R2023-37 Fire Engine Purchase AgreementsRESOLUTION 2023-37
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING THE PURCHASE OF A
SUTPHEN G9 BODY CUSTOM PUMPER FIRE APPARATUS FROM SOUTH
FLORIDA EMERGENCY VEHICLES PURSUANT TO PRICING
ESTABLISHED IN AN EXISTING SOURCEWELL COOPERATIVE
PURCHASING CONTRACT; APPROVING A PURCHASE AGREEMENT
WITH SUTPHEN AND A DEFERRED PURCHASE VALUE AGREEMENT
WITH BRINDLEE MOUNTAIN FIRE APPARATUS, LLC AND
AUTHORIZING THEIR EXECUTION; APPROVING THE TURN -IN OF A
LEASED FIRE ENGINE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Fire Rescue Department recommended the purchase of a Sutphen G9 Body Custom
Pumper Fire Engine to replace its existing its oldest, leased fire engine; and
WHEREAS, the Village's Purchasing Policies and Procedures authorize the use of current
cooperative purchase contracts, and the Fire Engine will be acquired from Sutphen's local dealer,
South Florida Emergency Vehicles, pursuant to pricing established in an existing Sourcewell
Cooperative Purchasing Contract (Contract No. 113021 SUT); and
WHEREAS, Village Staff is also recommending the execution of a Deferred Purchase Value
Agreement with Brindlee Mountain Fire Apparatus, LLC offering a guaranteed purchase price after
seven years; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the residents of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves the purchase of a Sutphen G9 Custom Body
Fire Engine from South Florida Emergency Vehicles pursuant to pricing established in an existing
Sourcewell Cooperative Purchasing Contract (Contract No. 113021 SUT) at a total cost (including
a prepay discount) of $947,940.00, with funds expended from Account No. Q5541-66410 (ARPA
Fund — Automotive).
Section 3. The Village Council further authorizes the Village Manager to execute a Purchase
Agreement with Sutphen and a Deferred Purchase Value Agreement with Brindlee Fire Apparatus,
LLC, copies of which are attached hereto and incorporated herein by reference.
Section 4. The Village Council authorizes Village Staff to turn -in of one 2020 Sutphen Fire
Engine (VIN:1S9A1BND3L3003008) at the end of the lease term to Brindlee Mountain Fire
Apparatus, LLC pursuant to a previously executed Deferred Purchase Value Agreement.
Page 1 of 2
C',
C,
Section 5. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 27TH DAY OF APRTT,_ 2023_
RT.ti►
MA�
MinaqMA
ATTEST:
VILLAGE CLERK
Page 2 of 2
Brindlee Mountain Fire Apparatus,LLC
Deferred Purchase Value Agreement
This DEFERRED VALUE PURCHASE AGREEMENT (this “Agreement”)is entered
into as of April 19,2023,by and between Brindlee Mountain Fire Apparatus,LLC,an Alabama
Limited Liability Corporation (“BMFA”),and The Village of North Palm Beach,a municipal
corporation organized and existing under the laws of the State of Florida,(the “End User”and,
together with BMFA,collectively referred to herein as the “Parties”and individually as a
Party”).
WHEREAS,the End User is or will soon be the owner of the apparatus and related
equipment (the “Apparatus”)described on Exhibit A;and
WHEREAS,pursuant to the terms and conditions set forth herein,BMFA desires to
purchase from the End User,and End User desires to sell to BMFA,in each case at a later date,
the Apparatus subject to and in accordance with the terms,conditions and limitations set forth
herein.
NOW,THEREFORE,for and in consideration of the foregoing and the respective
agreements,covenants,representations and warranties set forth in this Agreement,and other
good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
1.Agreement to Purchase;Conditions.Subject to and in accordance with the terms
and conditions set forth herein,BMFA hereby agrees to purchase the Apparatus at a purchase
price equal to the “Deferred Purchase Value”set forth on Exhibit B,such purchase to take place
at the end of the Term or earlier if requested by End User and agreed to by BMFA.
Notwithstanding anything herein to the contrary,BMFA’s obligation to purchase the Apparatus at
the Deferred Purchase Value is subject to End User meeting the following conditions:
a)At the time of surrender of the Apparatus to BMFA,all options and
equipment listed in the Bill of Materials or equivalent document provided by the Manufacturer
shall be included with the Apparatus;
b)At the time of surrender,the Apparatus must meet or exceed each of the
conditions outlined in the “Specific Conditions and Requirements for Apparatus upon Surrender
and Application for Payment hereunder”set forth on Exhibit D;and
c)The End User shall be in compliance with all representations,warranties,
covenants and obligations set forth in this Agreement as of the time of surrender,meaning with
respect to the representations and warranties in this Agreement that they shall be true and correct
as of the time of surrender.
2.BMFA Responsibilities.Subject to the satisfaction of the conditions set forth in
Section 1 above,upon surrender of the Apparatus to BMFA,BMFA shall pay an amount equal to
the Deferred Purchase Value to the End User within five (5)days thereof by cashier ’s check or
wire transfer of immediately available funds.
1
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
3.Procedures if Purchase Conditions and Requirements are Not Met.End User
acknowledges and agrees that BMFA has no obligation to purchase the Apparatus at the Deferred
Purchase Value in the event any of the conditions described in Section 1 are not met at the time
of surrender.In the event Apparatus fails to meet the conditions and requirements set forth on
Exhibit D,End User shall have a thirty (30)day period to have such deficiencies repaired and/or
to negotiate with BMFA,in good faith,an adjustment to the Deferred Purchase Value to
compensate for such deficiencies at the time of surrender.If the Parties fail to reach an
agreement on a revised Deferred Purchase Value for the Apparatus,BMFA may decline to
purchase the Apparatus,and in such case,End-User will no longer be bound by this Agreement
and may retain,sell or dispose of the Apparatus in any manner and at any price it sees fit.
4.Term.The term of this Agreement (the “Term”)shall begin on the date hereof
and continue for a period of seven (7)years following the date on which the Apparatus is
delivered by the Manufacturer to the End User (the “Apparatus Shipment Date”),which period
may be extended by mutual written agreement of the Parties.The Apparatus must be ordered,
according to the specifications listed on Exhibit A,from Sutphen Corporation (the
Manufacturer”)by the End User within ninety (90)days from the date of this Agreement and
delivered by the Manufacturer to the End User no later than fifty (50)months from the date of
this Agreement.In the event that the Apparatus is not shipped to the End User within fifty (50)
months of the date of this Agreement,BMFA shall have the right to propose an amendment to
this Agreement revising the Deferred Purchase Value set forth on Exhibit B.If a written
amendment is not executed by the parties,this Agreement shall be of no further force and effect
except as set forth herein.
5.Early Termination Payment.This Agreement may be terminated early by End
User at any time by delivering written notice to BMFA (a “Notice of Termination”)at least one
hundred and eighty (180)days prior to such termination.In such event,in consideration of and
as a liquidated remuneration for the damages caused to BMFA due to an early termination for
any reason,End User hereby agrees to pay BMFA an early termination payment equal to the
amount set forth on Exhibit C (such payment,an “Early Termination Payment”).Such Early
Termination Payment shall be due and payable on the termination date specified in the Notice of
Termination.Any Early Termination Payment that becomes past due will bear default interest at
eighteen (18%)percent or the highest rate allowed by law in the State of Alabama,whichever is
less.Furthermore,End User understands and agrees it shall be responsible for the costs of
collection incurred by BMFA of any and all Early Termination Payments due to BMFA which
become more than sixty (60)days past due,including without limitation reasonable collection
agent fees and attorney fees,in addition to any remedies that may be provided for in this
Agreement or otherwise at law or equity.
6.End User Responsibilities.During the Term,End User shall maintain the
Apparatus under the Manufacturer ’s recommended Preventative Maintenance Schedule;comply
with all obligations necessary to qualify under the Manufacturer ’s warranty;and maintain a
complete record of all preventative maintenance work and other repairs made to the Apparatus
from the date of acceptance of the Apparatus from the Manufacturer to the date of surrender of
the Apparatus to BMFA.In addition,End User shall promptly notify BMFA of any material
changes in the condition of the Apparatus covered by this Agreement including,but not limited
to,accidental damage or collision,modifications or significant system failure,or if the Apparatus
fails to meet the required annual certifications as required by NFPA standards or otherwise as
2
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
may be amended from time to time.If the Apparatus is destroyed at any time while this
Agreement is in effect,End User will offer BMFA a first right of offer to acquire the salvage of
the Apparatus (if it owns such salvage),meaning BMFA may purchase the salvage at the price
offered by any third party,and inform its insurance company of BMFA’s right of first refusal to
acquire the salvage.End User shall further include BMFA as a potential vendor for the repair of
the Apparatus if it is damaged by collision or otherwise.
7.Representations and Warranties.Each Party represents and warrants to the other
Party that the following representations are true and correct as of the date hereof:
a)It is duly organized,validly existing and in good standing under the laws
of the jurisdiction of its formation;
b)The execution,delivery and performance of this Agreement are within its
powers,have been duly authorized by all necessary action and do not violate any of the terms
and conditions in its governing documents,any contracts to which it is a party or any law,rule,
regulation,order or the like applicable to it;and
c)This Agreement constitutes a legally valid and binding obligation,
enforceable against it in accordance with its terms.
8.Exclusivity.End User hereby acknowledges and agrees that execution of this
Agreement provides BMFA with the sole right to market and sell the Apparatus covered
hereunder as used equipment for the duration of this Agreement.Except in a salvage situation
described in Section 4 above,End User shall not,directly or indirectly,advertise,offer to sell,
sell or otherwise transfer ownership in the Apparatus without first paying the required Early
Termination Payment to BMFA and receiving a full release from BMFA,which BMFA shall
immediately send to End User upon receipt of payment in full of the Early Termination Payment
in the form of a cashier’s check or wire transfer of immediately available funds.
9.Indemnification.Each Party covenants and agrees to indemnify,defend and hold
harmless the other Party from and against any and all losses,liabilities,damages,costs and
obligations (or actions or claims with respect thereof),including out-of-pocket expenses and
reasonably attorney’s fees and court costs (collectively,“Losses”),which the other Party may
suffer or incur as a result of (a)any inaccuracy or breach of any representation,warranty or
covenant made by such Party in this Agreement,(b)any third party claim or cause of action
related to the ownership or use of the Apparatus by End User,or (c)such Party’s negligence or
willful misconduct in connection with this Agreement.
The foregoing indemnification shall not constitute a waiver of “End User’s”sovereign
immunity beyond the limits set forth in Section 768.28,Florida Statutes,nor shall it create
a cause of action in favor of any third party.
10.Miscellaneous.
a)Entire Agreement.This Agreement,including and together with any
related exhibits,schedules,attachments,and appendices,constitutes the sole and entire
agreement of the Parties with respect to the subject matter contained herein,and supersedes all
prior and contemporaneous understandings,agreements,representations,and warranties,both
written and oral,regarding such subject matter.
3
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
b)Survival.Subject to the limitations and other provisions of this
Agreement,Sections 4,7,8 and 9 of this Agreement,as well as any other provision that,in order
to give proper effect to its intent,should survive such expiration or termination,shall survive the
expiration or earlier termination of this Agreement.All other provisions of this Agreement shall
not survive the expiration or earlier termination of this Agreement.
c)Notices.Any notice required or permitted to be provided hereunder will be
in writing and delivered by either:(a)certified mail,return receipt requested,postage prepaid;
b)hand delivery;or (c)reputable overnight courier service,freight prepaid,requiring the
signature of the party to whom the notice is sent.No notice to either party will become valid and
enforceable without proof of delivery by the party serving notice to the other.Notices should be
addressed as follows:
If to BMFA:Brindlee Mountain Fire Apparatus,LLC
15410 Highway 231
Union Grove,AL 35175
Telephone:256-498-0188
Facsimile:256-498-0924
Attention:James F.Wessel,President
Email:jwessel@firetruckmall.com
If to End User:Village of North Palm Beach Fire Rescue
560 US Highway 1
North Palm Beach,FL 33408
Telephone:561-841-3374
Facsimile:561-431-5848
Attention:J.D.Armstrong,Fire Chief
Email:firechief@village-npb.org
d)Severability.In case any provision of this Agreement shall be invalid,
illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
e)Amendment and Waiver.This Agreement may be amended or modified
only upon the written consent of both Parties.
f)Further Assurances.Each Party covenants that at any time,without
additional consideration,it will execute such additional instruments and take such further actions
as may reasonably be requested by the other Party to confirm or perfect or otherwise carry out
the intent and purposes of this Agreement.
g)Governing Law;Jurisdiction and Venue.The validity,interpretation,
performance and enforcement of this Agreement shall be governed by the laws of the State of
Florida.Each Party to this Agreement hereby irrevocably consents to the jurisdiction of any
state or federal court located in Palm Beach County in the State of Florida.
h)If any legal action or other proceeding is brought for the enforcement of
this Agreement,or because of an alleged dispute,breach,default or misrepresentation in
connection with any provisions of this Agreement,the successful or prevailing party shall be
entitled to recover reasonable attorney’s fees and costs (including such fees and costs incident to
4
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
appeals)incurred in that action or proceeding,in addition to any other relief to which such party
may be entitled.
Signature Page Follows]
5
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
In Witness Whereof,the Parties hereto have executed this Agreement as of the date first
written above.
END USER:
a(n)_____________________
By:____________________________
Name:_________________________
Title:__________________
BMFA:
Brindlee Mountain Fire Apparatus,LLC
an Alabama Limited Liability Corporation
By:____________________________,
Name:James Wessel
Title:Its:President
6
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
Village Manager
Chuck Huff
Florida municipal corporation
Village of North Palm Beach
DEFERRED PURCHASE VALUE AGREEMENT
LIST OF EXHIBITS
Exhibit A Apparatus and Equipment Description
Exhibit B:Deferred Purchase Value
Exhibit C:Early Termination Payment
Exhibit D:Specific Conditions and Requirements for Apparatus upon Surrender
and Application for Payment Hereunder
7
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT A
APPARATUS AND EQUIPMENT DESCRIPTION
Vehicle Year of Manufacture:2025 (Estimated)
Chassis Manufacturer:Sutphen Corporation
Body Manufacturer:Sutphen Corporation
Apparatus Type:Custom Pumper
VIN:TBD
Related Equipment:NA
Exhibit A page 1 of 1 BMFA _____END USER _____
8
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT B
DEFERRED PURCHASE VALUE
Deferred Purchase Value:$333,423
Period/Term:7 years with 50,000 miles or less
Exhibit B page 1 of 1 BMFA _____END USER _____
9
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT C
EARLY TERMINATION PAYMENT
Any early termination of this Agreement during the Term shall result in an Early
Termination Payment of $25,000,payable by End User to BMFA in accordance with the
terms of this Agreement.
Exhibit C page 1 of 1 BMFA _____END USER _____
10
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT D
Specific Conditions and Requirements for Apparatus upon Surrender and Application for
Payment Hereunder”
1.All ground ladders,discharge caps,intake plugs,generators (permanently mounted and
portable),cascade systems and cascade bottles,and permanently mounted items such as
light towers,shall remain with the Apparatus and shall be released to BMFA.;The
apparatus tires shall not be older than 7 years,and shall have a minimum tread depth of
4/32 on steering axles,2/32 on non-steering axles,and no punctures,cuts to the cord,
bulges or sidewall separation.
2.BMFA shall pay Seller the full purchase price via Check or Wire Transfer at the time of
or prior to the release of the Apparatus.
3.If applicable,Seller shall provide a pump test certificate for the Apparatus dated within
30 days prior to the release date with results satisfactory to BMFA,including proper
operation of the pressure governor,relief valve,primer,and foam system if applicable.
4.If applicable,Seller shall provide an aerial test certificate for the Apparatus dated within
30 days prior to the release date with results satisfactory to BMFA.
5.Seller represents and warrants that the description,condition,and specifications of the
Apparatus provided to BMFA are true and correct.Any Apparatus with a light tower
must be fully functional unless other provisions are agreed upon with BMFA.
6.Seller represents and warrants that all prior damage of any type (including but not limited
to collision,fire,and flood)has been disclosed to BMFA prior to Seller's acceptance of
this offer.Seller shall immediately disclose to BMFA any damage to the Apparatus
occurring after Seller's acceptance of this offer.In the event of such damage,at BMFA's
option the purchase price of the Apparatus shall be adjusted downward to account for
such damage and Seller and BMFA shall negotiate in good faith to determine the amount
of such purchase price adjustment.
7.Prior to payment of the purchase price by BMFA,Seller shall provide BMFA with a copy
of the title (or in the circumstance set forth below the manufacturer's statement of origin
or certificate of origin ("MSO or MCO")of the Apparatus reflecting the Seller as the
owner of the Apparatus.Seller represents and warrants that the Apparatus will be sold to
BMFA free and clear of any liens or other encumbrances.Seller shall deliver the vehicle
title for the Apparatus,free of all liens,to BMFA within ten (10)days after final payment
by BMFA.An MSO or MCO is acceptable only from original vehicle manufacturer and
is not considered as proof of ownership from the Seller except when the state in which
the purchaser is located does not require registration or title on emergency vehicles and a
11
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
copy of that state's current law or statute clearly stating the exemption is provided by
Seller with the MSO or MCO.
8.The apparatus must be completely drained of water prior to shipment or being stored
outside prior to shipment.To effectively drain the truck of water,remove all caps and
plugs (store on the truck in a compartment),open all intake/discharge valves halfway,and
open all drain valves to include the pump cooler and auxiliary cooler.Failure to drain all
water from the truck prior to shipment could result in damage to the fire apparatus and
corresponding repairs will be performed at the expense of the seller.
9.BMFA’s obligation to purchase the Apparatus is contingent upon Seller ’s representations
and warranties hereunder being true and correct and Seller ’s performance of its
obligations hereunder.In the event Seller ’s representations and warranties hereunder are
not true and correct or Seller does not perform its obligations hereunder,at BMFA’s
option the purchase price of the Apparatus shall be adjusted downward to account for
such matters and Seller and BMFA shall negotiate in good faith to determine the amount
of such purchase price adjustment.BMFA’s remedies set forth herein are in addition to
any and all other rights and remedies that may be available to BMFA at law,at equity or
otherwise.
Exhibit D page 1 of 1 BMFA _____END USER _____
12
DocuSign Envelope ID: CFE41467-46FE-4C0A-B53D-7A4C3C94AAFD
PURCHASE AGREEMENT
FOR SUTPHEN FIRE APPARATUS
THIS AGREEMENT, made and entered into this day of , 20 by and
between SUTPHEN CORPORATION of Dublin, Ohio, hereinafter called "SUTPHEN" and
the of , hereinafter called
PURCHASER",
WITNESSETH:
1.PURCHASE: Purchaser hereby agrees to buy and Sutphen hereby agrees to sell
and furnish to Purchaser the apparatus and equipment according to the Sutphen
Proposal attached hereto and made a part hereof, and to deliver the same as
hereinafter provided.
2.PURCHASE PRICE: Purchaser agrees to pay for said apparatus and equipment the
total purchase price of
based on 100% payment made within 30 days of contract signing.
Changes to National Fire Protection Association (“NFPA”), Environmental Protection
Agency (“EPA”) or changes legislated by Federal, State or Local Governments or
changes in part availability or vendor relationships that impact the cost to
manufacture the truck may also incur additional charges which shall be borne by the
purchaser. These may include but are not limited to changes that affect the major
vendors of the fire apparatus industry such as pump manufacturer, seat
manufacturer, electrical power supplies (generators) and powertrain (engine &
transmission). Any such changes shall be memorialized by a signed change order
executed by both Sutphen and Purchaser.
Sutphen shall provide written notice to Purchaser as soon as it reasonably believes
any provision may be invoked. Sutphen shall provide, upon written request,
documentation of such changes and increases.
3.DELIVERY: The apparatus and equipment being purchased hereunder shall be
delivered to Purchaser at __________________________________ within
approximately _______________________ after the receipt and acceptance of this
agreement at Sutphen’s office, provided that such delivery date shall be
automatically extended for delays beyond Sutphen’s control, including, without
limitation, strikes, labor disputes, riots, civil unrest, pandemics, war or other military
actions, sabotage, government regulations or controls, fire or other casualty, or
inability to obtain materials or services.
DocuSign Envelope ID: CD2A8819-22E7-4A7C-A24B-4C797A29CBD3
4.SUTPHEN WARRANTIES: Sutphen warrants the apparatus purchased here under
as set forth in the warranty included with bid proposal.
5.TESTING SHORTAGES: The apparatus shall be tested per NFPA #1901 at
Sutphen's manufacturing facility. Purchaser agrees that the apparatus and
equipment being purchased hereunder will not be driven or used in any manner
until it is paid for in full, provided, however, that if there are any minor shortages,
Purchaser may withhold a sum equivalent to the retail purchase price of any
equipment shortages at the time of delivery and may use the apparatus and
equipment during this period.
6.DEFAULT: In the case of any default in payment hereunder or in the payment on
any notes, negotiable paper, obligations or other instruments issued by Purchaser,
Sutphen may take full possession of the apparatus and equipment or of the piece or
pieces upon which default has been made, and any payments that have been made
theretofore shall be applied as rent in full for the use of the apparatus and equipment
up to the date of taking possession by Sutphen.
7.PURCHASER WARRANTIES: With the signing of this agreement, Purchaser
warrants that it has the full power and legal authority to enter into this agreement and
guarantees that funds for its purchase are available or in the process of collection.
8.ACCEPTANCE: This agreement shall not be binding until it is signed and approved
by an officer of the Sutphen Corporation.
9.TAXES, ETC.: The purchase price provided for herein does not include any federal,
state or local sales tax, duties, imposts, revenues, excise or other taxes which may
hereafter be imposed by governmental authority or otherwise and which are made
applicable to the apparatus or equipment covered by the agreement. In the event that
any such taxes are subsequently imposed and become applicable, the purchase
price herein shall be increased by the amount of such taxes and such sum shall be
immediately paid by Purchaser to Sutphen. To the extent applicable, the prices and
deliveries set forth herein are subject to the Defense Production Act.
10. INSURANCE: Sutphen shall provide insurance insuring the apparatus and
equipment against loss by fire, theft or collision and insuring against property damage
and personal injury through the three (3) day delivery period.
11. GENERAL: This agreement and the Sutphen proposal provided herein take
precedence over all previous negotiations, oral or written, and no representations or
warranties are applicable except as specifically contained in this agreement or in the
Sutphen proposal attached hereto. No alteration, modification, amendment or
change of this Agreement shall be binding unless executed in writing by the parties.
No waiver of any of the provisions of this Agreement shall be deemed a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.
DocuSign Envelope ID: CD2A8819-22E7-4A7C-A24B-4C797A29CBD3
This Agreement shall be governed and controlled as to interpretation, enforcement,
validity, construction, effect and in all other respects by the laws, statutes and
decisions of the State of Florida. Exclusive jurisdiction and venue for any litigation
at all related to this Agreement, directly or indirectly, based upon contract, tort, or
other theory of law, shall lie in the Palm Beach County Court, North Palm Beach,
Florida, and the parties hereto consent and submit to the general jurisdiction of this
court. All of the terms and provisions of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by Sutphen, Purchaser, their successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed and attested by its duly authorized representatives, effective as of the date
below when accepted at Sutphen Corporations offices.
SUTPHEN CORPORATION PURCHASER
By THE
Sales Representative
By
Accepted at office Title
SUTPHEN CORPORATION
6450 Eiterman Road Date
Dublin, Ohio 43016
By By
Title Title
Date Date
Rev. 02/28/23
DocuSign Envelope ID: CD2A8819-22E7-4A7C-A24B-4C797A29CBD3
Guy Lombardo