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2017-101-3206 Water-Gen LimitedRESOLUTION NO. 2017 - 101 -3206 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST RESPECTIVELY THAT CERTAIN AGREEMENT WITH WATER -GEN LIMITED, APPROVING A 14 -DAY WATER PILOT PROJECT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Mayor Oliver Gilbert is requesting approval to conduct a 14 -day pilot project with Water -Gen Limited, a company based in Israel, and WHEREAS, Water -Gen Limited develops atmospheric water generators (AWG Devices), water filtration, and water treatment technologies and devices, and WHEREAS, the purpose of the 14 -day pilot project is to examine and test the performance of AWG Devices in the City of Miami Gardens, specifically the GEN350 mid -scale device unit, and to determine the feasibility of future partnership opportunities with the City, and WHEREAS, it is being requested that the City Manager be authorized to execute an Agreement with Water -Gen Limited, and WHEREAS, there will be no cost to the City of Miami Gardens for the proposed pilot program, and Water -Gen Limited will not charge any fees for the 14 -day pilot project, and WHEREAS, Water -Gen will cover all costs and expenses associated with the transfer of the AWG Devices to and from the facility designated by the City of Miami Gardens, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AS FOLLOWS: Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2: APPROVAL: The City Council of the City of Miami Gardens hereby authorizes the City Manager and the City Clerk to execute and attest respectively that certain Agreement with Water -Gen Limited for approving a 14 -day water pilot project. Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON JUNE 14, 2017. OLIVER GILBERT, III, MAYOR ATTEST: 446-- RONETTA TAYLOR, OC, CITY CLERK PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY SPONSORED BY: MAYOR OLIVER GILBERT, III Moved by: h 01n-S Un0 Seconded by: c // 8''R-r VOTE: b — I Mayor Oliver Gilbert, III (Yes) (No) Vice Mayor Erhabor Ighodaro, Ph.D. '" (Yes) (No) Councilwoman Lisa C. Davis ✓ (Yes) (No) Councilman Rodney Harris _ ✓ (Yes) (No) Councilwoman Lillie Q. Odom (Yes) ✓` (No) Councilwoman Felicia Robinson ✓ (Yes) (No) Councilman David Williams Jr (Yes) (No) Resolution No. 2017 - 101 -3206 04 MIAMI G City of Miami Gardens Agenda Cover Memo 18605 N.W. 27`h Avenue Miami Gardens, Florida 33056 Council Meeting Date: June 14, 2017 Item Type: EnterX in box Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No Funding Source: N/A Advertising Requirement: (Enter X in box) Yes No X Contract /P.O. Required: (Enter X in box) Yes No RFP /RFQ /Bid #: N/A X Strategic Plan Related (Enter X in box) Yes No Strategic Plan Priority Area: Enhance Organizational 0 Bus. & Economic Dev 0 Public Safety 0 Quality of Education (] Qual. of Life & City Image F-1 Communcation I] Strategic Plan Obi. /Strategy: (list the specific objective /strategy this item will address) X Sponsor Name Mayor Oliver Gilbert Department: Mayor and City Council Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST RESPECTIVELY THAT CERTAIN AGREEMENT WITH WATER -GEN LIMITED, APPROVING A 14 -DAY WATER PILOT PROJECT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE Staff Summary: Mayor Oliver Gilbert is requesting approval to conduct a 14 -day pilot project with Water -Gen Limited, a company based in Israel. Water -Gen Limited develops atmospheric water generators (AWG devices), water filtration, and water treatment technologies and devices. The purpose of the 14 -day pilot project is to examine and test the performance of AWG Devices in the City of Miami Gardens, specifically the GEN350 mid -scale device unit, and to determine the feasibility of future partnership opportunities with the City. 18605 N.W. 27`h Avenue Miami Gardens, Florida 33056 The City Manager will be authorized to execute contractual agreement with Water -Gen Limited. There will be no cost to the City of Miami Gardens for the proposed pilot program. Water -Gen Limited will not charge any fees for the 14 -day pilot project. Water -Gen will cover all costs and expenses associated with the transfer of the AWG Devices to and from the facility designated by the City of Miami Gardens. Fiscal Impact N/A Proposed Action: Recommend City Council to approve this resolution. Attachment: Attachment AWG TESTING LEASE AGREEMENT Effective Date: This Agreement is executed on the day of June, 2017, by and between: (1) THE CITY OF MIAMI GARDENS, FLORIDA (hereinafter "Recipient "); and (2) Water -Gen Limited, 11 Moshe Levi St., Rishon LeZion, Israel (hereinafter "Company ") (each a "party" and collectively, the "parties ") WHEREAS the Company has developed atmospheric water generators, water filtration and water treatment technologies and devices, amongst which a range of AWG Devices; WHEREAS the Recipient wishes to examine and test the performance of the AWG Devices, specifically on unit of mid - scale device GEN350 (the "AWG Devices ") in United States, for purposes of examining potential cooperation between the Recipient and the Company (the "Purpose "); WHEREAS the Company is willing to allow Recipient to examine the AWG Devices in United States, and more specifically, in MIAMI GARDENS and for this end is willing to provide the AWG Devices detailed above, for a lease testing period of two (2) weeks (the "Testing Period "), commencing as of the date of arrival of the AWG Device to the designated premises by Recipient and ending on the dispatch of that specific AWG Device back to Company's designated facility, all subject to and in accordance with the terms and undertakings hereunder; Now, therefore, the Parties hereto agree as follows: 1. Recipient's Representations & Undertakings: The Recipient hereby undertakes and warrants towards the Company as follows: (a) The premises where the each of the AWG Devices will be delivered to for the Purpose shall be secured, such that each such AWG Device shall be adequately guarded, protected and secured at all times. (b) Each of the AWG Devices shall only be used for testing and evaluation. The Company representatives shall assist as may be required with any such evaluation and examination by the Recipient. (c) Recipient fully acknowledges that nothing herein shall be construed as granting the Recipient with any proprietary right, or any other intellectual property right in and /or to any of the AWG Devices and /or ay of its components and /or any of the technology and know how underlying the technology upon which each of the AWG Devices are based. (d) Recipient shall use, handle, store and transport each of the AWG Devices in accordance with all applicable laws, regulations, and act according to necessary safety rules and regulations applicable under local laws, as well as reasonable instruction for the safe keeping and handling of each of the AWG Devices by the Company; (e) At all times while Recipient has physical possession of the AWG Devices, Recipient shall be sole responsible for the protection and safe - keeping of the WG DEVICES and shall compensate the Company for any direct damage caused as a result of negligent act or omission on its part in connection with the AWG Devices; (f) Recipient shall not distribute or release any confidential information disclosed hereunder with respect to the AWG Devices other than on a strict need to use basis for the Purpose; However, Recipient shall comply in all respects to Chapter 119 of the Florida Statutes and the Public Records Laws of the State of Florida. (g) Company shall be the sole owner of each of the AWG Devices which are being the subject matter of the Testing Period and the Purpose. Recipient shall not make any attempts to perform reverse engineering, recompilation, disassembly or otherwise attempt to discover the concepts and ideas lying at the basis of 1 the AWG Devices. Recipient is not entitled to open the AWG Devices without written consent from Company. The WG Devices will be delivered to Recipient closed and marked with Company's "DO NOT REMOVE" stickers, to ensure that no attempt was made to open the items and Recipient is not entitled to open any of the AWG Devices or remove such stickers. Without derogating form any provision hereunder, violation of this section is a material breach of the Agreement. Recipient shall immediately return to the Company each of the AWG Devices and any item or any compound delivered and pay as compensation for the Company all direct, indirect and consequential expenses and damages caused to the Company as a result of Recipient violation of this section; (h) Recipient shall fully cooperate with the Company for handling and delivering the AWG Devices to and back form the Unites States at the end of each of the Testing Period; (i) Recipient shall be solely responsible and hereby undertakes to provide power supply and /or generators, as may be required for the ongoing operation of the AWG Devices; 2. Non -Use As used herein, the term "Confidential Information" will include: (a) any Party's business, marketing, R &D, finance and other strategies, plans and objectives, any scientific or technical data, information, samples, design, process, procedure, formulae and whether or not results from performance hereunder; (b) any trade secret, intellectual property rights and /or any improvement that is potentially commercially valuable to a Party and not generally known in the industry; (c) any Work; and (d) any information disclosed by a Party (or by its affiliates or by third parties working on behalf of such Party or its affiliates) that is proprietary or confidential to a third party, including any related company of Recipient or Company (as applicable). In the course of performing the Purpose hereof, each Party may be exposed to Confidential Information which pertains to the other Party and which may only be used in connection with the Purpose. At all times, each Party shall not commercially use in any way except for the benefit of Recipient, any of Recipient's Confidential Information disclosed to Company or any Confidential Information developed by Company pursuant to this Agreement. All Confidential Information is and will remain the property of the respective Party and each Party's obligations of non -use will remain in full force and effect for a period of ten years from the date of termination of this Agreement, provided that the obligations of a receiving party with respect to non -use of any trade secrets of the other Party shall survive the termination or expiration of this Agreement. Notwithstanding the above, Recipient shall comply in all respects to Chapter 119 of the Florida Statutes and the Public Records laws of the State of Florida. 3. Company's Undertakings (a) Company shall not charge any fees from Recipient in connection with the Testing Period and use of each of the AWG Devices; (b) Company shall bear all costs and expenses associated with the transfer of the AWG Devices to USA to designated facility by Recipient, and back to Company's designated facility at the conclusion of the Testing Period. 4. Indeminification Subject to the limitations of Section 768.28 Florida Statutes, AWG shall protect, defend, indemnify, and hold harmless the CITY its respective officials, officers, members, agents, representatives and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorney fees, for injury to or death of any person, and for injury to any property arising out of or in any way connected with the performance or non - performance of any provision of this Agreement required of AWG, by or on behalf of AWG or its employees or agents, arising from the testing or operation of the Devices, or resulting from any statute law, 2 ordinance, regulation or other legal requirement pertaining to a safe place of employment for workers, minimum hours and wages, and fair employment practices. 5. Insurance AWG shall provide and maintain general liability insurance coverage, for personal injury and property damage in the minimum amount of One Million ($1,000,000.00) Dollars combined single limit. AWG shall also be required to provide and maintain, during the life of the Agreement, comprehensive automobile liability insurance coverage for bodily injury and property damage in the minimum amount of $500,000.00 combined single limit. Such liability policy of insurance shall designate the City as an additional insured and AWG shall deliver a fully effective certificate to that effect, evidencing no less than thirty (30) day notice of cancellation. AWG shall also provide City with proof that AWG has workers' compensation insurance in an amount, which satisfies the requirements of Florida Law, for any employee of the AWG. AWG shall not commence work pursuant to this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the City. 6. No Warranty Recipient hereby acknowledges that the AWG Devices are still in an experimental stage, and therefore, provided with no representation as to any of its attributes, specification and /or capabilities. Recipient agrees that this Agreement grants no licenses or other rights of any kind whatsoever to Recipient in and to the AWG Devices and /or in or to any intellectual property rights pertaining to it, and that all proprietary and intellectual property rights resulting from any information, data and /or analysis and /or evaluation materials learned and /or developed and /or arrived at by Recipient, and any of its affiliates and /or any third party acting for them in connection with the temporary possession, evaluation and /or test -use of the AWG Devices is and shall vest solely with the Company. Any such information shall be regarded also as Confidential Information, and as such Recipient hereby undertakes that no portion thereof shall be duplicated, used and /or disclosed by Recipient, and /or any of its agents, affiliates, employees, in -house contractors and /or authorized laboratory without the prior express written consent of the Company. Notwithstanding the above, Recipient shall comply in all respects to Chapter 119 of the Florida Statutes and the Public Records laws of the State of Florida. AWG DEVICES ARE PROVIDED UNDER THIS AGREEMENT ON AN "AS IS" AND "WITH ALL FAULTS" BASIS WITH THE EXPRESS UNDERSTANDING THAT COMPANY MAKES NO REPRESENTATIONS AND /OR WARRANTIES CONCERNING THE ACCURACY, COMPLETENESS, RELIABILITY, USABILITY, OR SUITABILITY OF ANY OF THE AWG DEVICES FURNISHED FOR ANY GENERAL OR PARTICULAR PURPOSE, EXPRESSED, IMPLIED, STATUTORY HEREUNDER OR IN ANY OTHER COMMUNICATION WITH RECIPIENT, AND COMPANY SHALL BE UNDER NO LIABILITY BY REASON OF ANY USE OR POSSESSION MADE OF THE AWG DEVICES. RECIPIENT SPECIFICALLY WAIVES ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, OF NON - INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGMENT; 7. General (a) This Agreement is not intended and shall not be construed to create, any obligation to enter into any other agreement with respect to the Confidential Information or the Purpose, and each Party has the right, at its sole discretion and at any time, to terminate all demonstration activities with written notification. (b) Upon expiration or termination of the Testing Period, or at the Company's first written request for any reason at any time, Recipient will return to the Company all of the Confidential Information (including the AWG Devices) and all copies thereof (if any) as well as all work derivatives of Recipient generated in connection with the Purpose. 3 (c) This Agreement shall be in full force and effect as of the Effective Date and until the safe receipt of the AWG Devices in the premises of the Company where the AWG Devices shall be in a condition evidencing that Recipient has acted in accordance with the terms hereof. All undertakings with respect to confidentiality, non use, indemnification and compensations for breach, shall survive termination or expiration hereof, as well as all other provisions with respect to limitation of liability and the Company's disclaimers. (d) Delays or Omissions; Waiver. The rights of a party may be waived by such party only in writing and specifically; the conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and /or as a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or as an amendment hereto. A waiver by a party in respect of a breach by the other party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations. (e) No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring. (f) All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. (g) Amendment; Waiver. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Agreement. (h) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. (i) Severability. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by the relevant court of competent jurisdiction. (j) Where provisions of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each party to the full extent permitted so that this Agreement shall be deemed valid and binding agreements, in each case enforceable in accordance with its terms. (k) Counterparts, Facsimile & Email Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed Agreement received by a party hereto via facsimile or email will be deemed an original, and binding upon the party who signed it. (1) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Florida, USA, without giving effect to the principles thereof relating to conflict of laws. (m) Further Actions. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement. (n) No Third -Party Beneficiaries. Nothing in this Agreement shall create or confer upon any person or entity, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities, except as expressly provided herein. Recipient may not assign any of its rights and obligations hereunder to another party. Each Party has accepted the terms of this Agreement by signing this Agreement in two identical copies: 4 compor Signature Name Date 5