Res No. 76-18 ---- .. — ---. ------------- ... ._. - ,
' RESOLUTION NO. 76-18
A RESOLUTION OF THE CITY OF DELRAY BEACH,
FLORIDA APPROVING AN AGREEMENT WITH PVS
TECHNOLOGIES, INC FOR FERRIC CHLORIDE SUPPLY
SERVICES; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT AND TAKE ALL ACTIONS
NECESSARY TO EFFECTUATE THIS AGREEMENT;
PROVIDING AN EFFECTIVE DATE; AND FOR OTHER
PURPOSES.
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WHEREAS,the City of Delray Beach(hereinafter referred to as the"City")is authorized to enter
into agreements to provide services,programming and products in accordance with its Charter;and
WHEREAS,the City requires these services in order to supply the City's Water Treatment Plant
with ferric chloride;and
WHEREAS,the City desires to enter into an Agreement with PVS Technologies,Inc. for ferric
chloride supply services;and
WHEREAS,the City Commission deems approval of this Resolution to be in the best interest of
the health, safety,and welfare of the residents and citizens of the City of Delray Beach and the public at
large.
NOW,THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and PVS Technologies,Inc.,attached hereto and incorporated
herein as Exhibit"A".
Section 3. The City Commission authorizes the City Manager to execute the Agreement and
any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
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Section 4. This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED in regular session on the °°'
�u
day '' �,�.���,, ,2018.
ATTEST: e M Y O R
Katerri Johnson, City lerk
Approv d a
and le al s cncy:
R. M x Lohman, i Attorney
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Exhibit A to Resolution No.76-18
City of Delray Beach
P2018-022 Ferric Chloride Agreement
MASTER CONTRACTOR/SERVICES AGREEMENT
THIS AGREEMENT is made by and between the City of Delray Beach, a Florida
municipal corporation (hereinafter referred to as "City"), whose address is 100 NW 15'
Avenue, Delray Beach, FL 33444, and PVS Technologies, Inc., a Michigan Corporation
(hereinafter referred to as "Contractor") authorized to do business in Florida, whose address
is 10900 Harper Avenue, Detroit, Michigan, 48213, this q ` day of
20 'li,3,
WHEREAS, the City desires to purchase ferric chloride supply services; and
WHEREAS, the City desires to procure these services from Contractor, utilizing
existing contract prices provided to Tampa Bay Water, pursuant to its Solicitation Number
2018-007, for ferric chloride supply services; and
WHEREAS, in accordance with solicitation number 2018-007, Tampa Bay Water
entered into a contract with Contractor for ferric chloride supply services effective January 1,
2018 through September 30, 2018, with the option to renew for an additional three (3) one-
year periods; and
WHEREAS, the City desires to purchase services from Contractor on the same terms,
conditions, and pricing provided under Solicitation Number 2018-007, subject to the terms
and conditions of this Agreement, the City's Purchasing ordinance, and Florida law; and
WHEREAS, the Contractor agrees to extend the terms, conditions, and pricing of
solicitation number 2018-007 to the City, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration of which the parties hereto acknowledge, the parties
agree as follows:
1 The above recitals are true and correct and are incorporated herein by
reference.
2 The Contractor shall provide to the City ferric chloride supply services for the
City, in accordance with and pursuant to the same terms, conditions, and pricing of
Solicitation Number 2018-007 procured by Tampa Bay Water.
3 This Agreement is in full force and effect beginning July 2, 2018, subject to full
execution by the City.
4 This Agreement shall terminate on September 30, 2018, unless Tampa Bay
Water exercises its option to renew. In the event that Tampa Bay Water exercises its option,
Exhibit A to Resolution No.76-18
City of Delray Beach
P2018-022 Ferric Chloride Agreement
this Agreement shall automatically renew subject to the same terms and conditions of Tampa
Bay Water's renewal period.
5 The City, at its sole discretion, reserves the right to terminate this Agreement
with or without cause immediately upon providing written notice to Contractor, Upon receipt
of such notice, the Contractor shall not incur any additional costs under this Agreement. The
City shall be liable only for reasonable costs incurred by Contractor prior to the date of the
notice of termination. The City shall be the sole judge of "reasonable costs."
6 The Contactor certifies that the price and rate represents the lowest price and
rate for the products and services of any contract between the Contractor and any other
governmental entity within the State of Florida,
7 The Contractor shall indemnify and hold harmless the City and its officers,
employees, agents, and instrumentalities from any and all liability, losses or damages,
including attorney's fees and costs of defense, which the City or its officers, employees,
agents, or instrumentalities may incur as a result of claims, demands, suits, causes of
actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the
performance of the agreement by the Contractor or its employees, agents, servants, partners,
principals, or subcontractors. The Contractor shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in
the name of the City, where applicable, including appellate proceedings, and shall pay all
costs, judgments, and attorney's fees which may be incurred thereon. 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 responsibility to indemnify,
keep and save harmless, and defend the City or its officers, employees, agents, and
instrumentalities as herein provided the obligations of this section shall survive the term of
this Agreement.
8 Whenever either Party desires to give notice to the other, such notice must be
in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or
sent by commercial express carrier with acknowledgement of delivery, or by hand delivery
with a request for a written receipt of acknowledgment of delivery, addressed to the party for
whom it is intended at the place last specified. The place for giving notice shall remain the
same as set forth herein until changed in writing in the manner provided in this section. For
the present, the Parties designate the following:
For CITY:
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Manager
Exhibit A to Resolution No. 76-18
City of Delray Beach
P2018-022 Ferric Chloride Agreement
With a copy to:
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Attorney
For CONTRACTOR:
PVS Technologies, Inc.
10900 Harper Avenue
Detroit, Michigan 48213
Attn: Craig Mikkelson, VP of Sales & Marketing
9 Neither this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered without the written consent of the other Party,
10 This Agreement shall be construed in accordance with the City of Delray
Beach's Code of Ordinances and the laws of the State of Florida. Any dispute relating to this
Agreement shall only be filed in a court of competent jurisdiction in Palm Beach County,
Florida, and each of the parties to this Agreement submits itself to the jurisdiction of such
court,
11 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 1197 FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1sT AVE., DELRAY
BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY
PHONE AT 561-243-7050 OR VIA EMAIL AT
CITYCLEEACH COM.
a. Contractor shall comply with public records laws, specifically to:
i. Keep and maintain public records required by the City to perform the
service.
ii. 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 Florida Statute or as otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
Exhibit A to Resolution No.76-18
City of Delray Beach
P2018-022 Ferric Chloride Agreement
authorized by law for the duration of the Agreement term and following
completion of the Agreement if the Contractor does not transfer the records
to the City,
iv, 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
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,
V. If the Contractor does not comply with this section, the City shall enforce the
contract provisions in accordance with the contract and may unilaterally
cancel this contract in accordance with state law,
12 Contractor is aware that the Inspector General of Palm Beach County has the
authority to investigate and audit matters relating to the negotiation and performance of this
contract, and may demand and obtain records and testimony from Contractor and its
subcontractors and lower tier subcontractors. Contractor understands and agrees that in
addition to all other remedies and consequences provided by law, the failure of Contractor or
its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General
when requested may be deemed by the City to be a material breach of this Agreement
justifying its termination.
13 The continuation of this Agreement beyond the end of any fiscal year shall be
subject to both the appropriation and the availability of funds in accordance with Florida law.
14 The documents listed below are a part of this Agreement and are hereby
incorporated by reference. In the event of inconsistency between the documents, unless
otherwise provided herein, the terms of the following documents will govern in the following
order of precedence:
a. Terms and conditions as contained in this Agreement.
b. Terms and Conditions of Tampa Bay Water solicitation number 2018-007.
C. Contractor's response to solicitation number 2018-007 and any subsequent
information submitted by Contractor during the evaluation and negotiation
process.
Exhibit A to Resolution No.76-18
City of Delray Beach
P2018-022 Ferric Chloride Agreement
IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of
the day and year first above written.
ATTEST: CITY OF DELRAY BEACH
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III
By:
Katerri Johnson, ity Clerk Mark R. Lauzier, ' y Manager
rm ane S�ficiency:
f . Max Loh a ity ttorney
CO ACTOR
By:
Print Na Craig Mikkelson
(SEAL) Title: Vice President of Sales & Marketing
STATE OF Michigan
COUNTY OF Wayne
The foregoing instrument was acknowledged before me this 4th day of May
2018, by Craig Mikkelson as VP Sales & Market of officer or agent, title of
officer or agent), of PVS Technologies, Inc. (name of corporation acknowledging)
Michigan (state or place of incorporation) corporation, on behalf of the corporation
He ��4e is personally known to me or has produced t4 L (type of
identification) as identification.
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a.
Notary Public — State of Michigan
EILEEN MCDONNELL
Notary Public,State of Michigan
Wayne County,Michigan
My commis on Expires Dec 23,20
Acting in County
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