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2006-083 Country Club Equipment Lease-SurplusRESOLUTION 2006-83 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, RELATING TO COUNTRY CLUB MAINTENANCE EQUIPMENT; AUTHORIZING THE LEASE OF CERTAIN EQUIPMENT UTILIZING STATE CONTRACT PRICING; DECLARING CERTAIN ITEMS OF EXISTING EQUIPMENT AS SURPLUS AND AUTHORIZING THEIR DISPOSAL AND SALE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village's Country Club Advisory Board unanimously recommended approval of Village Administration's proposal to: (1) lease certain maintenance equipment for the Country Club utilizing state contract bid pricing; and (2) declare certain existing maintenance items as surplus and authorize their disposal and sale; and WHEREAS, any proceeds of the sale of the surplus equipment shall be utilized toward the cost of the new equipment; and WHEREAS, the Village Council wishes to authorize the lease of new maintenance equipment and the disposal of existing equipment as recommended by the County Club Advisory Board and determines that such actions are in the best interests of Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and correct and are incorporated herein. Section 2. The Village Council hereby authorizes the acquisition and lease of the equipment identified in Exhibit "A" attached hereto and incorporated herein pursuant to the state contract pricing listed in the Exhibit. The Village Council further authorizes the Mayor to execute the appropriate lease agreements to effectuate same. Section 3. The Village Council hereby declares the following equipment as surplus and authorizes its disposal, with any funds received from disposal of the equipment to be utilized to offset the cost of the new equipment identified in Section 2 above: 1 1997 Jacobsen Triplex Mower -Asset # 01126 1 1996 Jacobsen Triplex Mower -Asset # 01092 1 1998 Toro b0" Rotary Mower -Asset # 01130 1 1994 Jacobsen 3- wheel utility vehicle -Asset # 01072 1 1997 Cushman 3-wheel utility vehicle -Asset # 01103 1 1997 Jacobsen 22" walking greens mower -Asset #01123 1 1997 Jacobsen 22" walking greens mower -Asset #01124 1 1999 Toro 22" walking greens mower -Asset #01247 1 1999 Toro 22" walking greens mower -Asset #01248 1 2004 Toro 22" walking greens mower -Asset #02127 1 2004 Toro 22" walking greens mower -Asset #02128 2 1994 Jacobsen walking greens mowers - No Asset #'s 1 1998 Peerless spin grinder -Asset #01131 Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 12th DAY OF OCTOBER, 2006. (Village Seal) ATTEST: VILLAGE CLERK ~~ 1301 N.W. THIRD STREET / DEERFI£LD 8£ACH, FL 33442 TEL: {y54) 429-3200 • FAX (y54) 360.7657 Quotation Provided for North Palm Beach Country Club September 12, 2006 Qty. Model Description List Price FL State Extension Contract 2 ea 03680 Toro Reelmaster 5510 $46,655.00 $36,857.00 $73,714-00 Fairway Mower with: - 03682 11 Blade Cuttin Units 2 ea 30856 Toro Groundsmaster 54.072.00 42,716.00 85,432.00 4500-D Rotary Rough Mower with: - 30398 Seat - 30313 Sus ension 1 ea 30839 Toro Groundsmaster 33,706.00 26,627.00 26,627.00 3500-D Rotary Trim Mower 2 ea 08705 Toro Sand Pro 5040 19,345.00 15,282.00 30,564,00 Bunker Rake with: - 08712 Front Lift ASM - 08713 Flex Blade - 08753 Grfloming Broom 6 ea 04021 Toro Flex 21 Walking 8,4$8.00 6,705.00 40,230.00 Greens Mower with: - 04123 Wheel Kit y 1301 N.W. THIRD STREET J DEERFfELf] BEACfi, FL 33442 TEL {4154) 429.3200 • FAX' (954) 360-7657 Quotation Provided for North Palm Beach Country Club September 12, 2006 Qty. Model Description List Price FL State Extension Contract 3 ea 04240 Toro Trans Pro 100 1,556.00 1,229.00 3,687.00 Walking Greens Mower Trailer: - Carries 1 or 2 Mowers 2 ea 04357 Toro Greensmaster 3150 31,573.00 24,942.00 49,884.00 Riding Triplex Mower With: - 04611 11 Blade Cutting Units - 04626 Wiehle Rollers - 04433 Three Wheel Drive 1 ea 07363 Tvro Workman 3100 17,337.00 13,696.00 13,696.00 Heavy Duty Utility Vehicle Subtotal $323 834.00 Less 3V47N Cor . Dfscount 23 330.00 Total $300 504.00 Provided by Tom DeYoung 954-429-3200 Resuam.ca & Quae;ae, 7700Hlph Ridge Road BojRlox BegcA, Florida USA 83416 (16!) 533-IISO (p0~ 782-7399 (SISI) S33-ISdI FAX Nwxel(;lpebidcco.rnm cusTS~ 410126 snlPTO: NORTH PALM BEACH COUNTRY CLUB Attn: KENT TURNER 951 US HMY 1 NDRTH PALM BEACH. FL 33408-381 QUOTE a %itpotick Company 1~~ I UPC VENDOR QUOYE DATE 000000 09/21/06 P.O. WO. coRRESPrxioeNCera THE KILPATRICK COMPANY, Ikt. 7700 HIGH RIDGE ROAD BDYNTON BEACH. FL 3342b elu Ta NORTH PALM BEACH COUNTRY CLUB A77N: ACCOUNTS PAYABLE 951 U5 HiIY 1 NORTH PALM BEACH, FL 33408-381 INSTRUCr1DNs QUOTATION GOOD THRU 10/31/06 SHIP POINT KILPATRICK TURF EQUIPMENT PRODUCT ~ 1 OUBNTFTY ~ ~ O t ~ ~ ~ ~ o R R eta oN o I wM Thank you for the opportunity to Quote NORTH PALM BEACH LC on a pair of Bernhard grinders. These grinders are covered by a ten (10) year factory xarranty. **r• * *+,r+tww,t*rrt,t,t*rr*+« * ***!.•*fr rt e* *,tt**,t x ararlr*t,r*>k**iriYYr*,t,rirt SPECIAL NOTE: A progran exists thru Bernhard to purchase used (approx. 2 years old) grinders fros their "Prestige Club" program wlth "Top 100' go]f courses. These nachines carry an eight (B) year warranty and are available at sigalficant dlscounts...see Rap far details. *«*x*,rararaearr ,r*ar:~***~******t*********x+ct***+~**,r,rx**:,rte****,r* Ji^ Kloibar 561.436.4162 The KILPATRICK COMPANY •,s rt,err,r,e,t,r,e,e,t,t~,tw,t*~,~,t,r,t,t,ta,t,a~t* *a>t•,tt~,t* *,t,t*,tt,t,t,t,t,t,t*,t rnt*,r~*,r,w 1 BERA1010 1 each Express Dual 3000 2 BERAl100 Ang7eliaster 3000 1 ORDER NO. 134157.00 4 PACs 1 TERMS NET 30 SHIP VIA ~ SHIPPED UPS GROUND UNIT PRICE 22982.00 (NEI] i ~~ Sub-total each 13026.00 Sub total 2 Lines Total Qty Shipped Total 2 Total Invoice Total Last Page 22982.00 22982.00 ]3026.00 13026.00 36008.D0 36008.00 Boynton Pur-ap a~ Irrigation Supply • Kilpatrick International • Kilpah'Ick Tfurf Equipment Ranieonce d (ZNE.9tiona 7700 High Ridge Road Boyneon Beaa4, Fla/dda USA 33!16 (56!) 333-!!50 (g00) 787399 (561J 533-7500 FAX w~~tAiipatrklr~gcon~ OUST~_ 410126 sHIP TO. NORTH PALN BEACH COUNTRY CLUB Attn: KEN7 TURNER 951 US HNY i NORTH PALM BEACH, FL 33408-381 sILLTa NORTH PALM BEALH COUNTRY CLUB ATTN: ACCOUNTS PAYABLE 951 US HkY i NORTH PALM BEACH. FL 3 3408-381 INSrR~x'rloNs QUOTATION GOOD THRU 10/31/06 SHIP POINT KILPATRICK TURF EQUIPMENT ~ I ~~ ~ °~,~ ( ~ I ~ ~ ~ I s~ AND ~ ON Thank you for the opportunity to quote NORTH PALM BEACH CC on two sets of Jacobsen triplex Rollers 4or the GKI1~} sower. These rollers are covered by a two (2) year factory warranty. *,r,t,r,r ** *******,r,r *,r**,t** *,~ ~rx**+r+r*,r**+r *,t,r,t,r ***x*,t,r,t,t,t*** ~*x,r ** Jis Kloiber 561-436-4162 The KILPATRICK COMPANY f*****+Mr*****Yt**ir*++k+t'k~F+t+k+k**kie*+k****+t*****ri~YR kf~*+k+F***aM Jr+tt~r~r i"k t TEXfi8fifi4 2 each pUICK ROLL GREENS ROLLER 90# ROLLERS & HARDWARE 2 TEX2$11909 2 EA KIT BRACKET 3 TEX28123I6 2 each NOUNTING KIT QUOTE ~~Wi ~ Ki~atrirk Company ~.7 ` UPG VENDOR QUOTE DATE 000000 09/25/06 P.0.160. CORRE~PONDENCETQ THE KILPATRICK COMPANY, INC. 7700 HIGH RIDGE ROAD BOYRTDN BEACH, fL 33426 ORDER ND. 134296.00 4 PAC3~~ TERMs NET 30 SHIP VIA SHIPPED UPS GROUND UNT AMOUNT PRICE ~ (NET) 3487.00 Sub-total 3 Lines Total qty Shipped Total 6 Total Invafce 7ota1 Last Page 6974.00 6974.00 6974.00 6974.00 Boynton Pump & Irrigation Supply ~ Kilpatrick International • Kilpatrick Tytrf Equipment October 30, 2006 Village of North Palm Beach 501 US Highway 1, North Palm Beach FL 33408 Attention: Mr. Mickey Neal SUBJECT: Equipment Lease Agreement # 729-0051968-001 Dear Mr. Neal: Enclosed please find a documentation package prepared at the request of Donald Crilly your Siemens Financial Services, Inc. representative, for the financing of the See equipment list attached hereto and made a part hereof. Please have these documents reviewed and executed by an authorized signatory where indicated and return them to my attention, along with a check in the amount of $8,621.45 made payable to Siemens Financial Services, Inc. It would be greatly appreciated if you could return the signed documents within 10 business days. Also, I have included a Delivery & Acceptance Certificate, which should not be executed and dated until the equipment has been delivered. For your convenience, we have enclosed a prepaid FedEx envelope for your use. To arrange for package pick up you may call (800) 238-5355. If you are atax-exempt entity, please provide me with a copy of your exemption certificate so that we may record it with our Tax Department. Upon Acceptance of this transaction by Siemens Financial Services, Inc., you will be sent a fully executed copy for your files. Thank you for your assistance with this transaction. If you have any questions, please call Donald Crilly at (732) 476-3423 or myself at (800) 327-4443 extension 3418. Sincerer, ~ , .~ ~jj /f ' -~~~ri~ia'E ri kson Senior Transaction Coordinator Enclosures Siemens Financial Services, Inc. 110 Wood Avenue South Tel: (732) 590-6500 www.siemenstinancial.com Iselin, NJ 08830 (800) 327-4443 iNV~i~~ Siemens Financial Services, Inc. 170 Wood Avenue South, Iselin, NJ 08830 Patricia Erikson 800-327-4443 ext. 3418 Village of North Palm Beach 501 US Highway 1 North Palm Beach, FL 33408 DATE OF INVOICE: October 16, 2006 Equipment Location: Advance Payment 951 US Highway 1 ,North Palm Beach, FL 33408 CONTRACT N0. DESCRIPTION PAYMENT SALES/USE TAX LATE CHARGES ~ AMOUNT -- 729-0051968-001 See equipment list attached hereto $8,621.45 $0.00 $8,621.45 I, and made a part hereof I '~ Documentation Fee $0.00 $0.00 I ~ Payment is due upo execution of docum nts. ~I PLEASE NOTE HE PAYMENT REMITTANCE ADDR SS WILL CHANGE U ON COMMENCEME T OF THE AGREE ENT TO: """ 3417 Collection Cent r Drive, Chicago, IL 60693 ""'*" IF THERE IS A CHANGE IN INVOICING ADDRESS OR l TOTAL DUE- _~ EQUIPMENT LOCATION PLEASE COMPLETE REVERSE SIDE. RETURN THIS PORTION CONTRACT N0. WITH CHECK PAYABLE TO ~ Advance Payment Siemens Financial Services, Inc. 170 Wood Avenue South See equipment list attached hereto and made a 729-0051968-001 Iselin, NJ 08830 part hereof Documentation Fee Village of North Palm Beach 501 US Highway 1 North Palm Beach, FL 33408 $8,621.45 A(e10UNT $8,621.45 $o.oo --- ---- -- TOTAL DUE $8,621.45 I --------- ---- --_ ~ Siemens Financial Services, Inc. EQUIPMENT LEASE AGREEMENT #: 729-0051968-001 Dear Customer: This Equipment Lease Agreement (this "Lease")has been written in "Plain English". When we use the words you and yourin this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, us, and ourin this Lease, we mean the Lessor.. Siemens Financial Services, Inc. Our address is 170 Wood Avenue South.. Iselin, NJ 08830. - THIS LEASE IS A BUSINESS TRANSACTION AND NOT A CONSUMER TRANSACTION - CUSTOMER NAME Village of North Palm Beach 99-9999999 Company Social Secunty/Tax ID Number 501 US Hi hwa 1 North Palm Beach FL 33408 Legal/HO Address City County Stale Zip (561) 691 3420 ext Mickey Neal Phone Number Contact Person Title Billing Address (if different from above) City County State Zip - 99-9999999 Customer's State of Incorporation/Organization EQUIPMENT INFORMATION Description (collectively "Equipment") -attach schedule.. if needed Equipment Cost $343,484.00 See equipment list attached hereto and made a part hereof Equipment Location(s) (If different from above) 951 US Highway 1 ,North Palm Beach, FL 33408 TOTAL EQUIPMENT COST $343 484.00 SUPPLIER (954) 429-3400 ext Mark McNerney Hector Turf Deerfield Beach FL 33442 (954) 429-3400 ext Mark McNerney Name ("Suppiier'0 Address Pnone Number Contact Person ALL AMOUNTS INDICATED BELOW ARE SUBJECT TO APPLICABLE TAXES TERM AND LEASE PAYMENT SCHEDULE ADVANCE PAYMENTS Pa able on si nin END OF LEASE PURCHASE OPTION Lease Term in Months 36 ("Lease Term"J (plus Interim Period, if applicable) Payment Period: Monthly Level Payment Schedule of Lease Payments ("Lease Payments") # 36 at $B.,621.45 _ Advance Lease Payment(s)' $8,621.45 Sales/Use Tax $0.00 One-time Documentation Fee $0.00 Security Deposit $0.00 ~(] 1. Fair Market Value Purchase Option ("FMV Option") ^ 2. Fixed Purchase Option ("FX Opfion") of. a) $ $ Dollar Amount Total Amount Due $8.621.45 at ' Unless otherwise noted, Advance Lease at Payment(s) will be applied, upon the effective dale of this Lease, to Lease Payment #1, then to the at remaining payments in reverse order. OR b) of Total Equipment Cost NOTE. If no box is checked or more than one Box is checked: FMV Option will apply. TERMS AND CONDITIONS BY SIGNING THIS LEASE: (i) YOU ACKNOWLEDGE THATYOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS LEASE; (ii) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON; (iii) YOU CONFIRM THIS IS A BUSINESS, NOT CONSUMER, TRANSACTION; (iv) YOU CONFIRM THAT YOU DECIDED TO ENTER INTO THIS LEASE RATHER THAN PURCHASE THE EQUIPMENT FOR THE TOTAL CASH PRICE; (v) YOU ACKNOWLEDGE THAT NEITHER THE SUPPLIER NOR ANY SALESPERSON, EMPLOYEE OR AGENTOF SUPPLIER IS OUR AGENT OR HAS ANY AUTHORITY TO BIND US IN ANY WAY; AND (vi) THE SIGNER FOR LESSEE CERTIFIES THAT (S)HE IS AUTHORIZED TO SIGN THIS LEASE ON BEHALF OF LES~EE. (Continued on the back of this page) LESSOR: SI MENS FINANCIAL SERVICES INC. LESSEE;' Gilla ` of h-Palm B cfi __ .~... J:w ` F r x x f •~ Aut oriz ignature A thorized Slgnatr"ire r~ ~ ~ N e~ ~~ ca ~ ~4 rl/~~ o~RIS , ~'1~1~0~ 1//a/a6 Pr tnir ed Name and Title ~ ~' Date Printed Name and Title ~ Date C.IS,emens~0oc TemplateslELA OS-05 (no w).doc / ~( ~/'~ - 1. LEASE: You agree to lease the Equipment on the terms and conditions shown on the front and back of this Lease. If you have entered into any purchase or supply contract ("Supply Contract"), you assign to us your rights under such Supply Contract. IT you have not entered into a Supply Contract, you authorze us to enter mto a Supply Contract on your behalf or purchase the Equipment under Supplier's standard terms and conditions. You, not we, will be responsible for all obligations under the Supply Contract (e.g., delivery, installation.. etc.), except for the obligation to pay for the Equipment if the Commencement Date occurs and you timely deliver to us such documents and assurances as we request. 2. TERM; PAYMENTS: This Lease will become effective when we accept it at our corporate offices and will continue through the last day of the Lease Term. The Lease Term starts on the date you accept the Equipment, as evidenced by a delivery and acceptance certificate in the form supplied by us ("Commencement Date"). You will pay us all Lease Payments when due. The first Lease Payment is due on the first day of the month imme- diately following the Commencement Dale ("First Payment Date") and [he remainder on the same day of each consecutive payment period through the end of the Lease Term. In addition, for the time period from the Commencement Date to the First Payment Date ("Interim Period"), you will pay us upon invoice an amount equal to the average Lease Payment divided by 30 and multiplied by the number of days in the Interim Period. You will make all payments under this Lease to us at such address as we may specify. You authorize us to adjust the Lease Payment accordingly, but not more than 15 % , it the final Total Equipment Cost differs from the original Total Equipment Cost. If any amount payable under this Lease is not paid when due, you will pay us a late charge of 1.3 % per month of each late payment (limited by the maximum amount permitted by law). Any security deposit you give us will not bear interest and we may deposd it with our own funds and apply it [o your obligations under this Lease. 3. NO WARRANTIES; LIABILITY LIMITATION: We are leasing the Equipment [o you "AS IS". YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE THE EQUIPMENT, WE DO NOT REPRESENT THE MANUFACTURER OR THE SUPPLIER, AND YOU HAVE SELECTED THE EQUIPMENTAND SUPPLIER BASED UPON YOUR OWN JUDGMENT. WE MAKE ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). YOU AGREE THAT REGARDLESS OF CAUSE, WE ARE NOT RESPON- SIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS LEASE OR THE EQUIPMENT. We transfer to you for the Lease Term any warranties made by the manufacturer or Supplier under a Supply Contract and you agree not to assert against us any Equipment problems. 4. EQUIPMENT USE; REPAIR: At your own expense, you will keep the Equipment eligible for any manufacturer's certification and in good condition. You will use the Equipment in compliance with all laws and not make any alterations, additions or replacements to the Equipment. You will keep and use the Equipment only at the Equipment Location. You may not move the Equipment without our written consent. We may inspect the Equipment at any reasonable time. 5. TAXES; INDEMNIFICATION: (a) You will pay when due, either directly or to us upon our demand, all taxes, fees, tines and penalties relating to this Lease or the Equipment that are now or m the future assessed or levied by any state, local or other governmental autho- rity. We will file all personal property, use or other tax returns (unless we notify you otherwise in writing). We do not have to contest any taxes, fines or penalties. You will pay estimated property taxes with each Lease Payment or annually, as invoiced. (b) You are responsible for any losses, damages, penalties, claims, suits and actions (including reasonable legal fees), (collectively "Claims")whether based on a theory of strict liability or otherwise caused by or related to (i) the manufacture, installation, ownership, use, condition, lease, possession, delivery, return or acceptance of the Equipment. or (ii) any defects in the Equipment. You agree to reimburse us (and our assigns) for, and if we (or our assigns) request, to defend us (or our assigns) against, any such Claims. 6. TITLE; RECORDING; CHANGES: We are the owner of and will hold title to the Equipment. You will keep the Equipment free of all liens, claims and encumbrances. If you selected the FMV Option, you agree that this transaction is a true lease. However, ii this transaction is deemed to be a lease intended for security, you grant us a purchase money security interest in the Equipment (including any replacements, substitutions, additions, attachments and Proceeds (as defined in the applicable Uniform Commercial Code) thereof). You will deliver to us signed f nancing statements or other documents we request to protect our interest in the Equipment. YOU AUTHORIZE US TO FILE IN ANY FILING OFFICES AS WE MAY DETERMINE, YOU AGREE TO EXECUTE (IF REQUESTED), AND YOU APPOINT US OR OUR DESIGNEE AS YOUR ATTORNEY-IN-FACT TO EXECUTE ON YOUR BEHALF, FINANCING STATEMENTS COVERING THE EQUIPMENT. You shall provide us with written notice at least thirty (30) days prior to changing your name, slate of organization or organizational structure 7. ARTICLE 2A; FINANCE LEASE: You agree that if Article 2A-Leases of the Uniform Commercial Code applies to this Lease, this Lease will be considered a "fnance lease" as that term is defined in Article 2A, AND TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. By signing this Lease, you agree that either (i) you have reviewed, approved and received, a copy of the Supply Contract or (ii) that we have informed you of the identity of the Supplier, that you may have rights under [he Supply Contract, and that you may contact the Supplier for a description of those rights. 8. RISK OF LOSS; INSURANCE: (a) You are responsible Tor any loss, [heft or destruc- tion of, or damage to, the Equipment (collectively "Loss") from any cause whatsoever, until it is returned to us al the end of this Lease. You are required to continue to make all Lease Payments even if there is a Loss. You must notify us in writing immediately of any Loss and, at our option, you will either (i) repair the Equipment so that it is in good condition eligible for any manufacturer's certifcation, or (ii) pay us the amounts specified in Section 9(b)(ii) below- (b) You will provide and maintain at your expense (i) "fire and allied perils" and "all risks" property insurance (as primary insurance for you and us) covering the loss, theft, destruction of, or damage to, the Equipment for its full replacement value, naming us (and our assigns) as loss payee, and (ii) comprehensive general liability insurance, naming us (and our assigns) as an additional insured. You will give us certificates or other evidence of such insurance when requested. Such insurance will be in a form, amount and with companies acceptable to us, and wilt provide that we will be given 30 days advance notice of any cancellation or material change of such insurance. In addition, if you don't give us the required certificates, we may, at our discretion. obtain property insurance covering our interest in the Equipment from an insurer of our choice, including an affiliate, and you will pay us the costs of such insurance and our fees for placing and maintaining the insurance ("Insurance Charge"). You will pay the Insurance Charge in equal installments allocated to the remaining Lease Payments (plus interest on such allocation al 1.3 % per month). You will cooperate with our insurance agent in all respects. No insurance relationship will exist betweer. us (including our agents), and you. As we have ..^.o obligation to obtain insurance, we may terminate any coverage we've arranged. If we replace or renew the insurance, the costs, limits or conddions may change. 9. DEFAULT; REMEDIES: (a) Each of the following is a "Default" under this Lease. (i) you fail to pay any Lease Payment or other payment within 10 days of its due date, (ii) you do not perform any of your other obligations under this Lease or under any other agreement or note wdh us and this failure continues for 10 days after we have notified you of it, (iii) you become insolvent, die, your business is dissolved, you assign your assets for the benefit of your creditors, or enter (voluntarily or involuntarily) any bankruptcy or reorganization proceeding; or (iv) any guarantor of this Lease becomes subject to one of the events listed in clause (iii) above. (b) Upon a Default, we may do one or more of the following (to the extent permitted by law) (i) we may cancel or terminate this Lease or any other agreements with you; (ii) we may require you to immediately pay us, as compensation for loss of our bargain and not as a penalty, an amount equal to (A) if the FMV Option was selected, the total of all unpaid Lease Payments for the remainder of the Lease Term plus [he amount of our original anticipated residual interest in the Equipment, such sum discounted a[ 5 % per annum; or (B) if the FX Option was selected, the total of all unpaid Lease Payments for the remainder of the Lease Term, plus the indicated amount of the FX Option, such sum discounted at the interest rate implicit in this Lease (assuming exercise of the FX Option); plus. in either case, all other amounts due and unpaid under this Lease; (iii) we or our agent may peacefully repossess the Equipment without court order; (iv) we may require you to return the Equipment to us as set forth in Section 11, and (v) we may exercise any other right or remedy available under law. You agree to pay all of our costs of enforcing our rights against you under this Lease (whether incurred before or after judgment), including reasonable attorneys' fees, and you agree that attorneys' fees of at least 20 % of the total amount sought by us under this Lease are reasonable. If we take possession of the Equipment, we may sell or otherwise dispose of it wdh or without notice, at a public or private sale, and apply the net proceeds (after we have deducted all costs related to the sale or disposition of the Equip- ment) tothe amounts that you owe us. You will remain responsible for any amounts that are due after we have applied such net proceeds. You agree that if notice of sale is required to be given by law, 10 days' notice will be reasonable notice. 10. PURCHASE OPTION; AUTOMATIC RENEWAL: If no Default exists, you will have the option (which will be irrevocable by you once exercised) at the end of the original or any renewal term to purchase all (but not less than all) of the Equipment at (i) its fair market value (if the FMV Option was selected): or (ii) the indicated amount shown on the front of this Lease (if the FX Option was selected), plus in either case, any applicable taxes. You must give us at least 120 days but not more than 180 days written notice before the end of the Lease Term or any renewal term that you will purchase the Equipment or that you will return the Equipment to us. IT you do not (a) give us such notice or (b) after giving us such notice, purchase the Equipment in accordance with this Section or return the Equipment in accordance with Section 11, this Lease will automatically renew for successive 120 day terms until you comply with the notice and other requirements above. During such renewal(s) the Lease Payment will remain the same. We may cancel an automatic renewal term upon 10 days notice, prior to such renewal term. If the FMV Option was selected, the fair market value of the Equipment will be determined on a retail basis, and we will use our reasonable judgment to determine it. If you do not agree with us, such fair market value will be determined at your expense by an independent appraiser selected by us. Upon payment of the option amount, we shall transfer our interest in the Equipment to you "AS IS, WHERE IS", without any representation or warranty whatsoever, and this Lease will terminate. 11. RETURN: When you return the Equipment to us pursuant to Section 9 or 10 of this Lease, you will return the Equipment to us at your own risk in the same condition and appearance as when you received the Equipment (ordinary wear and tearexcepted), free of all liens and encumbrances created byor through you, de-installed and packed for shipment in accordance with manufacturer's specifications, in good working order and eligible for manufacturer's maintenance, along with original user manuals and documentation, to any place in the United States we request. You will pay all expenses of deinstalling, crating and shipping, and you will insure the Equipment for its full replacement value during shipping. 12. ASSIGNMENT: YOU MAY NOT ASSIGN, SELL, TRANSFER OR SUBLEASE THE EQUIPMENT OR YOUR INTEREST IN THIS LEASE. We may, without notifying you. assign [his Lease (and/or our rights in the Equipment). THE RIGHTS OF THE NEW OWNER WILL NOT BE SUBJECT TO ANY CLAIM, RECOUPMENT CLAIM, DEFENSE OR SET-OFF THAT YOU MAY HAVE AGAINST US 13. NO JURY; JURISDICTION: YOU AND WE WAIVE ALL RIGHTS HEREUNDER TO A JURY TRIAL. THIS LEASE WILL BE GOVERNED BY THE LAWS OF NEW JERSEY AND YOU SUBMIT TO THE JURISDICTION OF ANY FEDERAL, STATE OR LOCAL COURT SITTING IN OR FOR THE COUNTY OF MIDDLESEX, NEW JERSEY, IN ANY ACTION OR PROCEEDING RELATING TO THIS LEASE. YOU CONSENT TO SERVICE OF PROCESS AND ALL LITIGATION RELATED NOTICES AND DOCUMENTS BY CERTIFIED MAIL OR BY OVERNIGHT DELIVERY BY A NATIONALLY RECOGNIZED COURIER. 14. MISCELLANEOUS: This Lease will be binding upon and inure to the benefl of you and us, our legal representatives, heirs and permtted successors and assigns. You agree that the terms and conditions contained in this Lease make up the entire agreement between you and us regarding the lease of the Equipment and supersede all previous dealings. Any changes to this Lease must be in writing signed by you and us. Ii we delay or fail to enforce any of our rights under this Lease, we will still be entitled to enforce those rights at a later time. If any provision of this Lease is found to be unenforceable, such shall not invalidate the remaining provisions of this Lease. You agree that we alone may supply missing information or correct obvious errors in this Lease. You agree to supply us with any financial statements and tax returns that we request. All of our rights and indemnities will survive the termination of this Lease. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable permitted to be charged or collected by applicable law, and any such excess payment will be applied to Lease Payments in inverse order of maturity, and any remaining excess will be refunded to you. All notices shall be in writing and sent to the other party by first class U.S mail to the address on the front of this Lease (or io any other address specified by that party in writing) or by overnight delivery by a nationally recognized courier. If you do not perform any of your obligations under this Lease, we have the right but not the obligation to take any action that we believe is necessary and you agree to reimburse us on demand. If more than one Lessee ha: signed this Lease, the liability of each is join) and several. Defined terms used in [his Lease may be defined on the front side of this Lease. f F s Initials _ ____~"_`f_ ' )_ Customer Initials ~lW~ EQUIPMENT LIST FOR VILLAGE OF NORTH PALM BEACH MANF DESC EQUIP $ TORO REELMASTER 5510 MOWER TORO GROUNDMASTER 4500-D TORO GROUNDMASTER 3500-D TORO SAND PRO 5040 TORO FLEX 21 WALKING MOWER TORO TRANS PRO 1000 WALKING MOWER TORO GREENSMASTER 3150 MOWER TORO WORKMAN 3100 UTILITY DISCOUNT $ 73,714.00 $ 85,432.00 $ 26,627.00 $ 30,564.00 $ 40,230.00 $ 3,687.00 $ 49,884.00 $ 13,696.00 $ (23,330.00) $ 300,504.00 JACOBSEN QUICK GREEN ROLLER 90 $ 6,974.00 BERNHARD EXPRESS DAUL 3000 GRINDER $ 22,982.00 BERNHARD ANGLEMASTER 3000 BEDKNIFE SHARPENER $ 13,024.00 $ 42,980.00 $ 343,484.00 Stipulated Loss Value Schedule To Equipment Leasing Agreement #629-0051968-001 Lessee: Village of North Palm Beach of Total % of Total Payment # * Equipment Cost Payment # * Equipment Cost 1 115.00 % 19 80.54 2 113.09% 20 78.63% 3 111.17% 21 76.71% 4 109.26% 22 74.80% 5 107.34% 23 72.89% 6 105.43% 24 70.97% 7 103.51 % 25 69.06% 8 101.60% 26 67.14% 9 99.69% 27 65.23% 10 97.77% 28 63.31 11 95.86% 29 61.40% 12 93.94% 30 59.49% 13 92.03% 31 57.57% 14 90.11 % 32 55.66% 15 88.20% 33 53.74% 16 86.29% 34 51.83% 17 84.37% 35 49.91 18 82.46% 3fi 48.00% LESSEE: The Stip Loss Value effective for (i) payment #1 shall also be effective for any prior period, and (ii) the final payment above shall also be effective for any subsequent period. GIACCTMGRIDocumenfs'~Village o(N. Palm Beachl5[ipLoss Table 01-04c.rtf Prinfe~nlame l Inre SIEMENS FINANCIAL SERVICES, INC. CONTRACT ADDENDUM EQUIPMENT LEASE AGREEMENT # 729-0051968-001 This Addendum shall become a part of that certain Equipment Lease Agreement # 729-0051968-001 (the "Lease") between Siemens Financial Services, Inc. ("Lessor") and the undersigned lessee ("Lessee"). If there is any conflict between the terms of this Addendum and the terms of the Lease, the terms of this Addendum shall control. Capitalized terms used herein and not otherwise defined herein, unless the context otherwise requires, shall have the same meanings set forth in the Lease. Lessee and Lessor hereby agree as follows: 1. Delete Section 5(b) in its entirety and replace it with the following: "(b) To the extent permitted by Florida law, you will indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, ownership, delivery, possession, lease, use, operation, rejection, revocation of acceptance or return, and the recovery of claims under insurance policies thereon. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by Lessee to be sued or indemnify Lessor for Lessor's negligent, willful or intentional acts or omissions." 2. In Section 6 of the Lease, delete the fourth sentence in its entirety and replace it with the following: "However, if (despite the parties' intention that this transaction be a true lease) this transaction is nonetheless deemed to be a lease intended for security, you grant us a purchase money security interest in the Equipment (including any replacements, substitutions, additions, attachments and Proceeds (as defined in the applicable Uniform Commercial Code) thereof)." 3. Delete Section 13 of the Lease in its entirety and replace it with the following: "13. GOVERNING LAW; NO JURY: The Lease shall be construed in accordance with and governed by the laws of the State of Florida. LESSOR AND LESSEE EACH WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT, LEASE OR THE TRANSACTION CONTEMPLATED HEREBY." 4. In Section 14 of the Lease, delete the following sentence in its entirety: "You agree that we alone may supply missing information or correct obvious errors in this Lease." 5. Add the following new Section 15 to the Lease: "15. Non-Appropriation. Notwithstanding anything contained in the Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for Lease Payments or other amounts due under the Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts agreed upon in the Lease for which funds shall have been appropriated and budgeted. Lessee shall immediately notify Lessor or its assignee in writing of such occurrence, but failure to give such notice shall not prevent such termination. In the event of such termination, Lessee shall immediately cease all use of the Equipment and shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure, and return the Equipment to Lessor in accordance with the requirements of, and in the condition required by, the Lease, including, without limitation, Section 11 of the Lease. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to the G.~DataV'Vly Documcnts~~'illage of Np.doc Equipment to Lessor and to evidence the termination of Lessee's interest in the Equipment. Lessor shall have all legal and equitable rights and remedies to take possession of the Equipment." 6. Add the following new Section 16 to the Lease: "16. Lessee Representations and Covenants. Lessee represents, covenants and warrants that: (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make the Lease Payments scheduled to come due for the current fiscal year and to meet its other obligations for such period, and such funds have not been expended for other purposes and Lessee currently expects that it will fully budget and appropriate sufficient funds to make Lease Payments throughout the Lease Term (but Lessee retains its right to terminate the Lease pursuant to Section 15 hereof); (ii) Lessee shall cause to be done all things neces- sary to keep the Lease in full force and effect except as otherwise permitted by Section 15 hereof; (iii) Lessee has an immediate need for the Equipment, which Lessee expects will continue throughout the Lease Term; (iv) the use of the Equipment is, and Lessee currently expects that it will continue to be throughout the Lease Term, essential to Lessee's proper, efficient and economic operation; (v) the useful life of the Equipment is as great or greater than the Lease Term; (vi) the Equipment shall not be used in connection with a trial or test program of Lessee; (vii) Lessee has never failed to appropriate funds for payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; (viii) Lessee is not and has never been in default under any bond, note, lease purchase agreement or other type of financial obligation to which it is or has been a party; and (ix) Lessee has complied with such public bidding and other requirements as may be applicable to the Lease and the Supply Contract, including, without limitation, the acquisition by Lessee of the Equipment. Lessee's representations, covenants and warranties under the Lease shall survive the expiration of the Lease." IN WITNESS WHEREOF, the Lessor and Lessee have caused this Addendum to be executed by their authorized representatives. For all purposes hereof, the date of this Addendum shall be the date of Lessor's execution as set forth below. LESSOR: SIEMENS FINANCIAL SERVICES, INC. BY: //' ' (Ai~(Y~rized Signature) NAME: ~GQfcJ~~i,~' (Panted or Typed) TITLE: ~~ (Printed or Typed) DATE: /U //,~O/~ ,:~ ,_ -_ ~ ~_ i. _. r~ t_=. , LESSEE: Village of N BY: ' -~°"/I~~-~J/~~j~ -~~/~uj~thorized~Si/g/nature) ; NAME: lGl~ O~K~,.~ ~L~T i ~C.r/ ' / V ,/J/J (Printed or Typed) ~~(~ TITLE: /'!i l~d~ (Printed or Typed) DATE: //~~/~ ~~~~~e ~l~x.~c C^.Data\My Documents'~Village oY Np.doc SIEMENS FINANCIAL SERVICES, INC. ~„ ' Y CONTRACT ADDENDUM EQUIPMENT LEASE AGREEMENT # 729-0051968-001 This Addendum shall become a part of that certain Equipment Lease Agreement # 729-0051968-001 (the "Lease") between Siemens Financial Services, Inc. ("Lessor") and the undersigned lessee ("Lessee"). If there is any conflict between the terms of this Addendum and the terms of the Lease, the terms of this Addendum shall control. Capitalized terms used herein and not otherwise defined herein, unless the context otherwise requires, shall have the same meanings set forth in the Lease. Lessee and Lessor hereby agree as follows: 1. Section 11 of the Agreement is hereby amended by adding thereto, after the words "to any place in the United States we request." the following words: "In addition, upon return, for each item of Equipment, as applicable, the following must be true: (A) All safety equipment must be in place and meet applicable federal, state and other governmental standards. (B) All covers and guards must be in place with no sheet metal, plastic, or cowling damage. (C) All parts, pieces, components and optional equipment must be present, installed and operational. (U) All accessories that accompany units shall be returned i^ proper order. (E) All motors shall operate smoothly without overheating and shall have good bearings and bushings. (F) All electronic controls shall operate per manufacturer's specifications. Controls, which bypass normal operations, shall be repaired at Lessee's expense. (G) All electrical systems shall be able to provide electrical output as specified by the manufacturer. (H) All batteries shall be in good, safe operating condition with no dead cells or cracked cases. Batteries shall hold a charge and provide adequate power to operate the equipment. (I) All Equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure and without repair patches. (J) All oil and grease seals must contain lubrication in the manufacturers designed reservoir. (K) Al( Equipment must have a relatively clea^ appearance. (L) All Equipment shall be free from excessive wear necessitating major component repair or replacement caused by lack of recommended maintenance as detailed in customer operation/maintenance manual furnished with each item of Equipment. (M) All Equipment shall be free from structural damage or bent frames. (N j All Equipment attachments, if any, must be in good operating condition. (O) All hydraulic cylinders must not be bent, nicked, gouged or leaking. Further, each item of Equipment must be able to complete the following tests: (A) Operate normally in forward and reverse directions through all its speed ranges or gears. (B) Steer normally right and left in both forward and reverse. (C) Have all functions and controls work in normal manner. (D) Be able to stop ~~%ith its service brakes in a safe distance in both forward and reverse. (E) Operate without leaking any fluids. (F) Perform its designed functions in a satisfactory manner. (G) All cutting units lower, turn on, run, raise and shut off as they are designed to do". 2. Section 11 of the Agreement is hereby amended by adding at the end thereof the following words: In addition to Lessee s other obligations under this Agreement, upon return of the Equipment, Lessee shall pay to Lessor for each item of Equipment a rate of $3.00 per hour for each hour in excess of 1,200 hours per year. Lessee shall pay such supplemental rental payment within ten (10) days of Lessor's written demand. The hours of use of an item of Equipment shall be determined by the hour meter attached to said item of Equipment. If any such hour meter becomes inoperable or inaccurate, Lessee shall immediately repair or replace same, and shall immediately notify Lessor in writing of such event and of the correct hours of usage of the time of Equipment during the period of time the hour meter was inoperable or inaccurate. In the event that the hour meter is replaced, Lessee shall notify Lessor in writing of the total hour usage recorded on the original hour meter that is being replaced. Lessee shall promptly furnish Lessor such information as Lessor may reasonably request from time to time in order to document the hours of usage of the Equipment." IN WITNESS WHEREOF, the Lessor and Lessee have caused this Addendum to be executed by their authorized representatives. For all purposes hereof, the date of this Addendum shall be the date of Lessor's execution as set forth below. LESSOR: SIEMENS FINANCIAL SERVICES, INC. BY: ~Cl'I9zv~~~~~~~i~'' /Audror7zcd4S~gn~ rare/ / / NAME: U ~~~ ir,,,,~~d,,,~ i~~,«r~ TITLE: ~'~Q DATE: ~~ ~~/~~~ ' ~ ~.~ LESSEE: BY: NAME: TITLE: `~l~~~L DATE: ~~/p,7 (/!G /+ ___- ~%~/~~~ ~r~x-~c- Siemens Financial Services, Inc. _. PURCHASE ORDER SELLER: Hector Turf LESSEE: Village of North Palm Beach Street Address 1301 NW Third Street Street Address 501 US Highway 1 City/State/Zip Deerfield Beach, FL 33442 City/State/Zip North Palm Beach, FL 33408 Purchase Order Number 302398 - 1 Lease or Schedule Number 729.0051968-001 Contact Mark McNerney Contact Mickey Neal Telephone No. (954) 429-3400 ext Telephone No. (561) 691-3420 ext Siemens Financial Services, Inc. ("SFS"), located at 170 Wood Avenue South, Iselin, NJ 08830, hereby requests that Seller ship the equipment specified below ("Equipment") to Lessee at the following address: 951 US Highway 1, North Palm Beach, FL 33408 ("Equipment Location") Equipment: (see attached for equipment breakdown) Quantity Model Description See attached list Serial No. Price $300,504.00 Purchase Price ("Total Price") $300,504.00 This purchase order ("Purchase Order") shall expire on January 15, 2007 Expiration Date). (CONTINUED ON REVERSE SIDE) Seller and SFS, at the request of Lessee, have entered into this Purchase Order agreement intending to be bound by the terms and conditions set forth above and on the reverse side hereof. Any additional or different terms or conditions contained in Seller's acceptance, or other communication or document are hereby objected to and shall not be binding or effective unless specifically agreed to in writing by SFS. SELLER LESSOR By: Hector Turf By: SIEMENS FINANCIAL ERVICES INC. Y . ~ r Authorized Si natur ~ ~"`~~ V~~ g ~: `~ ~ ~ Authorized Signature: Name and Title:..1r~..-t,~~ ~`~. • ~"~''~~=~ ~~~`~ Name and Title: ~ 6~~-U ~ /`/UR~ ~-~ Date of Acceptance: 1 f ~~ ~~ ~-' Date of Issuance: l ~ ~«i Q • LESSEE ACKNOWLEDGEMENT: Lessee hereby acknowledges that Lessee, not SFS, has selected the Equipment, and that SFS does not manufacture or supply the Equipment, and that neither Seller nor SFS is an agent of the other, and that neither has authority to bind the other, and that Lessee has reviewed and approved the terms of this Purchase Order. LESSEE By: Village of North Palm Beach __ .~' .._ ,r r ;~, k Authorized Signature: _ ' f..~~J'3 ~` fi` / Name and Title: /4 C G~i'~l.,~,,_ !//~ Date: L6 a/ Q Y CJSiemenslDocs POFIP ~ Gen C&04.doc PURCHASE ORDER TERMS AND CONDITIONS At the request of Lessee, SFS hereby orders from Seller the Equipment and agrees to pay the Total Price for such Equipment, subject to the terms and conditions set forth on the front page hereof and below. 1. Lessee has selected the Equipment and has agreed to lease the Equipment pursuant to the terms and conditions of the Lease identified on the front page hereof ("Lease" as applicable). Upon request, SFS shall provide Seller with a copy of the Lease. 2 SFS shall have no liability hereunder unless before the Expiration Date of this Purchase Order (as set forth on the front side hereof), the following conditions shall have occurred or been satisfied: (a) Seller shall have executed this Purchase Order with no changes or modifications, and such executed Purchase Order shall have been returned to SFS; (b) Seller shall have delivered all of the Equipment to the Equipment Location; (c) Lessee shall have inspected and accepted the Equipment pursuant to the terms and conditions of the Lease, executed the acknowledgment on the reverse side hereof, and shall have provided SFS with all documents requested by SFS, including but not limited to a Delivery and Acceptance Certificate evidencing Lessee's acceptance of the Equipment; (d) if SFS has so requested, it shall have received from Lessee a written statement approving the Seller's invoice for the Equipment and requesting SFS to pay the amount of such invoice; and (e) Lessee shall not be in default under the Lease. If any of the foregoing conditions are not met or complied with, or, if Lessee does not accept the Equipment for any reason, rejects it, or refuses to allow Seller to cure any defects or deficiencies therein, SFS shall have no liability to Seller or obligations hereunder, and Seller shall seek redress only from Lessee. 3. As between Lessor and Seller, Seller shall bear all risk of loss of any Equipment covered by this Purchase Order until the conditions specified in Paragraph 2 above are fulfilled. In the event that Lessee rejects the Equipment or any portion thereof, Seller will be responsible for securing, at its expense, the return of such Equipment from Lessee. 4. SFS shall be required to pay only the Total Price which shall include the cost of packing, transporting, delivering, assembling and installing the Equipment (unless otherwise indicated) and such other costs and charges as are specified on the front page hereof. SFS shall not be responsible to Seller for any other costs or charges whatsoever. The Total Price shall be paid to Seller within 15 days of performance in full of the conditions specified in Paragraph 2 above. 5. Seller represents and warrants that: (a) upon payment of the Total Price, SFS shall have good and marketable title to the Equipment, and such title will be free and clear of all liens and encumbrances whatsoever; (b) unless otherwise specified on the front page hereof, the Equipment shall be new and unused; (c) the Equipment shall have been acquired, produced, assembled, installed, sold and transported in compliance with all applicable laws, ordinances and regulations and agreements with other parties; (d) the sale and use of the Equipment shall not infringe or violate any patent, trademark, copyright, license, or other intellectual property right; (e) the Equipment will conform to all applicable warranties, agreements and representations made by Seller or its agents; (f) this Purchase Order, and any other documents required by SFS, shall be executed by a duly authorized representative of Seller; (g) this Purchase Order and any warranties provided with respect to the Equipment, as between Seller and Lessor, shall be the only agreement with respect to the Equipment; and (h) Lessee shall not have made any payment with respect to the Equipment and no portion of the Total Price of such Equipment shall have been loaned or otherwise provided directly or indirectly by Seller. 6. All warranties made by Seller to Lessee or hereunder shall also be for the benefit of SFS and shall survive the delivery and acceptance of and payment for the Equipment, and shall be enforceable by SFS, Lessee or their successors or assigns as provided in the Lease. Moreover, unless Seller provides, or has provided, a more extensive warranty, Seller warrants that the Equipment shall be in good working order on the date the Delivery and Acceptance Certificate is executed and that the Equipment shall remain in good working order for a period of 90 days from such date. 7. In connection with the Equipment, Seller may also be supplying software, technical information, confidential business information and other documentation relating to the use and operation of the Equipment ("Software") which is designated as "proprietary" or "confidential". With respect to such Software, Seller represents and warrants that it has the authority to, and hereby grants to Lessee a nonexclusive, nontransferable right to use such Software ("Software License"): provided, however, that the Lessee's use of such Software License is subject to the terms and provisions of any Software License entered into by Seller and Lessee. Further, SFS is not an insurer of Lessee's compliance with such Software License, and Seller agrees that SFS shall have no liability for any violation by Lessee or any other party of any Software License restrictions. If SFS sells or refinances the Equipment hereunder and the new end-user agrees in writing to abide by the terms and conditions of the Software License, Seller will grant (and obtain any other necessary authorization) to grant such new end-user a Software License in connection with the Equipment at the same cost and on the same terms and conditions as the Software License granted Lessee hereunder. 8. Seller agrees that it will indemnify, protect and save harmless SFS, its affiliates and Lessee from and against all suits, damages, claims, losses and demands, including attorneys' fees (collectively "Losses") arising out of: (a) injuries to persons or property caused by defects in the Equipment; (b) actual or alleged infringement of any patent, trademark, copyright or license by reason of the sale, leasing or use of the Equipment; (c) any breach of Seller's representations and warranties provided to SFS, Lessee or their assigns; or (d) other events wherein Losses are attributable to Seller's negligence or failure to comply with any laws, regulations or contract provisions. Seller shall be provided with reasonable written notice of any such Losses. The foregoing indemnities shall survive the termination of the Lease and this Purchase Order, and the rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by any successors and assigns of SFS and Lessee. 9. Seller shall not assign any right or interest in this Purchase Order or delegate any obligation hereunder without the prior written consent of SFS. Any such attempted assignment or delegation shall be void. 10. This Purchase Order is given on Seller's assurance and representation that Lessee has selected the Equipment described herein on or prior to the date hereof and that Lessee authorized the contemplated transaction. Upon Lessee's request, Seller shall provide Lessee with a description of any rights Lessee may have under this Purchase Order. 11. Upon the failure of any of the foregoing terms or conditions, SFS's obligations hereunder shall be canceled (without notice to Seller), and Seller shall promptly refund to SFS all sums (including taxes, transportation, installation and other charges) paid for or on account of or in connection with the Equipment (including any other amounts owing to Lessor hereunder), and such rights are in addition to any other rights of SFS hereunder or under law. 12. This Purchase Order shall be governed by the internal laws (as opposed to the conflict of law decisions) of the State of Florida. To the extent this Purchase Order is inconsistent with any other agreement between Seller and Lessor, the terms of this Purchase Order shall control (except in the case of an executed vendor program agreement in place between Seller and Lessor). 13. Lessee acknowledges that SFS has made no representation or warranty express or implied and has provided to Lessee no information whatsoever, regarding the Equipment's Year 2000 Compliance, i.e., that the Equipment is able or unable to and will or will not accurately receive, process, store, and/or provide output of date/time data relating to the twentieth and twenty-first centuries, and/or, between the years 1999 and 2000, and/or during a leap year. L4 Initial <: ~' ~~~~ EQUIPMENT LIST FOR VILLAGE OF NORTH PALM BEACH MANF DESC EQUIP $ TORO REELMASTER 5510 MOWER TORO GROUNDMASTER 4500-D TORO GROUNDMASTER 3500-D TORO SAND PRO 5040 TORO FLEX 21 WALKING MOWER TORO TRANS PRO 1000 WALKING MOWER TORO GREENSMASTER 3150 MOWER TORO WORKMAN 3100 UTILITY DISCOUNT $ 73,714.00 $ 85,432.00 $ 26,627.00 $ 30,564.00 $ 40,230.00 $ 3,687.00 $ 49,884.00 $ 13,696.00 $ (23,330.00) $ 300,504.00 ~,, Siemens Financial Services, Inc. PURCHASE ORDER SELLER: Kilpatrick Turf LESSEE: Village of North Palm Beach Street Address 7700 High Ridge Road, Street Address 501 US Highway 1 City/State/Zip Boynton, FL 33426 City/State/Zip North Palm Beach, FL 33408 Purchase Order Number 302398 - 2 _ Lease or Schedule _ Number 729-0051968-001 Contact Tom Serrick Contact Mickey Neal Telephone No. (561) 533-1450 ext Telephone No. (561) 691-3420 ext Siemens Financial Services, Inc. ("SFS"), located at 170 Wood Avenue South, Iselin, NJ 08830, hereby requests that Seller ship the equipment specified below ("Equipment") to Lessee at the following address: 951 US Highway 1, North Palm Beach, FL 33408 ("Equipment Location") Equipment: (see attached for equipment breakdown) Quantity Model Description See attached list Serial No. Price X42,980.00 Purchase Price ("Total Price") $42,980.00 This purchase order ("Purchase Order") shall expire on January 15, 2007 (Expiration Date ._ _ (CONTINUED ON REVERSE SIDE) Seller and SFS, at the request of Lessee, have entered into this Purchase Order agreement intending to be bound by the terms and conditions set forth above and on the reverse side hereof. Any additional or different terms or conditions contained in Seller's acceptance, or other communication or document are hereby objected to and shall not be binding or effective unless specifically agreed to in writing by SFS. SELLER LESSOR By: Kilpatrick Tur~ I By: SIEMENS FINANCIAL SERVICES, INC. Authorized Signature; Authorized Signature: ~I ~¢~tof~ ~- Name and Title: ~ • K~Dt Name and Title: ~ '~ a Date of Acceptance: ll ~ O t tOlp Date of Issuance: _ 10 //(i~0~ ~`.. .. ~ i.<_ ~ , ~~ LESSEE ACKNOWLEDGEMENT: Lessee hereby acknowledges that Lessee, not SFS, has selected the Equipment, and that SFS does not manufacture or supply the Equipment, and that neither Seller nor SFS is an agent of the other, and that neither has authority to bind the other, and that Lessee has reviewed and approved the terms of this Purchase Order. LESSEE By: Village of North Patrti 8eaeh Authorized Signature:"'. ~ '~- ~ ~- `" ~, •, R~ ,,,~"'~ ` / , ~, /1 n ~'~~~ Name and Title:.[~~(J~ ,{~ • /~iu/C.~r.~ , '~~/(~ ~C__ Date: l~/~/v d C: iSiemenslDocs POFIP O Gen 0&G4.doc PURCHASE ORDER TERMS AND CONDITIONS At the request of Lessee, SFS hereby orders from Seller the Equipment and agrees to pay the Total Price for such Equipment, subject to the terms and conditions set forth on the front page hereof and below. 1. Lessee has selected the Equipment and has agreed to lease the Equipment pursuant to the terms and conditions of the Lease identified on the front page hereof ("Lease" as applicable). Upon request, SFS shall provide Seller with a copy of the Lease. 2. SFS shall have no liability hereunder unless before the Expiration Date of this Purchase Order (as set forth on the front side hereof), the following conditions shall have occurred or been satisfied: (a) Seller shall have executed this Purchase Order with no changes or modifications, and such executed Purchase Order shall have been returned to SFS; (b) Seller shall have delivered all of the Equipment to the Equipment Location; (c) Lessee shall have inspected and accepted the Equipment pursuant to the terms and conditions of the Lease, executed the acknowledgment on the reverse side hereof, and shall have provided SFS with all documents requested by SFS, including but not limited to a Delivery and Acceptance Certificate evidencing Lessee's acceptance of the Equipment; (d) if SFS has so requested, it shall have received from Lessee a written statement approving the Seller's invoice for the Equipment and requesting SFS to pay the amount of such invoice; and (e) Lessee shall not be in default under the Lease. If any of the foregoing conditions are not met or complied with, or, if Lessee does not accept the Equipment for any reason, rejects it, or refuses to allow Seller to cure any defects or deficiencies therein, SFS shall have no liability to Setler or obligations hereunder, and Seller shall seek redress only from Lessee. 3. As between Lessor and Seller, Seller shall bear all risk of loss of any Equipment covered by this Purchase Order until the conditions specified in Paragraph 2 above are fulfilled. In the event that Lessee rejects the Equipment or any portion thereof, Seller will be responsible for securing, at its expense, the return of such Equipment from Lessee. 4. SFS shall be required to pay only the Total Price which shall include the cost of packing, transporting, delivering, assembling and installing the Equipment (unless otherwise indicated) and such other costs and charges as are specified on the front page hereof. SFS shall not be responsible to Seller for any other costs or charges whatsoever. The Total Price shall be paid to Seller within 15 days of performance in full of the conditions specified in Paragraph 2 above. 5. Seller represents and warrants that: (a) upon payment of the Total Price, SFS shall have good and marketable title to the Equipment, and such title will be free and clear of all liens and encumbrances whatsoever; (b) unless otherwise specified on the front page hereof, the Equipment shall be new and unused; (c) the Equipment shall have been acquired, produced, assembled, installed, sold and transported in compliance with all applicable laws, ordinances and regulations and agreements with other parties; (d) the sale and use of the Equipment shall not infringe or violate any patent, trademark, copyright, license, or other intellectual property right; (e) the Equipment will conform to all applicable warranties, agreements and representations made by Seller or its agents; (f) this Purchase Order, and any other documents required by SFS, shall be executed by a duly authorized representative of Seller; (g) this Purchase Order and any warranties provided with respect to the Equipment, as between Seller and Lessor, shall be the only agreement with respect to the Equipment; and (h) Lessee shall not have made any payment with respect to the Equipment and no portion of the Total Price of such Equipment shall have been loaned or otherwise provided directly or indirectly by Seller. 6. All warranties made by Seller to Lessee or hereunder shall also be for the benefit of SFS and shall survive the delivery and acceptance of and payment for the Equipment, and shall be enforceable by SFS, Lessee or their successors or assigns as provided in the Lease. Moreover, unless Seller provides, or has provided, a more extensive warranty, Seller warrants that the Equipment shall be in good working order on the date the Delivery and Acceptance Certificate is executed and that the Equipment shall remain in good working order for a period of 90 days from such date. 7. In connection with the Equipment, Seller may also be supplying software, technical information, confidential business information and other documentation relating to the use and operation of the Equipment ("Software") which is designated as "proprietary" or "confidential". With respect to such Software, Seller represents and warrants that it has the authority to, and hereby grants to Lessee a nonexclusive, nontransferable right to use such Software ("Software License"); provided, however, that the Lessee's use of such Software License is subject to the terms and provisions of any Software License entered into by Seller and Lessee. Further, SFS is not an insurer of Lessee's compliance with such Software License, and Seller agrees that SFS shall have ne liability for any violation by Lessee or any other party of any Software License restrictions. If SFS sells or refinances the Equipment hereunder and the new end-user agrees in writing to abide by the terms and conditions of the Software License, Seller will grant (and obtain any other necessary authorization) to grant such new end-user a Software License in connection with the Equipment at the same cost and on the same terms and conditions as the Software License granted Lessee hereunder. 8. Seller agrees that it will indemnify, protect and save harmless SFS, its affiliates and Lessee from and against all suits, damages, claims, losses and demands, including attorneys' fees (collectively "Losses") arising out of: (a) injuries to persons or property caused by defects in the Equipment; (b) actual or alleged infringement of any patent, trademark, copyright or license by reason of the sale, leasing or use of the Equipment; (c) any breach of Seller's representations and warranties provided to SFS, Lessee or their assigns; or (d) other events wherein Losses are attributable to Seller's negligence or failure to comply 4vith any laws, regulations or contract provisions. Seller shall be provided with reasonable written notice of any such Losses. The foregoing indemnities shall survive the termination of the Lease and this Purchase Order, and the rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by any successors and assigns of SFS and Lessee. 9. Seller shall not assign any right or interest in this Purchase Order or delegate any obligation hereunder without the prior written consent of SFS. Any such attempted assignment or delegation shall be void. 10. This Purchase Order is given on Seller's assurance and representation that Lessee has selected the Equipment described herein on or prior to the date hereof and that Lessee authorized the contemplated transaction. Upon Lessee's request, Seller shall provide Lessee with a description of any rights Lessee may have under this Purchase Order. 11. Upon the failure of any of the foregoing terms or conditions, SFS's obligations hereunder shall be canceled (without notice to Seller), and Seller shall promptly refund to SFS all sums (including taxes, transportation, installation and other charges) paid for or on account of or in connection with the Equipment (including any other amounts owing to Lessor hereunder), and such rights are in addition to any other rights of SFS hereunder or under law. 12. This Purchase Order shall be governed by the internal laws (as opposed to the conflict of law decisions) of the State of Florida. To the extent this Purchase Order is inconsistent with any other agreement between Seller and Lessor, the terms of this Purchase Order shall control (except in the case of an executed vendor program agreement in place between Seller and Lessor). 13. Lessee acknowledges that SFS has made no representation or warranty express or implied and has provided to Lessee no information whatsoever, regarding the Equipment's Year 2000 Compliance, i.e., that the Equipment is able or unable to and will or will not accurately receive, process, store, and/or provide output of date/time data relating to the twentieth and tvdenty-first centuries, and/or, between the years 1999 and 2000, and/or during a leap year. Initial .~ .~ VILLAGE OF NORTH PALM BEACH MANF DESC EQUIP $ JACOBSEN QUICK GREEN ROLLER 90 $ 6,974.00 BERNHARD EXPRESS DAUL 3000 GRINDER $ 22,982.00 BERNHARD ANGLEMASTER 3000 BEDKNIFE SHARPENER $ 13,024.00 $ 42,980.00 Siemens Financial Services, Inc. SIEMENS OFFICER'S CERTIFICATE The Undersigned _ (PRINTED NAME) (TITLE] of (herein "Corporation"), (EXACT LEGAL NAME OF CORPORATICNJ a corporation duly organized and validly existing under the laws of the State of _ (the "State"), does hereby certify that: 1. I am a duly elected, qualified and acting officer of the Corporation and hold the office stated above. 2. The Corporation has been authorized, by all appropriate corporate action, to enter into the contemplated transaction for the purchase, finance or lease of equipment and related items and/or the borrowing of funds from Siemens Financial Services, Inc., and/or the issuance of a guaranty by the Corporation, that each of the below named persons (whose specimen signature appears) is duly authorized to execute and deliver all documents in connection therewith, and the title set forth next to the name of each, is his/her true title. SPECIMEN SIGNATURES (s1GNA ruRE/ (s1GNAruRE; (PRINTED NAME) (PRINTED NAME] (TITLE) (T1TLEj (SIGNATURE) (PRINTED NAME) (TITLE) 3. The Corporation's name, as indicated on the public record of the State which shows the Corporation to have been organized, is accurately set forth above. 4. The Corporation is organized solely under the laws of the State, which maintains a public record showing the Corporation to have been organized. 5. The number assigned by the State as the Corporation's organizational identification number is (however, if the State does not assign organizational identification numbers, I have indicated that by inserting the words "None assigned" in the blank). I understand that the organizational identification number above is not the Corporation's federal or state tax or employer identification number. 6. I am one of the duly authorized and proper officers of the Corporation to make certificates on its behalf and that I have caused this certificate to be executed and the seal of the Corporation to be hereunto appended this day of , 20 ATTEST By: Name: Name: (Printed or Typed) Title: (Asst.) Secretary Title: (CORPORATE SEAL) (Panted or Typed) (Signature or Ofliceq G iContrct Documents'~,4nullary DocumenfS~CeriificateslOr(cer Ceii 04-01. doc RESOLUTION NO. WH~REAS, (the "Governing Body") of Village of North Palm Beach (the "L ssee") has reviewed and determined its anticipated equipment requirements. WHERf~S, the Governing Body for Lessee has determined that it is in Lessee's best interest to acquire~he equipment (the "Equipment") described in Equipment Lease Agreement # 729- 0051968-001 betwe~n the Lessee and Siemens Financial Services, Inc., copies of which documents are attached hereto ~s Exhibit A. THEREFORE, ~E IT RESOLVED BY THE GOVERNING BODY THAT: Lessee shall'acquire the Equipment. 2. Equipment Lease Agreement (the "Lease"), between Siemens Financial Services, Inc. argil the Lessee is hereby approved, and Lessee's chief executive officer, chief financial officer or chief purchasing officer or any other representative of the~,Lessee designated by any of them in writing is hereby authorized to execute ~~ the Lease, as incorporating the terms and conditions of the Agreement, subsf~ntially in the form attached hereto with such changes or amendments (substantial or otherwise) as are approved by the officer of Lessee executing the Leask, such approval to be conclusively evidenced by that officer's execution of the Lease; as incorporating the terms and conditions of the Agreement, and (ii) atl documents, instruments, certificates and agreements related to the Lease, ADOPTED, SIGNED AND APPROVED at a:.duly convened meeting of Lessee's Governing Body on the day of , 20 .J~,E ,~ ~~~ ~l~a~ By: Name: Title: G.WCCTMGRIDocumentslVillage o/N. Palm Beach'~.Resolution 70-03 doc RESOLUTION 2006-83 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, RELATING TO COUNTRY CLUB MAINTENANCE EQUIPMENT; AUTHORIZING THE LEASE OF CERTAIN EQUIPMENT UTILIZING STATE CONTRACT PRICING; DECLARING CERTAIN ITEMS OF EXISTING EQUIPMENT AS SURPLUS AND AUTHORIZING THEIR DISPOSAL AND SALE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village's Country Club Advisory Board unanimously recommended approval of Village Administration's proposal to: (1) lease certain maintenance equipment for the Country Club utilizing state contract bid pricing; and (2) declare certain existing maintenance items as surplus and authorize their disposal and sale; and WHEREAS, any proceeds of the sale of the surplus equipment shall be utilized toward the cost of the new equipment; and WHEREAS, the Village Council wishes to authorize the lease of new maintenance equipment and the disposal of existing equipment as recommended by the County Club Advisory Board and determines that such actions are in the best interests of Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and correct and are incorporated herein. Section 2, The Village Council hereby authorizes the acquisition and lease of the equipment identified in Exhibit "A" attached hereto and incorporated herein pursuant to the state contract pricing listed in the Exhibit. The Village Council further authorizes the Mayor to execute the appropriate lease agreements to effectuate same. Section 3. The Village Council hereby declares the following equipment as surplus and authorizes its disposal, with any funds received from disposal of the equipment to be utilized to offset the cost of the new equipment identified in Section 2 above: 1 1997 Jacobsen Triplex Mower -Asset # 01126 1 1996 Jacobsen Triplex Mower -Asset # 01092 1 1998 Toro 60" Rotary Mower -Asset # 01130 1 1994 Jacobsen 3- wheel utility vehicle -Asset # 01072 1 1997 Cushman 3-wheel utility vehicle -Asset # 01103 ] 1997 Jacobsen 22" walking greens mower -Asset #O1 123 1 1997 Jacobsen 22" walking greens mower -Asset #01124 1 1999 Toro 22" walking greens mower -Asset #01247 1 1999 Toro 22" walking greens mower -Asset #01248 1 2004 Toro 22" walking greens mower -Asset #02127 1 2004 Toro 22" walking greens mower -Asset #02128 2 1994 Jacobsen walking greens mowers - No Asset #'s 1 1998 Peerless spin grinder -Asset #O1 131 Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 12th DAY OF OCTOBER, 2006. (Village Seal) ATTEST: VILLAGE CLERK 'his is a True Copy iN WITNESS WHEREOF, I hereunto set my hand and affix the seal 0~1~t~he~illage of N~o/rth Palm Bea~ch~t Florida, this ,J2`_~-day of ^/y al~~'~hG'/~. A.D. 20~ ~~ Village Clerk ~~ 1301 N W THIRD STREET / DEEflFIELD B£ACN, FL "33442 TEL'. {y5a) 429-3200 • FAX (y54) 3fi0 7657 Quotation Provided for North Palm Beach Country Club September 12, 2006 Qty. Model Description List Price FL State Extension Contract 2 ea 03680 Toro Reelmaster 5510 $46,655.00 $36,857.00 $73,714.00 Fairway Mower with: - 03682 11 Blade Cuttin Units 2 ca 30856 Toro Groundsmaster 54.072.00 42,716.00 85,432.00 4500-D Rotary Rough Mower with: - 30398 Seat - 30313 Sus ension 1 ea 30839 Toro Groundsmaster 33,706,00 _ 26,627.00 26,627.00 3500-D Rotary Trim Mower Z ea 08705 Toro Sand Pro 5040 19,345.00 15,282.00 30,564.00 Bunker Rake with: - 08712 Front Lift ASM - 08713 Flex Blade - 08753 Grooming Broom 6 ea 04021 Toro Flex 21 Walking 8,488.00 6,705.00 40,230.00 Greens Mower with: - 04123 Wheel Kit ~~ 1301 N.W. TH1RD STREET J DEERFiEI_D BEACi~, FL 33442 TEL X954) 429.3200 • FAX (954) 3fi0 7657 Quotation Provided for North Palm Beach Country Club September 12, 2006 Qty. Model Description List Price FL State Extension Contract 3 ca 04240 Toro Trans Pro 100 1,556.00 1,229.00 3,687.00 Walking Greens Mower Trailer: - Carries 1 or 2 Mowers 2 ea 04357 Toro Greensmaster 3150 31,573.00 24,942.00 49,884.00 Riding Triplex Mower with: - 04611 11 Blade Cutting Units - 04626 Wiehle Rollers - 04433 Tltree Wheel Drive 1 ea 07363 Toro Workman 3100 17,337.00 13,696.00 13,696.00 Heavy Duty Utility Vehicle Subtotal $323 834.00 Less .TWN Cor . Dfscount 23 330.00 Total $300 504.00 Provided by Tom DeYoung 954-429-3200 Renutrane. d Quacionr 7700Nfgh Rrdge Road Boyntw~ BcecA, Florida USA 33lSh (561) 533-1110 (800) 782-7399 (S61J 533-1S00FAX ~ww lalperiidcco.conl cuss 410126 sHlPro. NORTH PALM BEACH COUNTRY CLUB Attn: KENT TURNER 951 US HMY 1 NORTH PALM BEACH, FL 33408 381 s+u m. NORTH PALM BEACH COUNTRY CLUB A77M: ACCDUNTS PAYABLE 951 US HNY 1 NORTN PALH BEACH, FL 33408.381 wsTRUCrIONs QUOTATION GOOD T HRU 10/31/06 I SHIP PgNT KILPATRICK TURF EQUIPMENT E~E ? PR~D,x;T t (XIANTrTY ~ OUANTTTY f ~ ~ ~ r N0. I AND DESCRIPTION O(1DERF.D 8.0 SHIWED U/M I Thank you for the opportunity to Quote NORTH PALM BEACH CC ~ on s pair of Bernhard grinders. Those grinders are covered by a ten (10) year factory Marrenty. xxx#xx***#**fi###*####*xxfi**w*****fi*#*********fi rfi***xw##*xxw* j SPECIAL NOTE: A progran exists thru Bernherd to purchase f used (approx. 2 years old) grinders froe their "Prestige Club' program with "Top 100' golf courses. These nachines Gerry an eight (8) year warranty and are available at l significant dlscounts...see Rep for details. aa*#*****#*Ir********#****wft*****x**k**w*fixlr*****xx***w#w*** J1s Klolber 561.436-4162 Tha KILPATRICK COMPANY **,r##.e*a+#rfi+~:#fix~f+#*,rrt**,~x,e*+x*x*,~*,.rt,~~+,+*wx#*#**x*x«*wx# 1 BERA1010 1 each Express Duel 3000 2 BERAl100 Ang7eJlaster 3000 QUOTE a Ki(painck Company UPC VF~DOR QUOTE DATE ~ ORDER NO. OOOD00 I D9/21/06 ~ 134167.00 P.O.Nd. i PACitn I coRResIx~NDENCFra THE KILPATRICK COMPANY, IMC. 7700 HIGH RIDGE RGAD BDYNTDN BEACH, FL 33426 1 TERMS NET 30 I SHIP VIA ~ SHIPPED I UPS GROUND ~ UNIT I AMOUNT PRICF I (NFl) ! 22982.00 Sub-total each 13026.00 Sub-total 2 Lines Total Qty Shipped Total 2 Total Invoice Total Last Page _ac_22982-00m 22982.00 13026.00 sc 23026'00 36008.00 36D08.00 Ro~~nton .Pump 8c Irrigation ,Supply • Kilpatrick International • Rilpatrsek 7kcrf Equipment ~\~~ ~~~~~ RemiMmrce d QursYions ~ 7700 FIeBh RrdBc Road ~~ Boyrtta,~ BeoJ~, Flosida US.1 31116 (561) 333-!!30 (800) 787399 (S61J 53.E-1300 FdX wl vrN Atlpafl'IC-k~'». rorH cusTly 410126 srilPTO NORTH PALH BEACH COUNTRY CLUB Attn: KENT TURNER 951 US HIIY 1 NORTH PALH BEACH. FL 33408-381 e+LLTO NORTH PALH BEACH COUNTRY CLUB ATTN: ACCOUNTS PAYASLf 951 US HMY 1 C,~UOTE a KilparrirJc ('ouywuy f I UPD VENOJR ODUTE DATE ORDER ND. OOOOUO 09/25/06 34296~OD 1 I 90.1Yp. 1 y PAC7E* '~, I 1 1 coRrtESPavDeNCETO. 7HE KILPATRICK COMPANY. INC. 7700 H[GH RIDGE ROAD 80YNTON BEACH, FL 33426 kORTH PALM BEACH. FL 33408.381 INSTmICnoNS TERMS QUOTATION GOOD THRU 10/32/06 kET 30 SHIP POINT SHIP VW ~ SHIPPFD KILPATR[CK TURf EQUIPMENT ~ UPS GROUND LHJE I PPOOLCT ~ r]UAtST7TY I Q'JANTTTY OTV ? OTV I UNT ~ AMOUNT NO AND DE9CRIPT70N ORr1ERE0 I H.O. SHIPF EiI ~ U,x1 PRICE (NET) Thank you for the opportunity to quote NORTH PALM BEACH CC ~ on two sets of Jacobsen triplex Rollers for the GKIV~ sower. These rollers are covered by a two (2) year Factory warranty. **k**rt***********rt******k***********rt******rt**************** Ji^ Kloiber 561-436-4162 The KILPATRICK COMPANY ******rt******rt*k*rt*kk+k*«*********************************** 1 TEX68664 2 each 3<fl7.Q0 QUICK ROLL GREENS ROLLER 9018 ROLLERS E HAROi1ARE 2 TEX2811909 2 EA KIT BRACKET 3 TEX28123I6 2 each MOUNTING K1T Sub-total i 3 Lines Total Qty Shipped Total 6 Tr.tal Invofce Total Last Page 6974.00 __~-°6974.00° 6974.00 b914.00 B~yntnn Pump & Irsigatiorr Srcpply Kilpatrack Intcrrtatinrral ° Kiipnhirk T ~rrEqurpn~errt ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE LESSEE NAME: Village of North Palm Beach Re: Equipment Lease Agreement #729-0051968-001 (the "Lease") between the undersigned ("Lessee") and Siemens Financial Services, Inc. This certificate confirms and affirms that the equipment described in the Lease referenced above (the "Equipment") is essential to the functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Lessee will use such Equipment only for the purpose of performing one or ;amore of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority. Is the Equipment new, an upgrade, additional or a replacement? If replacement, how old is the existing equipment? If new, is the Equipment for astart-up program? ct,.- ~ s~ ~.-~ ~-! ~ . r. 2. Please fully explain the use of the Equipment, including any specific department which may be its primary user. r j ~v; /.'~ 3. If any of the Equipment is computer software, on what hardware will the software run, and is the existing hardware owned or being leased? ~; ~'~~- 4. From which fund will lease payments be made? ~~'~iQcy~ ~~~,~ ~^'~;rtyr ~~.~~~~ t 5. Will any loan or grant monies be used to make lease payments? /~~',~~ Village of North Palm Beach _` By: _ Name Date G'~ACC'MGR',Cocumenfsi'/dlage oI fJ. Falm QeachlEssen6al Use Form doc FORM OF OPINION OF LESSEE'S COUNSEL (Letterhead of Lessee or Lessee's Counsell DATE Siemens Financial Services, Inc. 170 Wood Avenue South Iselin, NJ 08830 Ladies and Gentlemen: ~, We have acted as counsel fob , a ("Lessee"), with respect to that certain Equipment Lease Agreeri~ent #729-0051968-001 (the "Lease") between Siemens Financial Services, Inc. ("Lessor" or °SFS"), and'.~essee. In connection therewith, we have been asked to deliver this opinion with respect to certain aspects of the Lease. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed~'thereto in the Lease. We have been furnished with and have examined originals or copies, certified or otherwise, iden- tified to our satisfaction, of the Lease and the ether documents and agreements executed and/or delivered in connection therewith (collectively, the "Lease Documents"), and such other agreements, and other instruments, certificates of officers and representatives of the Lessee, certificates of public officials, corporate records and other documents as we have deemed necessary or required as a basis for the opinions expressed below. We have also examined duly certified records of the proceedings taken by the Lessee to authorize the execution, delivery and performance of the Lease. Based on the foregoing, and subject to the limitations set forth below, we are of the opinion that: /, / 1. The Lessee is duly organized and validly existing. as a and in good standing under the laws of the State of ,and is qualified to do business and in good standing under the laws of the State[s] of _. The Lessee has the necessary power and authority to execute, deliver, and perform all of its obligations under the Lease Documents. The exact legal name of Lessee as recorded in the public records of its state of organization above is The Lessee has taken all necessary action to authorize the execution and delivery by it of the Lease Documents and the consummation by it of the transactions contemplated thereby. 3. The Lessee has duly executed and delivered each of the Lease Documents, and each of the Lease Documents constitutes the legal, valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equitable prin- ciples). 4. The execution, delivery and performance by the Lessee of its obligations under the Lease Docu- ments do not (a) contravene any provision of any law, statute, rule or regulation of any governmental authority or any order, writ, injunction or decree of any court or governmental instrumentality against the Lessee, (b) conflict with or result in any breach of any of the terms of, or constitute a default under any agreement, contract or instrument to which the Lessee is a party or by which it or any of its properties is bound, (c) result in the creation or imposition of (or the obligation to create or impose) any lien or security interest upon any of the Equipment, or (d) violate any provision of the constituent documents of the Lessee. 5. To the best of our knowledge after due inquiry: (a) there are no actions, suits or proceedings pend- ing, threatened or contemplated, at law, in equity, in arbitration or before any governmental authority which (i) purport to affect or pertain to the Lease Documents or any of the transactions contem- G:WCCTMGRIDccumentslVillage o7N Palm BeachlOpin o(Lessee's Cnsl.doc plated thereby, or (ii) if determined adversely to the Lessee, would reasonably be expected to have a mate~al adverse effect on the operations, business, property, assets, condition (financial or other- wise) or~~rospects of the Lessee; and (b) the Lessee is not in default under any contract, agreement or other instrument to which it is a party or by which it or any of its properties is bound, in the pay- ment of any monetary obligation or with respect to any order, writ, injunction or decree of any court or governmental instrumentality. `'~ 6. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption'tZy, any governmental or public body or authority, is required to authorize, or is re- quired in connection vwith, the execution, delivery and performance by the Lessee of or the legality, validity, binding effect or~enforceability of any of the Lease Documents against the Lessee. The opinions expressed herein, as of the date hereof, may be relied upon by SFS and its succes- sors and its assigns. Very truly yours, ;~ '~,~Lr ~. Ti'ze ~^~' C~f~.e ~1 Glen J. T'urClv~a ~ A,cs~caat~~, P.~. ~'~'oT-~}~ipcint C'r.;r~;«~rc~tP ~,'er2~er 70I ~~`4'ort~~~oirit i'urk~~n~y Suite 2~'~ West Palm Beach, Florfda 33'07 G`'n J. T ci'rt~ Teteph«ne La'2 Do Icn. (5F1) 6S~-S%GO ::hrL~.ry ~eddeau Tete'~ax K(ncA~ inn " (501) 6g6~Sib4 8mai2~ git n g [crcivia tuw. co m FAX T1tANSVII'I"TAI~C`pVEt7 SkIEET l)ArI'E NOVEIVIBER 't, 2t~Ob TO ~4ICKEY ItiEAL FAX I~'O. 626-957 PAGES :~.., INCLL:°I7IiVG C®~ER PAGE _.w- FR()M t'~HIZ.ISTY GGDI7EAL',~ 1~S~U{IZE PIIO?~r1E 5f;1-686-87t1Q RE ~ t~RTH PAL:~°I BRACH C®li'f'~~~ STS: Cary .spande;tce date; ti+~w~~rryt~4a~ 1, 2006 to Siemens Firlancia4 },W i .a ~~ ~It~z~- ~~~ us ~~~~r~~~z,~~~ ~~:~ ~~~~ P~c~~~ ~~~~TS rn~~~r~ l~z~~~ iZAiil~l~ 1S~IUi~,T AT (~~~.} 6~~6-87~.~0; I'~,X I`1]~. (761i 6s~6-8764 . ~' `:FURMATICI i,r, ','.~lh'PD [ti ° H19 "RaN9'•419570N SS A7TOA1rBY HR G .GGD.htiP COX`FIGE477A:, 1T 19 ~"i E?.']87 O'~ILI' rOR 7HE USE Jr YiYC a<AYi':CA:. Oh ~ti7!TY `JA?,H ~ r ~OVt IP laf RfiAif~h. OF 7H;5 MfLYSAGE :5 NOT' THE lN.f'tiLtBA Q6CiPIE.h7. YOU ARE HERHB4' ~s'OTIF(BD 'T°:A •\'Y D ~SE~ d7<P,7iC'~, ll:STRIB L'TION ..k 'GY`•. a~G GF TFIIS CO?,SUL'!JiCATIOti IS 5TR,fCTL1' FR.CiiB17ED IP YOI,i HAY'E RECfilVBD 'THIS COM~.tI,~".Cn TiG:~ iV SRRGR, ~..f~".F, *40T1F' '.;5 L~i.4IF.:ii.nTP_`,' IY IELE.PHOA'E COLLECT AND RF'I'tJR,N :'F+& pklGPv.a i. 1.BS9AC,5 YO r'9 AT Tr'S ,Ae1:YE ,4DQRp95 VIA 'HS l.' :, °C~~'i AL SER` ICL. µ~8 iLL CVaMAUfiSG , ~'~ FOR YOUR EXP&'vSGS. TkiAh7C ~:: `~.i. ~ier~ J, Tcarc~vi~ t7~u~ Assr'c~ates, I'oA. ~'~'c~rt~'ipUint C:oS~~crrati? C:en~~er 0 7 hlorthpc~i~t Park4~~ay Suite 7. U9 ~~resr; Patrrl F~eczch, Florida ~~~Oi~-I~SJ Clen J, Torciv~n I.ara i;oaalr.:: Gh-u~y Goddeau Siemens FYnancial 5en~9ces, Ire, ] 70 Food r~~ enue Soutar lselin,l\J G883G Ladies and Gontlemeu: releplacne (s61~ 6B6.8700 'lelefcx (SBI) 8176 8?64 Bmatl: sera wj~iorcivialax~. CG m November 1, ?O1J{i S- Glen J. 'I'orcit-ia & Assc;eiates, F',A„ i5 co-ct~ua>,sel f'or the Village c~?f North Falm Bwach, a Flurida municipal corporation, ("i~~ssee"), with respect to that certain G;q;~ipment Lease Agreement #04QCT06 including the Contract Afldcnd-.tm to said. tiease (hereinafter joi,rtly referred to as the "Lease") dated Uctober 12, 2G06, botti,L~een Sie~ztens Financial Service3, ]nc. ("Lessor" or "SFS"), ind I essee. In connection tl'~erew•ith, we have bee,7 asked to deliver this opinion vrith respect to curtain asprcts of the i.?a5e, Capitalized ter.ris u~,c;d herein and nc~t otherwise defined shall have the meanings ascc}b~tl tlaeretU in the Leaso. We hay ~ baen furnished with old ha~;e exarrtined originals or copies, s;prtified or otherwise, idertilit~d tv our satisfaction, ~~f the Leese, and such other agreements, and athe* insnlunents, certificates of officez•s ~:ald represer:tatives of the Lessee, ceri~csates of public oifi.cit~ls, corpusate recorda and other documents as we Dave deemc;d necessary or required as a basis for the cJinions expressed below. 4~'e rave al~~;a examined duly ~.e:rtifieu rec~.ords of the proceedings :,~t.en b~~ the Lessee tt~ a~atha~-~ize the execution, deliver} and p?rfarmance of the Lease. Bait,:d on the ioregoiiag, grid subject rti? the lir,.itations set forth below, we are of the opinion than: The L.;ssc;e~ is dul}~ organized and validly exi4ting as a Florida municipal corporatiarl z~nd in good sta:~dirg under Lhe laves of the State. cif Florida, ~4d is ~uali~ied to do l~usinebs anti it-: good stt:nding under the lar~~s of the State of Florida. The Lessee has t}te rr:~essa~~ power anal autrro.ity to execute, deliver, anti p~-rrarm. ail of lts ubiigations under the Lease. The exact legal name of L;~ssee as retarded in the prablic records of its state of or~ani~atian abo~-e is the L'illage of 1Vtrth Palm Beach. ~, i'ut_r ' 0l'2 ~7p~ir'~i,~r i~i`('uu;i:>cl >i:i i ,';tc,, The Lessee h~ takEn all necessary action to authorize the executiv:~ and delivery by it of the Lease said the consummation ?~y it .~f the transactions contemplated thereby. The Lessee has duly executed an~~l alelivered the Lease, and thz~ Lease corstitutrs ih~ lega.l, valid and binding obligation of the Les~~~e enforceable against the Lessee in accordance with its terms (except as enforce2aeF.t thereof may be limited by bani:ruptcy, insclver,~;~,f or other similar laws affectittg creditors' rights gvr~eraily and ~y general equitable prix~ci.~lea). ~, T11e execution, delivery and perxortnancc: by the Lessee of its obligations under the 1_,r~ase do r:c;t (a) contravene any provision of any law, statute, rule or regi~latiorr of a:ry governmental authority or any order, writ, njuuction or decree of any coo: t or governmental iristrurr~entality against the Lesser:, (b) canfliCt with or result in only breach of any of the terms of, ar con.~titute a defa~,ait under sny agreemerrt, cotYtract or instrurrrent to whisk: the Lessee is a party or b3' w~Itich it ~;r ariy of i.ts properties is bound, (c) result in the creation ar imposition of (or the obligation to create or impose) arry lien yr sec~.irity intw•est upon any of the 1?quipment, or (d) vicjlate arty provision of the constituent dacurtrents of tree Lessee. To the best of our la~owledge after d~;e inquiry; (a) there are no actions, suits ~kr procceduigs pending, threatened or cor~ternplated, at ltiw, in eouity, in arbitration car beic~re any governmental authority which d,i) purport to affect or perrain to the Lease or any of'thc transactions eantemplated thereby, or (ii) if determined adversely to the )r.essee, wry old reasc~nabiy be expected to have a rrraterial adverse effect on the operations, brtsioess, propert}r, assets, condition. (financial ar otherwise) or prospects of trre Lessee; ana (h;~ the. L es.9ee is not in default under any contract, agreerzrent or other instrument to which it ;s a par~~y or by which it ar any of its properties is hound, ui the payment of any monetary obligation or with respect to art;,° order, writ, injunction car decree caf axiv t'Q~.art or governmental instrunZentality. Once the Village of North Pairn Beach's Village Council approved the Lease a:~d the 'Mayor a.-td Village Clerk signed the Lease, no order, consent, approv.si, lic;.n~e, authorization or validation of, or ling, recarcling oi° registration with, or exktr:ption i,y, ar7} toti•cmntental cr public body or authority, i.s required to autlYOrize, or i5 regtairell in cannecti~on with, the execution, delivery and performance by thr Lessee of or the legality, validity, binding effect or enfarceabihty of any of` the Lease against the Y,essee. The opinions expressed herein, as of the data hereof, n,ay lae reified upon by ;y~S ar±cl its successors anal its assigns. sincerely, +~l:rist}' L, tiodcieau, Esq. lhF t,.riH• C:~f~i.e ~fG~en ,;,'C'or~+~~1ti xrd As6Ai.~iea, ?.fi. ~?vti:iy~uin: Gc~rparnte C~en~. 7!'i' Nonhpv_n Fackv-'aq•, ~uitc :~04, VVesC palm keaeh, ~lar?da.1:t4~7 ;55,2J 6~fr8~U~~ ~ +,561 i ~~0-6764 ;facsimllc~l ~~ ~~~ ~~- s ~ ~~~. ~~.=Y INSURANCE COVERAGE DISCLOSURE Customer Name: Village of North Palm Beach Corporate Address: 501 US Highway 1 North Palm Beach, FL 33408 Contract #: 729-0051968-001 Equipment Location: 951 US Highway 1 ,North Palm Beach, FL 33408 Equipment Description: GOLF MAINTENANCE EQUIPMENT PER THE ATTACHED LIST Please complete the following: ~~ j.-~ (" ~YZ k v, t ~yi ~ . Carrier: )-- t C~ r~ a C~ ~~ C...E~`CrGitit_'..~ '~~ ~ ~ i ~-~ -~ ~ 1 ~i~~l~,L.~ sr=~ ~ f~ A enc Name: ~ ~ I C, ~~,-}' r---~ t' ~ ~<: -,, _ ~' ~=' , f?]c:)~ 9 Y ~ `~.- a ., ~, r c~-3,,:~, G~.~ Address: ~,~, ~ r,"~ ~~ C'ci C;>~ t~-~C~-tr}i ~'';w~^~--- r/ t- {c; r >c~C Telephone No.: ~'>~c' { ~ ~`~'; t; j `J ~ ~ ~r ` ' ~ ~ Fax No.: %~C ,E_ ~~ Contact Name: ~ a E~" 1"1 C~ C~r~ L ~j r\ C ~~ 1 The insurance agent named above must be instructed to issue: All risks property insurance with respect to the Equipment, evidenced by a certificate of insurance (on form Acord 27), naming Siemens Financial Services, Inc., its successors and assigns as loss payee. The Contract # above must be clearly identified on the certificate. 2. Comprehensive general liability insurance with respect to the Equipment, evidenced by a certificate of insurance (on form Acord 25), naming Siemens Financial Services, Inc., its successors and assigns as additional insured. The Contract # above must be clearly identified on the certificate. Siemens Financial Services, Inc. requires the following insurance coverage, which must be noted on the certificate(s) of insurance provided by the insurance agent: Property Insurance: $343,484.00 Liability Insurance: Minimum Amount of: $1,000,000 Customer: Please forward this completed form to Patricia Erikson as well as a copy to your Insurance Carrier and have them include your contract number(s) on the Evidence of Insurance Certificate (on forms Acord 25 and 27). Carrier: Please fax evidence of insurance (on forms Acord 25 and 27) to: Siemens Financial Services, Inc. 170 Wood Avenue South Iselin, NJ 08830 Fax PJo.: (732) 476-341 1 Attention: Patricia Erikson C1SiemenslDoc remplatesVnsuranceDisclos 02-04.tloc ~ # d ~ Y.: CUSTOMER BILLING INFORMATION This is to instruct Siemens Financial Services, Inc., in the mailing address for invoices regarding contract # 729-0051968-001 Invoices should be addressed as follows: ~- _--- r To the Attention of: _~~~,~;~ ~t~. ,,~ ~n r, ~,~~~~;°~,~~ ~ i~> r. ,~1 Forward copies of leasing correspondence to the person above? YES ^ NO ^ Individual's Title: ~ "~~~;~~ ,_.~ ,,~TJ„-~ ~ xT-~ Corporate Name: ,~~ ~ f~~ ~ ~ ~;:'° ,~ ~~; ~- ~ ~ ~j ~~ ~ ~-v,,~ Rifling Address: 1~ jr ,~ ~_~~_~-__ ,! City, State, Zip Code: ~~~<• ff,._ /` ~: j`~~ ,~~~`~:i ~ ~ t`- ~,~ %'!i :~. ,f State of Incorporation: ~~~~ o w• ~~ ~~~-~. Corporate ID #: ^,- /,~ Federal ID #: gg-ggg Invoice resolution contact: ~ ,.~ _`~, ~% ~t ~; r~; t1 Telephone Number: ! ~~~ ~~ °;f£;~ :~w:p Fax Number: '`~Cv/,~ 4~~~`~~ -` ~ , E-Mail Address: CUSTOMER PURCHASE ORDER #: Siemens Financial Services, Inc. DELIVERY AND ACCEPTANCE CERTIFICATE Siemens Financial Services, Inc. (the "Lessor") 170 Wood Avenue South Iselin, NJ 08830 Equipment Lease Agreement # Equipment Description: 729-0051968-001 (the "Lease") See equipment list attached hereto and made a part hereof The undersigned hereby certifies that all of the above described (or as described on the attached Schedule A) items of equipment (collectively "Equipment"), to be leased to the undersigned pursuant to the above identified Lease between Lessor and the undersigned, have been delivered, that installation has been fully completed as required, and that the Equipment is unconditionally accepted by us as satisfactory in all respects. In view of the above, the undersigned hereby irrevocably authorizes Lessor to pay for the Equipment in accordance with the terms of any applicable purchase order(s) for the same. Customer Name: Village of North Palm Beach Authorized Signature: Printed or Typed Name: Title: Date of Equipment Acceptance: G' I ~'~~ ;.~ , ,,~ %~~ k , ATTENTION: Pl®ase do not sign and return Delivery and Acceptance until equipment has been Installed. Please fax a copy to 732-476~4i 1 or 732476.3408 prior to mailing original.