R91-020RESOLUTION NO. ~q/-,~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A CERTAIN
AUTOMATIC METER READING UTILITY METER
MANAGEMENT SYSTEM BLANKET RENTAL
AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH, FLORIDA AND BADGER METER, INC.; A
COPY OF SAID AGREEMENT BEING ATTACHED
HERETO AS EXHIBIT "A"; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, staff has developed a pilot six-month program
be implemeted by Badger Meter to automatically read the
leters at twelve locations in our service area; and
WHEREAS, it has been deemed by the City Commission of
:he City of Boynton Beach to be in the best interests of the
:itizens and residents of the City of Boynton Beach to
)roceed with this program for a six month period;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
)F THE CITY OF BOYNTON BEACH, FLORIDA THAT:
Section 1. The Mayor and City Clerk are hereby
mthorized and directed to execute a certain Agreement
~etween the City of Boynton Beach, Florida and Badger Meter,
.nc., said Agreement being attached hereto as Exhibit "A".
Section 2. This Resolution
.mmediately upon passage.
PASSED AND ADOPTED this ~ day
shall take effect
~s~u~¥ 1991.
BEACH, FLORIDA
,TTEST:
Com2~is sioner
dommissioner
Commis si~oner-
BadgerMeter, lnc.
4545 W: Srowr~ Deer Road. P:O~ Sox 23099
V~lwaukee, WI 53223-0099 ~414;-355-0400
AUTOMATIC METER READING
UTILI'r~ METER MANAGEMENT SYSTEM
BLANKET RENTAL AGREEMENT
This r.en~tal agreement ('AgLeernent") .is entered into ~a~ of the
l~tl~ dayof ~'eDr uar~; .19 ~tbyand
be~n ~dger Meter, Inc. ~ W sconsin .cor~mfion having i~
princip~ 0ffices ~t 45~ ~e~t Br0~n. ~r Ro~d. M wauk~.
Wisc0ns~n 53223.('~d~r )end '. ~, O~
~ovn%on Beach ~ having ~ principal offices
E
at 124 S. . 15th Avenue
Boynton Beach, FL
, ("Renter").
In considarahon of the mutual covenants herein.contained, the
parties h'st:eto agre~ as fdlfo~sl
1. EQU[PMEN3' RENTED
Upon me terms and concur o~s of this Agreement, Badger shall rent
to Renter, a~d Rente~ shailt ~-ent/rom Badger. th:e~t[lity Meter
Management System ("System") described in Schedule [ attached
hereto. Certain terms apphcabie to ~hat portion of the System
covered by a particular!Schedbleshall be set forth in such Schedule..
2. TERM
This Agreement snai,rerna ~ n fu force ant[ effect so ong as any
Sc edu e hereto s n effect ahd otherWise she remain n fu force
and effect until cancalled by either daffy upon 60 days' prior wr~ttan
not[ce to the other.
3.* LOCATION OF SYSTEM
The System snail be* ronatad in P&lm Beach
Cobr~ly;in tt~e Stato/Pr6;~ihc~ot F1or*~ da,~ and shall not
be moved from the~e witho~ the ;)rio;: written consent of Badger.
4. USE OF SYSTEM
Romar shah not use or operate the System mproperly carelessly, or
in vid etlon of any la~ or ~rd n~nce or n any manner other than that
contemp ated in th~ rhanufaotul-er,s instrbct dna
$. TAXES
tn aLdOrt[on to the rental p~ayi'~ent provided herein. Renter shall be
reSl~dnsibJe fo~' and shall pa~ a I taxes, and assessments nc ud ng
personal pro;~er~y-taxee.'~-i~ihg out of or incurred by either path/
hereto asa result Of or in ¢on~nection w th th s Ag~eemant and the
instaltat[on, mainte~anc~ or bsa of the System, excepting only net
rnco~te taxes assessed agai~it Badger. In the event Renter validly
shall p[otest or cor/t~.st Such taxes, Renter, atBadger'srequesL shall
deposit in a h escrow account~n amou ~t equal to the taxes assessed
but ~not pai~. ' '
If Renter S~A l fall tq pay or d~c are such taxes Whran Sue Badger
m a;/Ibut is~ 6Ot'O61~gatad ~Oi ~y or declare such taxes and add the
amobnts p~d to th,~ next rn~)~ihiy rental due Baage~:shat[ not be
obligated tb Conte~t or profes{ ~uch ta:~ee,
6. RETURN
Upon the explrati0n or any termination of this Agreement. Renter
shall, at its excens~ ;and u;nder the sUpervision of a fepressntative of
!~adger, disconnect, pack and ready the System for shipment and
shall, at its expense, cause the System to be shipped in accordance
with Badger's shipping instructions within ten (10)-pays following me
aforesaid expiration or termination; prowde~, however Renter shal
not be ,responsible for shipping costs n excess of such costs to
~Badger s plant ai Mifwsukee. ~isconsin.
?. TITLE AND ENCUMBRANCES
:The System shall remain me personal property of Badger notwith-
standing the manner in which it may be attached to t~e rea ty and
title thereto at al times shall be in Badger. Renter shall not sublet
mortgage, pledge, ee{I or otherwise encumeer or d~spose of me
System ~except as the. System may be encumbered under the
personal property ~x iegulat[ons from the norma assessment oato
to the norma payment i:]ate) Without the prior written consent of
Badger..Any s~Jch~ ~onS~t' so given by Badger- sh~ll not relieve
Renter of its obligations and resonnsibitit[es hereunder.
Renter sha~l take 'any action, and shall execute ell documan;s
reasonably deemed=prudent by Badger to protect ~ts interest m
the System.
8. LOSS OR DAMAGE
AIl risk of loss or d~ama..be to the System from whatever cause, is
hereby assumed by ]Renter during the term of this Agreement
Renter shal at its expgnse ma nta n at a t mas during me term o
s Rental Agreem~l~?sua ,l~y insurance !n such amounts, including
Sbch co;forage end §~s~ch insurers as are accieptable to Badger.
Such insurance shall b;e payable to Badger.
9. INSPECTION
Any authorized employee or representatwe 3f Badger shall have the
right to inspect t~e Sy~tsm at any time during the normal business
hours in the commLini~ of Renter,
10. ALTERATIONS;MODIFICATIONS
AND INTERCO~INECTIONS
Renter shah not altar',mod fy or emp dy add t[ona~ attachments to the
S~stem Without the ~rior w~'ittan consent,of Badger,
11. ASSIGNMENT
Renter may assgn .this, Agreement, subject to the approval of
B,~dgerl Said appr;ovat Wi not be arbitrerily withhald. In the event of
a~;signmenlt by R~ n te~,. assign, aa will be responsible for the payment
of the re~an(~ theassu~t[~'i of all other d ut[es of Renter as set fo~
h~raln and air rig~ht~ o~ Renter set forth, herein shall inure to the
benefit of the assignee.
G-5277-RB r990 Page 1
(iv] terminate this Agraement w~tn respectto any or ell items of
the System. in which event Renter shall remain liabte for any
amounts then due and Dayable under this Agreeme~ (excluding,
nowever, any rental payments applicable to such items of the
System forthe period subsequent to such termination whether or
not such payments nave previously been declared to be imme-
diately due and payable as aforesaid~ but not for any amounts
thereafter becomingdue and payacle.
Any lettin g, s~eie or terminatior~ pursuant to cmuse (ii),(iii) er (iv) aoove
shall terminate Renter's subsequent ngnt to regain possesslor
pursuant to c~ause (ii above.
(d) Baoger may proceed by appropriate action either by lew or in
e(~uity to enthrce aerformance ay Renter of theapplicable covenants
of this Agreement or to recover (tamagee for the breach thereof.
(e) No right or remedy of Badger hereunder shall be exctusive of
any omer ngnt or remedy nerau naeror underapplicable law. and all
such rights and remedies shall be cumulative and in addition to
every other right and ramedy otherwise available to Badger. Alt such
rights and remedies of Badger sha be exercisable with rescect to
sarticular items of the System without any reduiramentthatthey also
oe exercised with respect to other items of the System.
f) Any repossession or subseeuent rental by Badger of any item
of the System shall not oar an action for a~deficiency as nere~n
providec~ and ~he bringing of an action or the entry (~f j'udgment
against the Renter and shall not bar Badger's right to reaosses any
or all items of the System.
(g) Renter agreestoYeimburseBadgeron demand for any and alt
costs and excenses, including reasonable attorney's tees. recurred
by Badger in enforcing ~ts ,gnts hereunder following the occurrence
Qf an event of default, including without limitation all costs aha
expenses of repossessing me System and holding, storing. ~reserv-
ing. insuring, leasing and selling the same. an(~ alt such costs
expenses may bededucted by Badgerin determining the amount of
rental payments under the new rental agreemer;~ or agreements for
purposes of ciause (ii) of subparagrapn (cl aoove ortho oroceeds of
sales for purposes of clause (iii) Of said subparagraph (c).
(hi In the event that Badger shall dectere.any future rental
payments to be due and payable prior to their scheduled maturity
dates as crovided in subparagraph (a) aDove, SUCh payments shaft
be commuted to .their present value deterrmneci as of the date of
SUCh declaration at the rate of ~ percent ( '~ ~ %)
per annum simple interest and Shall thereafter-bear interest at that
same rate.
'17. This agreement constitutes the entire, como~ete ano fine[
Agreement ~ezween me part~es with respect to me renting of the
System. No other terms and conditions shell be included or imDhe(]
u ntess in wdting and signed by an authorized officer or redreeentative
of each party.
This agreement snalt be governed by ano construed tn accordance
w th;th~ nterna aws of~he State of ~i~.. Florida.
IN'WiTNE~=SS WHEREOF. the parties hereto have executed this Agreement as of the date first above written.
{C~rporAte Seal}
At[est
(Corporate Seal)
Attest:
BADGER METER, INC.
By
Title
W'./ GENE MOORE
Title
MAYOR
I ,,
a-5277 Page 3
BadgerMeter,inc.
4545 W. Brown Deer Road P.O. Box 23099
Milwaukee. ~ 53223-0099 /Z.l,~ 355-0400
SCHEDULE NO. 1
AUTOMATIC METER READING
UTILITY METER MANAGEMENT SYSTEM
BLANKET RENTAL AGREEMENT
Renter: City of Boynton Beach
1. TERM
The term of this Rental Agreement shall be 6
installation date.
months from
3. PURCHASE OPTION
Provided it is not in default under the Agreement. Renter may at its
option purcnaseTne System in whole but no[ ~n p~ uoon thirty (30)
days prior written notice to Badger.
2. RENT
The monthly rental shall be $ 7
~[~j~ ~l~ ~rCCr,~CCe~ ;~;t~ e r e will be a total of b monthly
-- renter payments. Renter may at any Time prepa~ rental obi gations.
usect m~ter credits-
IN ~AiIT~ ESS WHEREOF. the parties hereto have executed this Agreement as of the date first above written.
Corporate Seal)
Attest:
BADGER METER, INC.
By _ GENE MOORE
litle ~YOR
G-5277 Page 5