R20-080 1 RESOLUTION NO. R20-080
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AWARD OF AND AUTHORIZING THE
5 CITY MANAGER TO SIGN THE EQUIPMENT LEASE AGREEMENT
6 BETWEEN TANNER INDUSTRIES,INC.("LESSOR")AND THE CITY
7 OF BOYNTON BEACH ("LESSEE"); AND PROVIDING AN
8 EFFECTIVE DATE.
9
10 WHEREAS, Tanner Industries provides anhydrous ammonia to the Utilities
11 Department on an "as-needed" basis;and
12 WHEREAS, Utilities is currently leasing an ammonia storage tank from Tanner
13 Industries at the East Water Treatment Plant and is in need of a second ammonia tank at the
14 East Plant; and
15 WHEREAS, upon recommendation of staff, the City Commission does hereby
16 approve award of and authorize the City Manager to sign an Equipment Lease Agreement
17 with Tanner Industries, Inc., for the lease of an Anhydrous Ammonia Storage Tank in the
18 annual amount of$1,200.00.
19 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
20 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
21 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
22 being true and correct and are hereby made a specific part of this Resolution upon adoption
23 hereof.
24 Section 2. The City Commission hereby approves award of and authorizes the
25 City Manager to sign an Equipment Lease Agreement with Tanner Industries, Inc., for the
26 lease of an Anhydrous Ammonia Storage Tank in the annual amount of$1,200.00, a copy
27 of which is attached hereto as Exhibit"A".
28 Section 3. That this Resolution shall become effective immediately.
29
S:\CA\RESO\Agreements\Tanner Industries Equipment Lease Agreement-Reso.Docx
30 PASSED AND ADOPTED this l "1 day of August,2020
31 CITY OF BOYNTON BEACH, FLORIDA
32 YES NO
33 V 34 Mayor—Steven B. Grant
35
36 Vice-Mayor—Ty Penserga
37
38 Commissioner—Justin Katz V
39
40 Commissioner—Woodrow L. Hay V
41
42 Commissioner—Christina L. Romelus
43
44 VOTE 3----°
45
46 ATTEST:
47
48
49 2,4
�y.—
50 C tal Gibson,14
51 City Clerk
52
53
54 (Corporate Seal)
55
56
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EQUIPMENT LEASE AGREEMENT
THIS AGREEMENT made as of this 3 day of SEPT. 202Obetween Tanner Industries'Inc.("Lessor")and The City
of Boynton Beach("Lessee").
The equipment and accessories(the Equipment)leased pursuant to the Agreement are the following:
1 — 1,000 Water Gallon Anhydrous Ammonia Storage Tank NB#
The initial term of this lease shall be for a period of 60 months commencing on delivery of the equipment,thereafter,this lease
shall continue from year to year unless terminated by either party on 30 days prior written notice.
Rent for the Equipment shall be$100.00 per month payable upon receipt of invoice.
The Equipment will be installed at Lessee's premises at
1620 South Seacrest Blvd.Boynton Beach,FL 33435
Lessee owns/leases those premises.
The Equipment will only be used to store Lessor's Anhydrous Ammonia unless Lessor first consents in writing to the contrary.
Lessor will arrange to have the Equipment shipped to Lessee with transportation charges from location of manufacture or
storage to Lessee's plant paid by Lessee.
Lessor will arrange to have the equipment inspected and integrity tested by a certified inspector prior to shipping to Lessee,
such inspection to include thickness testing and engineering evaluations according to American Petroleum Institute Standard 510 or
similar approved standards("API 510").Lessor will also arrange future API 510 or equivalent inspections at five year intervals,
however,Lessee will be responsible for the cost of all such future inspection(s).
Lessee will be responsible for the installation of the Equipment, including the installation of appropriate foundations,fences
and other site preparations,and Lessee will maintain all installation materials in good condition. Lessee will install,maintain and use
the Equipment in compliance with all applicable laws and regulations. Lessee is responsible for controlling external corrosion and the
general maintenance of the Equipment covered by this Agreement which includes repainting of the Equipment where appropriate.
Lessee will bear the cost to replace gauges,valves,fittings,vaporizers and heaters,if any,supplied with the Equipment.
Lessee will be responsible for any license and/or inspection fees or taxes arising out of its possession or use of the Equipment;
and for all risk of loss to the Equipment during the period of Lessee's possession of the equipment,including the period of installation,
removal,and transportation back to Lessor's terminal/warehouse facilities following removal,including any applicable costs associated
with the off loading of the vessel on our premises i.e.crane charges.
It is the responsibility of Lessee to comply with all regulatory obligations including,but not limited to,registrations and fees,
training and reporting requirements under all Federal, State and Local laws, codes and statutes resulting from the presence of the
chemicals and/or equipment supplied in connection with this agreement.
Further,it is the responsibility of the Lessee to warn and protect its employees and others exposed to the hazards posed by the
Lessee's storage and use of those chemicals.
Lessor reserves the right to have the Equipment removed at any time after Lessee has breached this Agreement,the Lessor has
not taken more than one delivery of anhydrous ammonia annually,or the Agreement is otherwise terminated.If at any time Lessee has
breached this agreement, or the Agreement is otherwise terminated, Lessor shall accelerate the due date for the payment of all rent
remaining to be paid,from and after the occurrence of the event of default to the expiration of the term of the lease,and such amount
shall be paid to Lessor on demand as liquidated damages for Lessee's default, in addition to all sums due and unpaid as of the date of
the event of default.
If the Equipment is removed for any reason, Lessee will bear the reasonable cost of removal and transportation to Lessor's
nearest terminal/warehouse facility(or to such other facility as is designated by Lessor),including any applicable costs associated with
the off loading of the vessel on our premises i.e.crane charges,and of any necessary repairs needed to the vessel.
Title to the Equipment shall at all times remain in Lessor and the Equipment shall remain personal property irrespective of the
manner of installation and if the Equipment is installed on leased premises Lessee agrees to obtain at Lessor's request a"Landlord's
Waiver"with respect to the Equipment in form satisfactory to Lessor. Lessee will not create,or permit the creation or perfection of any
charge,lien or encumbrance on the Equipment.
Lessor shall have access at all times to the Equipment for the purpose of inspecting and maintaining it.
Lessee agrees(a)to make neither permanent additions nor alterations to Equipment without Lessor's written consent;(b)not
to deliver possession of the Equipment or any part thereof to any party other than Lessor;(c)to keep legible and visible all trademarks,
marks of ownership,and warnings on the Equipment;(d)not to assign this Agreement or any interest therein or right thereunder without
Lessor's prior written consent;(e)to execute such security instruments as Lessor may reasonably require including,but not limited to,
proper financing statements;and(f)to reimburse Lessor for the full replacement cost of the Equipment in the event of its loss or loss of
its manufacture's data plate, said replacement cost to be that in effect at the time Lessor is notified of such loss, or in the absence of
notification,at the time of termination of this lease.
Lessee shall use the Equipment to store Lessor's product of the kind described and will not use the equipment for any other
purpose without Lessor's written consent.Lessee may purchase the Equipment upon terms which are mutually agreeable to Lessor and
Lessee.
If Lessee shall fail to perform its obligations under this Agreement for 10 days subsequent to receipt of written notice of such
failure,Lessor shall have the right to terminate the lease created herein and shall have the right,with or without notice or legal process,
to enter Lessee's premises and remove the Equipment. Upon such failure by Lessee, Lessee shall pay Lessor all costs and expenses,
including attorney's fees,in connection with such repossession and Lessee shall reimburse Lessor for any and all losses it shall incur as
a result of Lessee's failure to perform its obligations hereunder.
Lessor shall have no liability as a result of removal of the Equipment from the Premises and such removal shall not prejudice
any other rights or remedies Lessor may have. Lessor shall have no obligation to restore the Premises to their former condition
subsequent to removal.
Lessee agrees to indemnify, hold harmless and defend Lessor, its agents, employees, representatives, officers, directors,
stockholders and affiliated companies from and against any and all claims and demands,liabilities,losses,costs and expenses,including
attorney's fees, for which the indemnified parties may be held liable by reason of injury(including death) to any person (including
Lessee's employees)or damage to any property(including the Equipment itself)of whatsoever kind or nature arising out of or in any
manner connected with the Equipment or the possession, erection, use, operation, maintenance, repair, loading,unloading,handling,
removal or other disposition of any of the Equipment,or from any negligent act,omission or failure of Lessee to comply with any of its
covenants herein. It is expressly understood and agreed that the indemnities contained in this paragraph covers claims by Lessee's
employees. Nothing herein however, shall be construed as applying to any loss or liability arising out of or resulting from the sole
negligence of the Lessor.Lessee agrees to carry the following insurance coverage during the period of the lease;
A. Workers'Compensation Insurance which provides statutory limits and employee liability coverage with limits of$500,000.
for each accident and each employee by disease.
B.Commercial General Liability Insurance with a minimum limit of liability of$1,000,000.00 each occurrence,$1,000,000.00
Product/Completed Operations Aggregate Limits and$2,000,000.00 General Aggregate Limits.
C. Commercial Automobile Liability Insurance including owned, hired and non-owned vehicles with a minimum limit of
$1,000,000.00 each accident.
D. Property Insurance evidencing special causes of loss coverage on the above Equipment.
E. Any other insurance as may be required by Law.
Such insurance shall include contractual liability insuring the indemnity agreements contained in this contract.Lessee further
agrees to provide Lessor with insurance certificates evidencing such coverage from insurance company or companies,with an A rating
or better,authorized to do business in the state where Lessor has located the Equipment. Lessor will be given 30 days written notice of
cancellation or reduction of any insurance coverage.
Each party to this agreement and its respective insurance carriers hereby waive all rights of subrogation against the other for
loss or damage to each respective party's building,equipment,improvements or any property whatsoever covered by any of the insurance
maintained by the parties pursuant to this lease. If any of the policies of insurance required under this agreement require an endorsement
to provide for the waiver of subrogation as previously set forth, then the named insureds of such policies will cause them to be so
endorsed.
Lessor is not the manufacturer of and does not guarantee the Equipment in any way. THERE IS NO WARRANTY THAT
THE EQUIPMENT SUPPLIED HEREUNDER SHALL BE FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY
WARRANTY OF MERCHANTABILITY OR ANY OTHER WARRANTY,EXPRESSED OR IMPLIED,EXCEPT AS EXPRESSLY
PROVIDED HEREIN. Lessee shall inspect the Equipment when received and failure to notify Lessor of Lessee's non-acceptance
within 10 days after receipt shall constitute Lessee's acceptance of the Equipment as satisfactory.
Lessor may notify Lessee in writing of any change in the yearly/monthly rental rate. If Lessee fails to notify Lessor of Lessee's
objection to such new rental rate within 30 days after such notice of change,the new rate shall become effective 30 days after the date
of Lessor's notification.
Termination of this Agreement for any reason shall not relieve the parties of any obligation that may remain unfulfilled at the time of
such termination;However upon thirty(30)calendar days'written notice to Contractor,City may,without cause and without prejudice
to any other right or remedy,terminate this Agreement for City's convenience.Where the Agreement is terminated for the
convenience of City,the notice of termination to Contractor must state that the Agreement is being terminated for the convenience of
the City under this termination clause,the effective date of the termination,and the extent of termination.Contractor shall be paid for
the services up to and including the effective date of the termination
This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts
which together shall constitute one and the same agreement among the parties.A facsimile signature shall constitute an original signature
for all purposes.
No waiver or delay in enforcing any of its rights hereunder by either party shall constitute a release of any of the obligations of
the other party hereunder in respect of any other matter or action relating thereto.
Scrutinized Companies
By execution of this Agreement,in accordance with the requirements of F.S.287-135 and F.S.215.473,Contractor certifies that
Contractor is not participating in a boycott of Israel.Contractor further certifies that Contractor is not on the Scrutinized Companies
that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List,and not on the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List,or has Contractor been engaged in business operations in Syria. Subject to limited
exceptions provided in state law,the City will not contract for the provision of goods or services with any scrutinized company
referred to above.Submitting a false certification shall be deemed a material breach of contract.The City shall provide notice,in
writing,to Contractor of the City's determination concerning the false certification.Contractor shall have five(5)days from receipt of
notice to refute the false certification allegation.If such false certification is discovered during the active contract term,Contractor
shall have ninety(90)days following receipt of the notice to respond in writing and demonstrate that the determination of false
certification was made in error.If Contractor does not demonstrate that the City's determination of false certification was made in
error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135,Florida Statutes,
as amended from time to time.
PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records
disclosure until thirty(30)days after the opening of the Bid unless the City announces intent to award sooner,in accordance with
Florida Statutes 119.07.
The City is public agency subject to Chapter 119,Florida Statutes. The Contractor shall comply with Florida's Public Records
Law. Specifically,the Contractor shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. 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,
Fla.Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are
not disclosed except as authorized by law for the duration of the contract term and,following completion of the contract,
Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor
transfers the records in its possession to the CITY;and
D. Upon completion of the contract,Contractor shall transfer to the CITY,at no cost to the CITY,all public records in Contractor's
possession All records stored electronically by Contractor 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.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUES, TO-THE CONTRACTOR'S-DUTY-TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS:
CRYSTAL GIBSON, CITY CLERK
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6061.
GIBSONC(i BBFL.US
This Agreement comprises the entire agreement between Lessor and Lessee and no terms or conditions,other than those stated
herein,and no agreement or understanding,oral or written,in any way purporting to modify these terms and conditions,shall be binding
on either party unless hereafter made in writing and specifically stating that it is intended to modify these terms and conditions and
signed by both parties. All proposals,negotiations,and representations,if any,made prior and with reference hereto are merged herein.
This Agreement shall be construed in accordance with the laws of the State of Florida,with venue being in Palm Beach County,Florida
If any part of this Agreement is held invalid or unenforceable for any reason,such part shall be deemed waived and the balance
of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first written above:
Purchase order required for lease fee,Yes No (Please check one).
If yes,please attach a copy of the purchase order.
Lessor: Tanner Industries,In C:
2
6
Lessee:The City of Boynton Beach
Signature 1 Signature c�
Dan Kristyak Lori LaVertlerei
Manager Te�hnil_Services 6;16'20.0 _ . City Manager 8/31/2020
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Print Name and Title Date Print Name and Title Date
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CITY ATTORNEY
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