirements. Pursuant to Section 18.92 (a)(1), Sole Source Contracts of the City's Procurement Code; a sole source is recommended for the above mentioned reasons. Budget Impact Analysis Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: General Account No.: 00001.208000.534000.0000.00000 Approximately $250,000.00 annually L$1,250,000.00 in the aggregate) Reviewed By Department of Resilience and Public Works Review Completed 11/26/2019 5:02 PM Office of Management and Budget Donovan Dawson Office of Management and Budget Christopher M Rose City Manager's Office Sandra Bridgeman Legislative Division Valentin J Alvarez City Manager's Office Nikolas Pascual Office of the City Attomey Pablo Velez Office of the City Attorney Bamaby L. Min Office of the City Attomey Victoria Mendez City Commission Todd B. Hannon City Commission Maricarmen Lopez Alan M. Dodd Department Head Budget Analyst Review Budget Review Assistant City Manager Review Legislative Division Review City Manager Review ACA Review Deputy City Attorney Review Approved Form and Correctness Meeting Meeting Completed 12/09/2019 4:30 PM Completed 12/12/2019 11:55 AM Completed 12/24/2019 9:23 AM Completed 12/24/2019 9:57 AM Completed 12/26/2019 12:23 PM Completed 12/26/2019 4:59 PM Completed 12/27/2019 6:18 AM Completed 12/27/2019 5:46 PM Completed 01/09/2020 9:00 AM Completed 02/13/2020 9:00 AM Detail by Entity Name Page 1 of 2 Florida Department of State D1'tloi`( of �, � •org .(�J����'f°�J�`l� J 3CLL! Irate of Florida t1 bite Department of State / Division of Corporations / Search Records / Detail By Document Number / DIVISION OF CORPORATIONS Detail by Entity Name Florida Profit Corporation WATER MANAGEMENT TECHNOLOGIES, INC. Filing Information Document Number P95000024462 FEI/EIN Number 65-0567298 Date Filed 03/24/1995 State FL Status ACTIVE Last Event AMENDMENT AND NAME CHANGE Event Date Filed 09/28/2005 Event Effective Date NONE Principal Address 10400 NW 33RD STREET 200 MIAMI, FL 33172 Changed: 04/16/2009 Mailing Address 2080 SW Cimarron Ct Palm City, FL 34990 Changed: 04/07/2017 Registered Agent Name & Address SOPHIE, MASTRIANO PCEO 2080 SW Cimarron Ct Palm City, FL 34990 Name Changed: 01/23/2006 Address Changed: 04/07/2017 Officer/Director Detail Name & Address Title PCEO MASTRIANO, SOPHIE 10400 N.W. 33RD STREET - SUITE 200 MIAMI, FL 33172 http://search. sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/18/2020 Detail by Entity Name Page 2 of 2 Title SEC, VP MASTRIANO, MARC A 10400 N.W. 33RD STREET SUITE 200 MIAMI, FL 33172 Annual Reports Report Year Filed Date 2017 04/07/2017 2018 03/21/2018 2019 03/19/2019 Document Images 03/19/2019 — ANNUAL REPORT 03/21/2018 — ANNUAL REPORT 04/07/2017 — ANNUAL REPORT 04/12/2016 — ANNUAL REPORT 04/20/2015 — ANNUAL REPORT 04/19/2014 — ANNUAL REPORT 04/09/2013 — ANNUAL REPORT 04/11/2012 — ANNUAL REPORT 04/28/2011 — ANNUAL REPORT 04/12/2010 -- ANNUAL REPORT 04/16/2009 — ANNUAL REPORT 04/14/2008 — ANNUAL REPORT 04/04/2007 — ANNUAL REPORT 01/23/2006 — ANNUAL REPORT 09/28/2005 -- Amendment and Name Change 04/11/2005 — ANNUAL REPORT 01/15/2004 — ANNUAL REPORT 01/15/2003 — ANNUAL REPORT 01/22/2002 — ANNUAL REPORT 08/16/2001 — ANNUAL REPORT 02/02/2000 —ANNUAL REPORT 10/20/1999 — REINSTATEMENT 03/14/1997 — ANNUAL REPORT 04/08/1996 — ANNUAL REPORT 03/24/1995 — DOCUMENTS PRIOR TO 1997 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Monde Department of State, Division of Corporations http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/18/2020 City of Miami, Florida PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Water Management Technologies, Inc. This Professional Services Agreement ("Agreement") is entered into this 11th day of March, 2020 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2"d Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Water Management Technologies, Inc., a Florida profit corporation ("WMT"), hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City has awarded Resolution 20-0036, adopted on February 13, 2020, authorizing the City and Contractor to enter into the Agreement to provide water depollution services ("Services") by way of the Scavenger 2000 Depollution Boat for the City's Department of Resilience and Public Works ("Public Works"); and WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as the same may be amended or supplemented from time to time ("City Code"), the Chief Procurement Officer has adopted, a finding that WMT is the sole source and provider of the Scavenger 2000 Depollution Boat; and WHEREAS, the findings of the Chief Procurement Officer have been approved and adopted as the finding of the City Manager; and WHEREAS, the City Manager and the Chief Procurement Officer recommend that the requirements for competitive sealed bidding procedures be waived and that the procurement of the above service, as specified, be approved. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: City of Miami, Florida TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Scope of Services is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Pricing Proposal is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Frequency of Cleaning Maintenance and Service of City Waterway Locations is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The Insurance Requirements and Certificate of Insurance are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "D". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA"), inclusive of Exhibits, as may be amended; and (2) Contractor's proposal dated October 3, 2019, acknowledging scope of services and pricing component of services. 2. TERM: The Agreement shall become effective on the date reflected on the first page and shall be for the duration of three (3) years with two (2) one (1) year options to renew. The City Manager shall have the option to terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Contractor agrees to timely and competently provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, City of Miami, Florida certificates, registrations, authorizations, and expertise required for the performance of the Services, including, but not limited to, full authorization and qualifications to conduct business in Florida; and (ii) it is not delinquent in the payment of any sums due to the City, its agencies and instrumentalities, including payment of permits, fees, occupational licenses, fines, Hens, violations, etc., nor in the performance of any contractual obligations or payment of any monies to the City, its agencies and instrumentalities, nor has been debarred by any Florida public agency or been placed on the convicted vendors list pursuant to §287.133, Florida Statutes; and (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall at all times provide fully qualified, competent, andphysically capable employees to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor shall be based on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Unless otherwise specifically provided in Exhibit "B", payment shall be made within thirty (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be City of Miami, Florida sufficiently detailed to comply with the "Florida Prompt Payment Act", §§218.70. - 218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. D. The City will pay Contractor one hundred percent (100%) of each total invoice amount during the term of the Agreement. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, data, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, document, data, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, data, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents and data which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. City of Miami, Florida 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, data, and records, including, without limitation, electronic records of Contractor which are directly pertinent to this Agreement, for audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, data, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, data, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of §§ 18-101 and 18- 102 of the City Code. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. City of Miami, Florida 8. PUBLIC RECORDS: (Non -Negotiable) A. Contractor 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. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor 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 service; (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. Notwithstanding the foregoing, Contractor 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. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. City of Miami, Florida D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, ethics, lobbying, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's 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. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further, hold harmless the City, its officials and employees, and indemnify, save, and defend (at its own cost), the City, its officials and/or employees against any civil actions, City of Miami, Florida statutory, administrative, regulatory, or similar claims, injuries or damages arising or resulting from the permitted Work, or from the Contractor's alleged non-compliance with legal or contractual requirements relative to the permitted Work,even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep, save harmless, and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own cost and expense, to and through trial, administrative, regulatory, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties shall survive the cancellation or expiration of the Contract. This Section shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as may be applicable and as amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -Contractor shall indemnify the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, City of Miami, Florida in no way, assumes or shares any responsibility or liability of the Contractor or sub -contractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. Contractor understands and agrees that all liabilities regarding the use of any subcontractor, supplier, laborer, or material person for Services related to this Agreement shall be borne solely by Contractor throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement or fails to perform in any material way any of its obligations hereunder and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in City of Miami, Florida connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000.00), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and Zero Cents ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation or ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: (Non -Negotiable) A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. A material breach for purposes of this Agreement shall refer to a failure of performance City of Miami, Florida under the Agreement which is significant enough to give the City the right to sue for breach of contract. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. 14. INSURANCE: A. Contractor 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 "D" and incorporated herein by this reference. The Contractor shall add the City as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. 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's Risk Management Administrator 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 prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that City of Miami, Florida this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Administrator throughout the duration of this Agreement. C. Contractor 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, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, 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 Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek procurement related damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. D. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement because of race, color, sex, religion, age, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, City of Miami, Florida solely because of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. ASSIGNMENT: The Contractor's services are considered unique in nature. This Agreement shall not be assigned, sold, conveyed or pledged by Contractor, in whole or in part, and Contractor shall not assign any part of its operations under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. City of Miami, Florida TO CONTRACTOR: Sophie Mastriano President & CEO Water Management Technologies, Inc. 10400 NW 33rd Street Suite #200 Miami, FL 33172 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 With copies to: Alan E. Dodd, PE Resilience and Public Works Director 444 SW 2nd Avenue, 8th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorneys' fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order City of Miami, Florida to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an Independent Contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance City of Miami, Florida for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, or program requirements or continuation, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. City of Miami, Florida 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME/ SEAL: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor may not utilize the City's official seal or any likeness thereof. The Contractor agrees to protect any confidential information provided by the .City and will not release information of a specific nature without prior written consent of the City -Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to 2-611 of the City Code, regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) City of Miami, Florida shall have any rights whatsoever under this Agreement. There are no express or implied Third - Party Beneficiaries to this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. City of Miami, Florida 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. City of Miami, Florida 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: Print Name:, ieri-,,g Title: SK -PLA2.40,-/(li- (Corporate Seal) ;iax v� •., BARBARA LICITRA f ' j; Notary Public - State of Florida '• Commission M GG 946518 of ram. My Comm. Expires Jan 12, 2024 Bonded through National Notary Assn. ATTEST: Todd B. Hanno City Clerk APPROVED AS TO FORM AND CORREC Victori City A /9- Noriega V ager "Contractor" WATER MANAGEMENT TECHNOLOGIES, INC., a Florida profit corporation B f e Mas riano ent & CEO (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal Corporation Bv. Arthu City Ma APPROVE REQUIR Ann -Mari: S arpe Risk Ma : a - ment Director CE City of Miami, Florida CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Water Management Technologies, Inc., a Florida profit corporation, 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 Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and the President and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation 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 2-7t4 day of ! tl2%4/^y, 20129-7 1Av 4e& I4u4`u04 4T4C L ("Contractor") An �-1'l(�[1 X e% (State) Corporation By: ftki) 0A.9/) AA (Sign) Print Name: 510n0-itSl Kea Title: Pre_51k2 , CEO --------oAM, -4 9°.e'.. BARBARA LICI'RA 4 ?°� 'rri Notary Public - State of Florida c` Commission = GG 94651 8 '' of My Comm. Expires Jac 12, 2024 .... Bonded through National Notary Assn. City of Miami, Florida EXHIBIT "A" SCOPE OF SERVICES This project consists of the collection of floatable debris in the water surfaces under the jurisdiction of the City of Miami including the Biscayne Bay area, navigable tributaries and its marinas. It also calls for oxygenation injection and water treatment system. Floatable debris are to be considered as any material floating within the first two feet of water and includes aluminum cans, plastic bags, toys, vegetation, animal debris, wood, leaves, etc. Contractor shall store this debris at selected staging areas approved by the City Engineer. The debris shall be carried from the staging areas to a Miami -Dade County disposal facility at the Contractor's expense. The Scavenger 2000 shall implement its oxygen aeration and decontamination process within any navigable body of water encounter as shown in the attached City of Miami Waterways location map. The following are receiving streams for the outfalls within the jurisdiction of the City of Miami Municipal Separate Storm Sewer System (MS4) permit: Biscayne Bay, Miami River, Wagner Creek, Seybold Canal, Lawrence Waterway, Miami Canal, Davis and Ademar Canal , Little River. The City of Miami will inform Water Management Technologies where they require the vessel to work. The City will also provide free docking space for the Scavenger 2000 including water and electricity at the MRC Docking area. Contractor shall work a maximum of 30 hours per week; Twenty five (25) hours for treating the navigable waterways per contract and five(5) hours per week on the Miami River at no cost to the City (except in case of Force Majeure). The Contractor shall also provide an annual water analysis report to the City. Contractor will provide every year a water analysis report to the City from a.different selected location regarding the following parameters which are: 1. Human fecal coliform 2. Total coliform 3. Bacteria Count 4. Algae Count 5. Ph, Temperature City of Miami, Florida EXHIBIT "B" PRICING PROPOSAL !VOTER MAN4GEIIEVT TECHNOLOGIES The SC. YENGEif 2000 li'wer Decwr1wwllafirm 1 cSsei -An Integrated Approach To )liner Rejuvenation October 3rd, 2019 Tahlia R Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2 Ave, 6th Floor Miami, FL 33130 Telephone: 305-416-1912 Good day Tahlia, We consider ourselves to be a sole source supplier for surface water maintenance simultaneously performing? surface debris removal in various sizes drawing the water to the vessel as a giant vacuum, while oxygenating and decontaminating the water through our patented Oxy-Plus system on board the Scavenger. The price for the services is $200.00 per hour., Please find attached patent numbers: US 7,517,459 82 and US 7,947,172 B2 I've also attached a copy of our brochure Do not hesitate to contact me with any questions. Regards, So' ie astnano P er Management Technologies, Inc. E-Mail : sochie 8 scavenoer'OGO com Phone : (954) 668-6937 Web : www.Scevengerressel.com 10400 NW 33rd Street, Miami, Florida 33172-5902 USA ,Suite 200 City of Miami, Florida EXHIBIT "C" FREQUENCY OF CLEANING MAINTENANCE AND SERVICE OF CITY WATERWAY LOCATIONS WEEK 1 - Biscayne Bav / North of River (30 hours maximum) for 50 weeks Working Area Monday Tuesday Wednesd ay Thursday Friday Total (30 hours) Bayside Marina 2 hr 2 hr 2 hr 2 hr 2 hr 10 hrs American Airlines Arena Cove 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs NE 21 Street Cove 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs NE 28 Street Cove 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs No charge to City — Miami River 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs No charge to City WEEK 2 - Biscayne Bav / North of River (30 hours maximum) for 50 weeks Working Area Monday Tuesday Wednes day Thursday Friday Total (30 hours) 6 hrs Davis Canal 2 hr 1 hr 1 hr 1 hr 1 hr Ademar Canal 1 hr 2 hr 1 hr 1 hr 1 hr 6 hrs Little River 1 hr 1 hr 2 hr 1 hr 1 hr 6 hrs Biscayne Bay 1 hr 1 hr 1 hr 2 hr 2 hr 7 hrs No charge to City — Miami River 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs No charge to City WEEK 3 - Biscayne Bay / South of River (30 hours maximum) for 50 weeks Working Area Monday Tuesday Wednes day Thursday Friday Total (30 hours) 8 hrs Dinner Key Marina 2 hr 1 hr 2 hr 1 hr 2 hr Grove Key Marina 1 hr 2 hr 1 hr 2-hr 1 hr 7 hrs Biscayne Bay 2hr 2hr 2hr 2hr 2hr 10hrs No charge to City — Miami River 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs No charge to City WEEK 4 - Through the Miami River (30 hours maximum) for 50 weeks Working Area Monday Tuesday Wednes day Thursday Friday Total (30 hours) Seybold Canal 2 hr 1 hr 1 hr 1 hr 2 hr 7 hrs Lawrence Waterway 1 hr 2hr 1 hr 1 hr 1 hr 6 hrs ' South Fork Miami River 1 hr 1 hr 2 hr 1 hr 1 hr 6 hrs Miami Canal 1 hr 1 hr 1 hr 2 hr 1 hr 6 hrs No charge to City — Miami River 1 hr 1 hr 1 hr 1 hr 1 hr 5 hrs No charge to City City of Miami, Florida EXHIBIT "D" INSURANCE REQUIREMENTS AND CERTIFICATE OF INSURANCE I. 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 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured 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 City'of Miami, Florida R.q IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 The above policies shall provide the City of Miami 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 City's Risk Management Department prior to insurance approval.