Agreement with Xylem Water Solutions U.S.A, Inc. AGREEMENT —--
BETWEEN
THE CITY OF MIAMI BEACH
AND
XYLEM WATER SOLUTIONS U.S.A, INC.
FOR THE PURCHASE OF FLYGT/XYLEM PUMP EQUIPMENT, PARTS,
SOFTWARE, SERVICE AND RELATED ITEMS
IA A
This Agreement ("Agreement") is entered into this 2g—day of ' , 2018, between the
CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the
laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami
Beach, Florida, 33139 ("City), and XYLEM WATER SOLUTIONS U.S.A, INC., a New York
corporation, authorized to do business in Florida, whose address is 14125 South Bridge Circle,
Charlotte, NC.28273("Contractor").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including any exhibits
and amendments thereto. The City is authorized to enter into this
Agreement pursuant to Resolution No. 2017-29784.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be Roy Coley, Public Works Assistant
Director/Infrastructure Director.
Contractor. For the purposes of this Agreement, Contractor shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Service(s): All service(s), work and actions by the Contractor performed or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Contractor as compensation for Service(s).
Risk Manager. The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number(305)
673-7000, Ext. 6435; and fax number(305)673-7023.
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SECTION 2
SCOPE OF SERVICE(S1
The Contractor will sell to the City and connect Flygt submersible pumps (the pumps), and sell
related equipment, parts, and software(if required)(collectively,"Products"), and provide related
services including, without limitation, performance of repairs (the "Service(s)'), on an "as
needed" basis, as determined and requested by the City pursuant to a written purchase order(a
"Purchase Order'), pursuant to the terms of this Agreement.
2.1 PURCHASE ORDER ACCEPTANCE: Unless otherwise agreed between Contractor
and the City, the Purchase Order shall be deemed accepted by Contractor upon
Contractor's written confirmation to the City or by the furnishing of the Products or
Services specified in the Order. Either of the foregoing shall constitute Contractor's
acknowledgment of the Purchase Order(the"Order Acknowledgement").
2.2 PRODUCT CONTENT AND SPECIFICATIONS OF PRODUCTS: Contractor agrees to
provide the City with the Product content and specification information for all Products
purchased by the City from Contractor.
2.3 REPAIRS: At the request of the City, Contractor may perform any needed repairs to the
pumps, pursuant to the price list incorporated herein by reference and attached as Exhibit A
hereto.
SECTION 3
FEES
3.1 The purchase of the Products and costs of related Service(s) shall not exceed
$500,000.00 annually($1,500,000 for the three year term of this Agreement).
3.2 During the Term, Contractor shall provide the City with a discount toward the price of the
Products covered in this Agreement, as more particularly set forth in Exhibit A hereto.
Additionally, during the Term, the prices for Products and Services as set forth In Exhibit A
hereto shall remain fixed.
3.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45)days of the Service(s)satisfactorily rendered (and referenced in the particular invoice).
Invoices shall include a detailed description of the Service(s)(or portions thereof)provided, and
shall be submitted to the City at the following address:
Accounts Payable Division
Finance Department
City of Miami Beach
1700 Convention Center Drive, 3p Floor
Miami Beach, FL 33139
Invoices not containing a Purchase Order Number(PO No.), or containing an incorrect PO No.
shall not be approved for payment.
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SECTION 4
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto, and shall have a term of three(3)years.
SECTION 5
INDEMNIFICATION AND INSURANCE REQUIREMENTS
5.1 INDEMNIFICATION:
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any arid all actions (whether at law or in
equity), claims (including copyright, patent or trademark infringement claims), liabilities, losses,
and expenses, including, but not limited to, attorneys'fees and costs, for personal, economic or
bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to
have arisen from the negligent acts, errors, omissions or other wrongful conduct of the
Contractor, its officers, employees, agents, contractors, or any other person or entity acting
under Contractor's control or supervision, in connection with, related to, or as a result of the
Contractor's performance of the Service(s) pursuant to this Agreement. To that extent, the
Contractor shall pay all such claims and losses and shall pay all such costs and judgments
which may issue from any lawsuit arising from such claims and losses, and shall pay all costs
and attorneys' fees expended by the City in the defense of such claims and losses, including
appeals. The Contractor expressly understands and agrees that any insurance protection
required by this Agreement or otherwise provided by the Contractor shall in no way limit the
Contractor's responsibility to indemnify, keep and save harmless and defend the City or its
officers, employees, agents and instrumentalities as herein provided.
The parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Service(s) under this Agreement is the specific consideration from the City
to the Contractor for the Contractors indemnity agreement. The provisions of this Section 5 and
of this indemnification shall survive termination or expiration of this Agreement.
City and Contractor waive against each other, and against the other's officers, directors,
members, partners, and employees any and all claims for or entitlement to special, incidental,
indirect, punitive, or consequential damages arising out of, resulting from, or related to the
Agreement.
5.2 INSURANCE REQUIREMENTS:
The Contractor shall maintain and carry in full force during the Term, the following insurance:
A. General Liability/Public liability coverage including products completed operations,
blanket contractual liability, bodily injury and property damage, and automobile coverage
(bodily injury and property damage) shall be maintained each with minimum limits of
USD 1 million($1,000,000);
B. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes,
including Employer's liability with a limit of USD 1 million ($1,000,000) unless a higher
limit is specified in the Order.
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The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than"B+"as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,or its equivalent.
All of Contractor's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty (30) days prior to termination, cancellation or reduction in
coverage in the policy. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Contractor specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
The Contractor is also solely responsible for obtaining and submitting all insurance certificates
for any sub-contractors.
Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Contractor shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 6
LITIGATION JURISDICTION /VENUE/JURY TRIAL WAIVER
This Agreement shall be construed In accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 7
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of Ten
Thousand and 00/100 ($10,000) Dollars. Contractor hereby expresses its willingness to enter
into this Agreement with Contractor's recovery from the City for any damages from any action
for breach of contract to be limited to a maximum amount of Ten Thousand and 00/100
($10,000) Dollars.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount in
excess of Ten Thousand and 00/100 ($10,000) Dollars for any action or claim for breach of
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contract arising out of the performance or non-performance of any obligations imposed upon the
City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 8
DUTY OF CARE
With respect to the performance of the work and/or service(s) contemplated herein, Contractor
shall exercise that degree of skill, care, efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to the performance of
comparable work and/or Service(s).
SECTION 9
COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or service(s), Contractor shall comply with all applicable
laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the
Federal Government, as applicable, and as may be amended from time to time.
SECTION 10
GENERAL PROVISIONS
10.1 PUBLIC ENTITY CRIMES: Prior to commencement of the Service(s), the Contractor
shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a)
Florida Statute on Public Entity Crimes with the City's Procurement Division
10.2 NO DISCRIMINATION: Contractor hereby agrees to comply with City of Miami
Beach Human Rights Ordinance, as codified in Chapter 62 of the City Code, as may be
amended from time to time, prohibiting discrimination in employment, housing, public
accommodations, or public services, on the basis of actual or perceived race, color, national
origin, religion, sex, intersexuality, sexual orientation, gender identity, familial and marital
status, age, ancestry, height, weight, domestic partner status, labor organization membership,
familial situation, political affiliation, or disability.
10.3 CONFLICT OF INTEREST: Contractor herein agrees to adhere to and be governed
by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as
set forth in the Miami-Dade County Code, as may be amended from time to time; and by the
City of Miami Beach Charter and Code, as may be amended from time to time; both of which
are incorporated by reference as if fully set forth herein.
Contractor covenants that it presently has no interest and shall not acquire any interest, directly
or indirectly, which could conflict in any manner or degree with the performance of the
Service(s). Contractor further covenants that in the performance of this Agreement, Contractor
shall not employ any person having any such interest. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this Agreement or to any
benefits arising there from.
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SECTION 11
TERMINATION OF AGREEMENT
11.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is
subject to the appropriation of funds by its legislative body in an amount sufficient to allow
continuation of its performance in accordance with the terms and conditions of this Agreement.
In the event there is a lack of adequate funding either for the products, services and/or the
project;the City may terminate this Agreement without further liability to the City.
11.2 TERMINATION FOR CAUSE: The City, through the City Manager, may
terminate this Agreement for cause, upon written notice to Contractor, in the event that the
Contractor (1) violates any provision of this Agreement or performs same in bad faith; (2)
unreasonably delays the performance of the services or any portion thereof; or (3) does not
perform the services or any portion thereof in a timely and satisfactory manner. In the case of
termination for cause by the City, the Contractor shall first be granted a thirty (30) day cure
period (commencing upon receipt of the initial written notice of default from the City). In the
event of a termination for cause, the City shall be fully discharged from any and all liabilities,
duties, and terms arising out of,or by virtue of, this Agreement.
Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The City, at
its sole option and discretion, shall be entitled to bring any and all legaVequitable actions that it
deems to be in its best interest in order to enforce the City's right and remedies against
Contractor. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys'fees.
11.2.1 In the event this Agreement is terminated for cause by the City, the City, at its
sole option and discretion, may take over the remaining services and complete them by
contracting with another Contractor(s), or otherwise. The Contractor shall be liable to the
City for any additional cost(s) incurred by the City due to such termination. "Additional
Cost- is defined as the difference between the actual cost of completion of the services,
and the cost of completion of such services had the Agreement not been terminated.
11.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for
cause, the City through the City Manager, may also terminate this Agreement, upon fourteen
(14)days prior written notice to Contractor,for convenience, without cause, and without penalty,
when (in its sole discretion) it deems such termination to be in the best interest of the City. In
the event the City terminates the Agreement for convenience, Contractor shall be compensated
for Contractors actual cost of work and materials, applicable solely to the Order and consistent
with agreed Order commitments, if any, of the City for raw material, work in process and
furnished products materials, which shall have been expended when notice of cancellation shall
be received by Contractor. Upon payment of any amount which may be due to Contractor
pursuant this subsection 11.3,the City shall have no further liability to Contractor.
11.4 TERMINATION FOR INSOLVENCY: If prior to delivery, Contractor is placed either in
voluntary or involuntary bankruptcy, the City may terminate the Order immediately by sending
Contractor written notice and the rights and obligations of the parties shall be the same as
provided in Section 11.3.
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11.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for
cause or for convenience), the Contractor shall immediately, upon receipt of the City's written
notice of termination: (1) stop the performance of services; (2) place no further orders or Issue
any other subcontracts, except for those which may have already been approved, in writing, by
the City Manager's designee; (3) terminate all existing orders and subcontracts; and (4)
promptly assemble all project documents(for delivery to the City Manager's designee).
SECTION 12
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONTRACTOR: Xylem Water Solutions U.S.A, Inc
15132 Park Of Commerce Boulevard, Suite 102
Jupiter, FL 33478
Attn: Deborah Scanlon, Inside Sales Engineer
TO CITY: City Managers Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Jimmy L. Morales
With a Copy to:
Public Works Department
City of Miami Beach
451 Dade Boulevard
Miami Beach, FL 33139
Attn: Roy Coley, Public Works Assistant
Directodlnfrastructure Director
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered,or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
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SECTION 13
WARRANTIES
13.1 INTELLECTUAL PROPERTY WARRANTY: Contractor warrants that the use of
the Products by the City or its employees, agents, representatives and contractors does not
entail any infringement of patent, copyright, design, trademark or similar right. Contractor
shall defend, hold harmless and indemnify the City, its successors and assigns
(whether direct or indirect), against any and all losses, damages and expenses of any nature
(including attorney's and other professional fees) which they, or any of them, may sustain or
Incur as a result of breach, except such indemnity does not apply if the infringement or
violation arises from or is based upon Contractor's compliance with particular requirements
of the City that differ from Contractor's standard specifications for the Product. If notified in
writing, Contractor shall undertake at its expense the defense of any such suit or
proceeding and save the City harmless from any expenses, loss or damage arising therefrom.
Further, if an infringement claim is made against the City, the City may without prejudice
to its rights herein also request at its discretion and at the City's expense and risk
that Contractor (i) procures for the City the right to continue using the Product(s) or
using the results of the service, (ii) modifies the Products or the results of the service so that
they cease to be infringing or (iii) replaces the Products or re-performs the service so that
they become non-infringing; provided always that the modified or replaced Products or
services do not detract from agreed functionality.
13.2 Contractor warrants that the products or services (or both) conform in all respects to
any expressed warranties made by Contractor to the City are (i) free from defects in title,
labor, materials, services, manufacture and or design, (H) conform to the applicable
specifications, drawing, and standards of quality and performance, (iii) comply with all
governmental requirements that may apply to the design, production, sale or distribution of
the products, (iv) are new and unused at the date of delivery and fit for the purposes for
which purchased by the City; and (v) the Services, if any, will be performed with all
appropriate skill and care in accordance with industry best practice and in compliance with
all governmental requirements that apply to the Services. Contractor's acceptance or
use of or payment for the products or Services shall not diminish Contractor's
obligations under this warranty.
13.3 Warranty period (i) for Products is twenty-four(24) months from the date of delivery
to the City, and (ii) for Services is twenty-four (24) months from the date of City's
acceptance thereof; unless otherwise agreed between the parties and set forth on the face
of the Order.
13.4 If the Products or Services do not conform with the above warranties ("Non-
Conforming Products or Services"), Contractor agrees, at the City's option, to any of
these remedies: (i) repair or replace Non-Conforming Products or re-perform the Non-
Conforming Services within 48 hours, or (ii) issue a credit note for the corresponding
amount or refund the purchase price or (ill) exercise any other applicable rights or
remedies, including the purchase of substitute Product or Service. If the product is
repaired or replaced or a Service is re-performed, the warranty period shall restart.
Contractor shall also be responsible to pay for or reimburse the City for all
defective product costs, including but not limited to; labor (direct and indirect) and
materials, (i) to return, store or dispose any Non-Conforming Products, (ii) to inspect,
evaluate and/or disassemble any Non-Conforming Products wherever located, (iii) to
transport and install replacement Product, (iv) to repair and re-work Non-Conforming
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Product if Contractor is unable to repair or replace the same to meet the City's time
and quantity needs, (v) to perform value-add activities prior to discovery of the defect/Non-
Conformity, (vi) an administrative fee of equivalent to USD three hundred ($300) per claim.
The foregoing remedies are cumulative and are not exclusive of any rights and remedies at
law or in equity.
SECTION 14
MISCELLANEOUS PROVISIONS
14.1 CHANGES AND ADDITIONS: This Agreement cannot be modified or amended
without the express written consent of the parties. No modification, amendment, or alteration of
the terms or conditions contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity herewith.
14.2 SEVERABILITY: If any term or provision of this Agreement is held invalid or
unenforceable, the remainder of this Agreement shall not be affected and every other term and
provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
14.3 ENTIRETY OF AGREEMENT: The City and Contractor agree that this is the entire
Agreement between the parties. This Agreement supersedes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters
contained herein, and there are no commitments, agreements or understandings concerning the
subject matter of this Agreement that are not contained in this document Title and paragraph
headings are for convenient reference and are not intended to confer any rights or obligations
upon the parties to this Agreement.
SECTION 15
CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time. Records made or received in
connection with this Agreement are public records under Florida law, as defined in
Section 119.011(12), Florida Statutes.
(B) Pursuant to Section 119.0701 of the Florida Statutes, the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
9
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(C) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the request,
and the Contractor must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1)unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at-law or in equity.
(3) A contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(D) CIVIL ACTION.
(1) If a civil action is filed against Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Contractor the reasonable costs of enforcement, including
reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1Xb) if it Is sent to the City's custodian of
public records and to the Contractor at the Contractors address listed on its
contract with the City or to the Contractors registered agent. Such notices must
be sent by common carrierdelivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery,which may be in an electronic format.
(3) A contractor who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(E) 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 AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
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CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOOMIAMIBEACHFL.GOV
PHONE: 305-673-7411
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: ///
City Clerk ccy_ x'd' t .
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Date: i '' \
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FOR CONTRACTOR: , 7j' , 4 XYt
ATTEST: y_,------------ 'it.-Z1±7•.:: / ATER SOLUTIONS U.S.A., INC.
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Secre,-ryi • President ^,
c Ronald Askin, President `` t:NOSSS t/$ 2i,'\
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Print Name Print Name/Title i `J ' 1E •' c+
Date: 5 , . J) iS 5/10/2018 : ary'ig l7 q jil
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APPROVED AS TO
FORM & LANGUAGE
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City Attorney 4,17( Date
EXHIBIT A
DISCOUNTS AND LIST OF FIXED PRICES
Item Description Unit Price/%Discount
1 Pumps 5%for annual sales up to$500,00
7.5%for annual sales from $500,001 to$750,000
10%for annual sales over$750,000
2 Parts 5%for annual sales up to$500,00
7.5%for annual sales from$500,001 to$750,000
10%for annual sales over$750,000
3 Hourly Labor Rate for $80.00 Per Hour
Repairs
4 Environmental Fee
1 to 10 HP $28.00 Each
11 to 5G HP _ $55.00Each —. _. _ _
Greater than 50 HP $73.00 Each
5 Lubricants and Materials
1 to 10 HP $28.00 Each
11 to 50 HP $41.00 Each
Greater than 50 HP $66.00 Each
6 Flange Drilling $165.00 Each
13
XYLEM WATER SOLUTIONS U.S.A.,INC.
at.*
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
WHEREAS,the undersigned,constituting all of the members of the Board of Directors of Xylem Water Solutions,
U.S.A.,Inc.,a Delaware corporation formed pursuant to the imus of the State of Delaware(the"Corporation"),do
hereby consent,pursuant to Section 141(f)of the General Corporation Law of the State of Delaware,to the adoption
of the resolutions sot forth below,with the same effect as if said actions were taken by unanimous approving vote at
a meeting at which all of the Directors were present in person:
RESOLVED, that the legal acts and contracts of the current and past officers of the Corporation are
hereby adopted,ratified and approved. -
RESOLVED FURTHER, that the following named persons are appointed as officers of the
Corporation in the capacities indicated opposite their respective names, to serve as officers from this
date forward until their resignation,removal or death or until their successors are duly appointed.
Individuals Office(s)
Ronald C.Askin President
Matthew Fisher Vice President,Treasurer
Jane Dobson Vice President,Secretary&General Counsel
Tim Glazer Vice President,Assistant Secretary
Theresa Gladstein Vice President,Assistant Treasurer
Robed Lyons Vice President,Assistant Treasurer
Kyle Foushea Vice President
Michael Maierle Vice President
Joseph McCausland Vice President
Kenneth Napolitano Vice President
Shashank Patel Vice President
Patrick Ricnks Vice President
Steven Scheidler Vice President
Christy Valencia Vice President
Peter Van Winkle Vice President
RESOLVED,that any previous appointments of officers for the Company are hereby revoked.
RESOLVED FURTHER,that this Unanimous Written Consent may be executed in any nnnber
of counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same document, and that the different
.. directors of the Company need not be signatories to the same counterpart.
IN WITNESS WHEREOF,the undersigned have executed this linen' lens— rittei onsent y of Decomb41,
-
2017. s
Ru, d C. _ -
e r-w isher f /
Jane iobson
/ /
LI Page 1 oft
2017-297$4
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION
OF THE CITY MANAGER (AS FURTHER SET FORTH IN THE CITY
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION) AND
WAIVING, BY 5I7THS VOTE, THE FORMAL COMPETITIVE BIDDING
REQUIREMENTS, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST
INTEREST, AND AUTHORIZING THE PURCHASE OF FLYGTIXYLEM PUMP
EQUIPMENT, PARTS, SOFTWARE, SERVICE AND RELATED ITEMS FROM
XYLEM WATER SOLUTIONS U.S.A., FOR PURPOSES OF STANDARDIZING
SUBMERSIBLE PUMPS CITYWIDE, IN AN AMOUNT NOT TO EXCEED
$500,000 ANNUALLY, FOR A PERIOD OF THREE YEARS.
WHEREAS, the City of Miami Beach operates and maintains over 100 submersible
pumps within the Wastewater and Stormwater Division of the Public Works Department
("PWD); and
WHEREAS, the City's current submersible pumps are made by a variety of
manufacturers, with an inventory that consists of seventy (70) Flygt pumps, eight (8) Wilo/Davis-
Emu pumps, twelve (12) ABS pumps, nine (9) KG! Hydro pumps, and five pumps that are
missing and need replacement; and
WHEREAS, each of the currently installed brands has specific engineering
specifications that require each manufacturer of the pumps to supply all original equipment
manufacturer(OEM), parts and replacement equipment; and
WHEREAS, each brand's specifications requires the City to manage multiple
maintenance/repair agreements with different vendors, maintain a higher stock of spare parts
for each brand's equipment and related items, reduces the City's ability to use different pumps
and/or equipment and parts at different locations, and includes a much higher learning curve
with respect to each manufacturer's specific maintenance and operations; and
WHEREAS, the Flygt pump brand is the originator of the heavy duty electrical
submersible pump and provides support, expertise, and high quality products available for
pumping and mixing contaminated and abrasive liquids; and
WHEREAS, the Flygt brand of pumps is used by many different municipalities, including
Miami-Dade County and Orange County; and
WHEREAS, the Administration recommends standardizing its submersible pumps to two
brands of pumps (Flygt and Sulzer), to minimize the issues that result from having many
different brands of submersible pumps, decrease the required stock level of spare parts, allow
for more interchangeable parts and pumps and more efficient utilization, and create leverage for
service agreements; and
WHEREAS, Xylem Water Solutions, U.S.A. is the sole provider of Flygt pump equipment
and related items, and the City Manager recommends the waiver of the competitive bidding
requirements with respect to purchases of Flygt pumps and related items from Xylem Water
Solutions, U.S.A., as being in the best interest of the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City
Commission hereby accept the written recommendation of the City Manager(as further set forth
in the City Commission memorandum accompanying this Resolution) and waive, by a 5/7'" vote,
the formal competitive bidding requirements, finding such waiver to be in the City's best interest,
and authorize the purchase of Flygt pump equipment, parts, software, service and related items
from Xylem Water Solutions U.S.A., for purposes of standardizing submersible pumps Citywide,
in an amount not to exceed $500,000 annually, for a period of three (3) years.
PASSED AND ADOPTED this I day of mire{_ 2017.
ATTEST: I7/
A •
O> ,r'.
Rafael E Trranado, ty ^ Pfi11ip Levine, _� or
i
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
,-(4- (1
City Attorney fin Data
Resolutions -R7 R
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: March 1. 2017
SUBJECT: 1. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA,ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER (AS FURTHER SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION)AND WAIVING, BY 517TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING
SUCH WAIVER TO BE IN THE CITYS BEST INTEREST, AND AUTHORIZING
THE PURCHASE OF SULZER PUMP EQUIPMENT, PARTS, SOFTWARE,
SERVICE AND RELATED ITEMS FROM HYDRA SERVICE, INC., FOR
PURPOSES OF STANDARDIZING SUBMERSIBLE PUMPS CITYWIDE, IN AN
AMOUNT NOT TO EXCEED $500,000 ANNUALLY, FOR A PERIOD OF THREE
YEARS.
2. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER (AS FURTHER SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANY NG THIS RESOLUTION)AND WAIVING, BY 5/7TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING
SUCH WAIVER TO BE IN THE CITYS BEST INTEREST, AND AUTHORIZING
THE PURCHASE OF FLYGT/XYLEM PUMP EQUIPMENT, PARTS, SOFTWARE,
SERVICE AND RELATED ITEMS FROM XYLEM WATER SOLUTIONS U.S.A.,
FOR PURPOSES OF STANDARDIZING SUBMERSIBLE PUMPS CITYWIDE, IN
AN AMOUNT NOT TO EXCEED $500.000 ANNUALLY, FOR A PERIOD OF THREE
YEARS.
RECOMMENDATION
Approve the Resolution.
ANALYSIS
Currently the City of Miami Beach operates and maintains over 100 submersible pumps within
the Wastewater and Storm water Division of the Public Works Department(PWD).The purpose
of these pumps is to convey wastewater throughout the City and off the island to Virginia Key.
Also, these pumps convey storm water out of tie streets and off the island to help control
Flooding and high tides.
Page 807 of 1025
Flygt and ABS are the manufacturers of the majority of the City's installed pumps. The
Wastewater Division has a total of thirty-two (32) submersible pumps comprised of Flygt
(Xylem), ABS (Sulzer), and Davis EMU. Twenty-eight j28)are Flygt, two 2)are nBS, and two (2)
are Davis EMU. The Storm water Division has a total of sixty-seven (67) pumps. The pumps
include forty-two (42) Flygt, six (6) Wilo-Emu, ten (10)ABS, and nine (9) KGI Hydro. The City
also maintains other make/models of pumps installed in older projects. Each of the currently
installed brands has specific engineering specifications that require each manufacturer of the
pumps to supply all original equipment manufacturer(OEM), parts and replacement equipment.
This creates the need to manage multiple maintenance/repair agreements and a higher stock of
spare parts, less ability to use different pumps in different locations, and a much higher learning
curve to each manufacturer's maintenance and operations. Moreover, the City owns multiple
pumps (nine (9) KGI Hydro) for storm water whose parts and pumps are no longer available in
the State of Florida. It is also important to note that the different brands are rot interchangeable
without significant modification of the system.
Going forward, the PW Department wishes to standardize for maintenance, parts and
replacements on Flygt and ABS pumps depending on their location and use. The purpose of
standardization is to resolve the issues that result from having the various brands of submersible
pumps, including, narrowing the number of brands within the wastewater and storm water •
infrastructure decreases the required stock level of spare parts, allowing more interchangeable
parts and pumps, creating leverage for service agreements and decreasing the learning curve
for staff.
As a result of the aforementioned, the Administration recommends that the City standardize on
Xylem and Sulzer brand pumps. The Xylem brand is the originator of the heavy duty electrical
submersible pump and provides support, expertise, and the highest quality products available
for pumping and mixing many different types of liquids. Similarly, the Sulzer brand has an
understanding of the industry, long term experience, strong technical competencies, and
continuous innovation which allows them to provide outstanding reliability and performance.
Throughout the industry the Xylem and Sulzer brands of pumps are considered high quality
durable pumps and are used by many different municipalities including fvtiami-Dade and Orange
County.
Standardizing the submersible pumps used in the wastewater and storm water infrastructure
would reduce the costs associated with the additional man hours needed to complete
modifications to the current machine/equipment, operational design, and staff training. With
minor modifications, the standardization would allow for interchangeability of parts and thus
reduce down time in emergency situations. Finally, the City will be able to capitalize on the
competitive pricing these vendors will provide.
The purpose of this item is to waive the competitive bidding requirements of the City and
establish a standard for Xylem and Sulzer brand pumps so that future pump maintenance,
repairs, parts and new equipment can be sourced from one of the two standard brands as
applicable to the intended use.
CONCLUSION
Based on the foregoing, the City Manager recommends that the Mayor and City Commission
Page 808 of 1025
approve the Resolutions to waive, by a 5I7ths vote, the formal competitive bidding
requirements, finding such a waiver to be in the City's best interest, and authorize the
Administration to purchase service, parts, software and new equipment for future pump needs
through Xylem and Sulzer submersible pump equipment, parts, software, service and related
items for purposes of standardizing submersible pumps Citywide.
FINANCIAL INFORMATION
Legislative Tracking
Public Works
ATTACHMENTS:
Description
❑ Resolution 1
❑ Resolution 2
Page 809 of 1025