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309603 03/27/17 `�'`• CITY OF CARMEL, INDIANA VENDOR: 361198 CHECK AMOUNT: s ...4,109.66' NIKE USA INC CHECK NUMBER: 309603 ONE CIVIC SQUARE PD BOX 847648 ?a; CARMEL, INDIANA 46032 DALLAS TX 75284-7648 CHECK DATE: 03127117 DESCRIPTION DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOU 46NT 55 GOLF SOFTGOODS 1207 4356006 9900517622 533.53 GOLF SOFTGOODS 1207 4356006 9900517623 640.00-- GOLF SOFTGOODS 1207 4356006 99005476247818 1,266.161 GOLF SOFTGOODS 1207 4356006 990054 163.24 oe GOLF SOFTGOODS 1207 4356006 9900547819 723.68.,' GOLF SOFTGOODS 1207 4356006 9900633023 118 24 GOLF SOFTGOODS 1207 4356006 9900771353 78 GOLF SOFTGOODS 9901042578 53.70/ GOLF SOFTGOODS 1207 4356006 1207 4356006 53.9901054404 74.78,.- GOLF SOFTGOODS 1207 4356006 9901182871 -o z < < o 0 0 o a ao� � z mo a o C D C/) xc 2 a n 00 D m .A X o w o co 0 0 o m pp OC -4 C;) n Z a o 0 0 0 0 0 < O Z 00 � 0 0) Am O d to W co W N) W N ik c W .A (D D co 00 'U co o 'p Tt D ~' � c O > o 0 0 0 0 0 0 0 0 0 o a n 0 3 v 0) 0) a) 0) a) 0) CL N � -I o Z Z o D TI O (�D 44A IV ppp� CA A o O Ci W W O W Z CD S c OD A 0) 0 W c� S aT D CD c <' ? m m cd �. d m vi Q m c fD w T O R CD x a `p a v+ a y' (OD 3 z• m m -- Q N y a ? 0) O (OD N N CD N CD n OD S 7 07 CD a < N O N 0 o' a v a O E � N CD 3 o CD C S N N N j N r N O C y Q O N O 0 O p O NO NO D o (', C` J J v v v J v J v J v m a 9 CLvCY 3 f _D Z 0 S o o o 0 0 v 0 �' 0 0 0 0 CD to 0 o C GO ig ID v 0 0 S - D7 L" Uf r Uf Uf r U1 Z opf myN w p o NN 0 $o - - m y (D C N OD N ` 0 CDm m (^) Z W po , N (D '< 3. _ N f.N m cn c p 3a 3 -� N ?5` �_ y O D cn 2. o- o -n `° f D 00 fu o � a n 0 0 o M o D oro 0 0 0 0 0 Cl) K m o �. < n d K o _ r O CD m ;? v z m 3 =r ^C/� C c N L J N Q fD fD o T C� fD _ 0 7 c'6 0 11 a n m O N o � g CX. 70 � yy o 411 z O 7 D _ a En En 60 to 699 0 A S N W A � c C W W Q1 W O Z ff/n) Oho A � W O (�J1 '"'{ N 1 KE G O LF Customer Number: 272920 Invoice Number: 9900547818 Nike Order Number: 732384860 Invoice Date: 02/20/2017 INVOICE Nike Delivery Number: 396208668 Terms: Net 60 N Customer PO No: COLLECTION Terms begin as of: 02/20/2017 Zc;o 00 Ordered by: Due Date: 04/21/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 725520-010 NIKE VICTORY MINI STRIPE M EA 1 1 30.00 30.00 30.00 L EA 1 1 30.00 30.00 30.00 XL EA 1 1 30.00 30.00 30.00 2XL EA 1 1 30.00 30.00 30.00 "Subtotals 4 4 120.00 120.00 120.00 725520-412 NIKE VICTORY MINI STRIPE L EA 2 2 30.00 30.00 60.00 XL EA 2 2 30.00 30.00 60.00 '"Subtotals 4 4 120.00 120.00 120.00 725520-616 NIKE VICTORY MINI STRIPE M EA 1 1 30.00 30.00 30.00 L EA 1 1 30.00 30.00 30.00 XL EA 1 1 30.00 30.00 30.00 2XL EA 1 1 30.00 30.00 30.00 "Subtotals 4 4 120.00 120.00 120.00 725520-657 NIKE VICTORY MINI STRIPE L EA 2 2 30.00 30.00 60.00 XL EA 2 2 30.00 30.00 60.00 "Subtotals 4 4 120.00 120.00 120.00 725520-765 NIKE VICTORY MINI STRIPE M EA 1 1 30.00 30.00 30.00 L EA 1 1 30.00 30.00 30.00 XL EA 1 1 30.00 30.00 30.00 2XL EA 1 1 30.00 30.00 30.00 "'Subtotals 4 4 120.00 120.00 120.00 833071-010 NIKE ICON ELITE POLO L EA 2 2 32.50 32.50 65.00 XL EA 2 2 32.50 32.50 65.00 "Subtotals 4 4 130.00 130.00 130.00 833071-100 NIKE ICON ELITE POLO M EA 1 1 32.50 32.50 32.50 L EA 1 1 32.50 32.50 32.50 XL EA 1 1 32.50 32.50 32.50 2XL EA 1 1 32.50 32.50 32.50 "Subtotals 4 4 130.00 130.00 130.00 833071-406 NIKE ICON ELITE POLO M EA 1 1 32.50 32.50 32.50 L EA 1 1 32.50 32.50 32.50 XL EA 1 1 32.50 32.50 32.50 2XL EA 1 1 32.50 32.50 32.50 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 ''/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 ~000027292001040Uallas TX 75284-7648 US Page 1 of 4 N 1 KE G O LF i6/ Customer Number: 272920 Invoice Number: 9900547818 a °' Nike Order Number: 732384860 Invoice Date: 02/20/2017 " INVOICE Nike Delivery Number: 396208668 Terms: Net 60 6 00 Customer PO No: COLLECTION Terms begin as of: 02/20/2017 co N Ordered by: Due Date: 04/21/2017 DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price **Subtotals 4 4 130.00 130.00 130.00 833071-410 NIKE ICON ELITE POLO L EA 2 2 32.50 32.50 65.00 XL EA 2 2 32.50 32.50 65.00 **Subtotals 4 4 130.00 130.00 130.00 833071-512 NIKE ICON ELITE POLO M EA 1 1 32.50 32.50 32.50 L EA 1 1 32.50 32.50 32.50 XL EA 1 1 32.50 32.50 32.50 2XL EA 1 1 32.50 32.50 32.50 **Subtotals 4 4 130.00 130.00 130.00 Shipped From: Nike Golf:Memphis Date Shipped: 02/20/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 25.290; Bill of Lading Number: Pro number: Tracking Number: 21 75082741 761 96; Packing list Number: 19112918 Number of Cartons: 1 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 1,250.00 1,250.00 16.16 1,266.16 0000272920020400 Page 4 of 4 . . N 1 KE G O LF Customer Number: 272920 Invoice Number: 9900547819 Nike Order Number: 732313035 Invoice Date: 02/20/2017 0 INVOICE Nike Delivery Number: 396579612 Terms: Net 60 Customer PO No: WIND Terms begin as of-. 02/20/2017 Ordered by: Due Date: 04/21/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL Im BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price ' 726401-512 NIKE GOLF FULL-ZIP SHIELD L EA 2 2 45.00 38.25 76.50 XL EA 2 2 45.00 38.25 76.50 "'Subtotals 4 4 180.00 153.00 153.00 Shipped From: Nike Golf:Memphis Date Shipped: 02/20/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 3.920; Bill of Lading Number: Pro number: Tracking Number: 217508274140548; Packing list Number: 19104169 Number of Cartons: 1 Special Label Instructions: Store ID :272920 Wholesale Amount Sales Net of Discount Freight Total 180.00 153.00 10.24 163.24 All Nike USA,Inc.products are sold FCA'(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 ''/2% er month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 Dallas TX 75284-7648 US —000027292001030 Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the Ci preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, 00 or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return favor. 9,TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the to NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes 00 that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage o them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of( NIKE logos and other trademarks,and(ii)product and athlete images and other copynghted materials. mit Upon request by NIKE,Customer will subto NIKE,?for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing'within five business days,the materials shall be deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE"trademarks in combination with other trademarks.Customer will notify NIKE in writingg of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DpAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTIONINDIRECT(( OTHER THAN FO FOR TO PAY FOR GOODS DELIVERED)EXEMPLARY OR PUNITIVE DAMAGESRED MUSOT BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DA'Z'E OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. 11, Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE pr NIKE Products.Customer will nci answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for suchh publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that righton any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed b the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for purposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate slates that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 N 1 KE G O LF Customer Number: 272920 Invoice Number: 9900517622 Nike Order Number: 732384864 Invoice Date: 02/19/2017 INVOICE Nike Delivery Number: 391431386 Terms: Net 60 0 Customer PO No: CAPS Terms begin as of: 02/19/2017 co Ordered by: Due Date: 04/20/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 727042-010 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 727042-021 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 727042-100 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 727042-235 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 727042-410 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 727042-657 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 **Subtotals 3 3 30.00 30.00 30.00 856831-010 NIKE LEGACY91 PERF CAP MISC EA 3 3 14.00 14.00 42.00 **Subtotals 3 3 42.00 42.00 42.00 856831-012 NIKE LEGACY91 PERF CAP MISC EA 3 3 14.00 14.00 42.00 **Subtotals 3 3 42.00 42.00 42.00 856831-100 NIKE LEGACY91 PERF CAP MISC EA 3 3 14.00 14.00 42.00 **Subtotals 3 3 42.00 42.00 42.00 868378-010 NIKE GOLF CLASSIC99 SWOOS M/L EA 3 3 12.00 12.00 36.00 UXL EA 3 3 12.00 12.00 36.00 **Subtotals 6 6 72.00 72.00 72.00 868378-021 NIKE GOLF CLASSIC99 SWOOS M/L EA 3 3 12.00 12.00 36.00 **Subtotals 3 3 36.00 36.00 36.00 868378-100 NIKE GOLF CLASSIC99 SWOOS M/L EA 3 3 12.00 12.00 36.00 **Subtotals 3 3 36.00 36.00 36.00 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 '/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 -000027292001040�allas TX 75284-7648 US Page 1 of 4 N 1 KE G O LF Customer Number: 272920 Invoice Number: 9900517622 Ci Nike Order Number: 732384864 Invoice Date: 02/19/2017 INVOICE Nike Delivery Number: 391431386 Terms: Net 60 co C) Customer PO No: CAPS Terms begin as of: 02/19/2017 co N Ordered by: Due Date: 04/20/2017 DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: Shipped From: Nike Golf:Memphis Date Shipped: 02/19/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 10.010; Bill of Lading Number: Pro number: Tracking Number: 217508274174871; Packing list Number: 19080606 Number of Cartons: 1 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 450.00 450.00 11.55 461.55 0000272920020400 Page 4 of 4 NIKE GOLF &i' Customer Number: 272920 Invoice Number: 9900517623 Nike Order Number: 732313035 Invoice Date: 02/19/2017 N INVOICE Nike Delivery Number: 395380251 Terms: Net 60 19 Customer PO No: WIND Terms begin as of: 02/19/2017 c Ordered by: Due Date: 04/20/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 686085-010 THERMA-FIT COVER-UP M EA 1 1 35.00 29.75 29.75 L EA 1 1 35.00 29.75 29.75 XL EA 1 1 35.00 29.75 29.75 2XL EA 1 1 35.00 29.75 29.75 **Subtotals 4 4 140.00 119.00 119.00 686085-406 THERMA-FIT COVER-UP M EA 1 1 35.00 29.75 29.75 L EA 1 1 35.00 29.75 29.75 XL EA 1 1 35.00 29.75 29.75 2XL EA 1 1 35.00 29.75 29.75 **Subtotals 4 4 140.00 119.00 119.00 686085-657 THERMA-FIT COVER-UP L EA 2 2 35.00 29.75 59.50 XL EA 2 2 35.00 29.75 59.50 **Subtotals 4 4 140.00 119.00 119.00 726401-010 NIKE GOLF FULL-ZIP SHIELD M EA 1 1 45.00 38.25 38.25 L EA 1 1 45.00 38.25 38.25 XL EA 1 1 45.00 38.25 38.25 2XL EA 1 1 45.00 38.25 38.25 **Subtotals 4 4 180.00 153.00 153.00 Shipped From: Nike Golf:Memphis Date Shipped: 02/19/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 19.910;3.770; Bill of Lading Number: Pro number: Tracking Number: 217508274172419;217508274172037; Packing list Number: 19087938 Number of Cartons: 2 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 600.00 510.00 23.53 533.53 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment teens are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 'h% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 -000027292001030uallas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the M preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return 00 favor. cQ rn 9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes 0 00 that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage o them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials. Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Pduc rot images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing'within five business days,the materials shall be deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell anyy damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b))refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, includin blogging Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes ansmg out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assiggn any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for ppurpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 . . N 1 KE G O LF V Customer Number: 272920 Invoice Number: 9900517624 Nike Order Number: 732313035 Invoice Date: 02/19/2017 INVOICE Nike Delivery Number: 395380251 Terms: Net 60 Customer PO No: WIND Terms begin as of: 02/19/2017 o 00 Ordered by: Due Date: 04/20/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale Net Unit Total Product Codel I Ordered Shipped Unit Price Price 833302-010 NIKE GOLF S/S SHIELD TOP L EA 2 2 40.00 40.00 80.00 XL EA 2 2 40.00 40.00 80.00 **Subtotals 4 4 160.00 160.00 160.00 833302-012 NIKE GOLF S/S SHIELD TOP M EA 1 1 40.00 40.00 40.00 L EA 1 1 40.00 40.00 40.00 XL EA 1 1 40.00 40.00 40.00 2XL EA 1 1 40.00 40.00 40.00 **Subtotals 4 4 160.00 160.00 160.00 833302-100 NIKE GOLF S/S SHIELD TOP L EA 2 2 40.00 40.00 80.00 XL EA 2 2 40.00 40.00 80.00 **Subtotals 4 4 160.00 160.00 160.00 833302-657 NIKE GOLF S/S SHIELD TOP M EA 1 1 40.00 40.00 40.00 L EA 1 1 40.00 40.00 40.00 XL EA 1 1 40.00 40.00 40.00 2XL EA 1 1 40.00 40.00 40.00 **Subtotals 4 4 160.00 160.00 160.00 Shipped From: Nike Golf:Memphis Date Shipped: 02/19/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 19.910;3.770; Bill of Lading Number: Pro number: Tracking Number: 217508274172419;217508274172037; Packing list Number: 19087938 Number of Cartons: 2 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 640.00 640.00 0.00 640.00 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 ''/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 -00002729200103ftllas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not . take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the M preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, 00 or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return o favor. 0 9.TRADEMARKS:Customer acknowledges NIKE'S sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name'Jordan,"the o NIKE Swoosh logo design,the Jordan'Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes C) that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or displayNIKE Trademarks in a manner that would disparage or damage o them,or represent that it has an ownership in,or attempt to license,the NIKE Trademarks.Algoodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials. Upon request by NiKE,Customer will submit to NIKE, or its review,any public statements about NIKE or advertising materials hearing NIKE Trademarks, Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing within five business days,the materials shall be deemed reflected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing o my infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WiLL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time:in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identities the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(u)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed b the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FORTH INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for purpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE'S sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has tie right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 N 1 KE G O LF Ap/ Customer Number: 272920 invoice Number: 9900633023 Nike Order Number: 732313040 Invoice Date: 02/22/2017 N cli INVOICE Nike Delivery Number: 396638243 Terms: Net 120 N Customer PO No: GLOVES Terms begin as of: 02/22/2017 v Ordered by: Due Date: 06/22/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale I Net Unit Total Product Code Ordered Shipped Unit Price IPrice GG0475-101 DURA FEEL VIII REG LH S EA 6 6 6.00 4.80 28.80 M EA 12 12 6.00 4.80 57.60 ML EA 12 12 6.00 4.80 57.60 L EA 18 18 6.00 4.80 86.40 XL EA 12 12 6.00 4.80 57.60 XXL EA 6 6 6.00 4.80 28.80 "Subtotals 66 66 396.00 316.80 316.80 GG0477-101 DURA FEEL VIII REG RH S EA 6 6 6.00 4.80 28.80 M EA 6 6 6.00 4.80 28.80 ML EA 6 6 6.00 4.80 28.80 L EA 6 6 6.00 4.80 28.80 XL EA 6 6 6.00 4.80 28.80 ""Subtotals 30 30 180.00 144.00 144.00 GG0476-101 DURA FEEL VIII CAD LH S EA 6 6 6.00 4.80 28.80 M EA 12 12 6.00 4.80 57.60 ML EA 12 12 6.00 4.80 57.60 L EA 12 12 6.00 4.80 57.60 XL EA 6 6 6.00 4.80 28.80 "Subtotals 48 48 288.00 230.40 230.40 Shipped From: Nike Golf:Memphis Date Shipped: 02/22/2017 Order Type: Futures Order ; Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 14.070;4.340;2.540; Bill of Lading Number: Pro number: Tracking Number: 217508274172297;217508274187772;217508274202284; Packing list Number: 19116077 Number of Cartons: 3 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 864.00 691.20 32.48 723.68 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 ''/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection Fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 -000027292001030�allas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the Ci preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, N or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return N favor. 0) 9.TRADEMARKS:Customer acknowledges NIKE'S sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the 0) NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage o them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials. Upon request by NIKE,Customer will submit to NIKE,�f`or its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.if NIKE does not approve such materials in writing within five business days,the materials shall be deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell anyy damaged or defective NiKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NiKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAiD NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NiKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for suchh publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(n)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERA BILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurredb NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for ppurpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 _0 ° D 0 f 0 § § 2 \ CC) ƒ / 7 ^ 0 ® / / / m § k w 2 2 C § 2 - ? / 2 0 , 2 ƒ \ § % « \ O � / \_ 4 q 69 / > $ { o_ 2 0 / 0 / , G E CL 0 3 % # E k C 2 2 . \ > -n O / $ k q E ) Z | � R / / CD0 \ \ 0. g ƒ o m ° � / ( CD E \ - ; - f f 3 2 2 7 , ( E + - E 7 % ! 3 § & a m A \ / } 2 a IE - co 4 § E / e [ f \ { § C) Z § 0 / o [ ± +CD me - /F § m \ \ § CL ` CD \ D / § k 7 � < j 0 _ }} m � \k 00 (DZ ( % £I ° c £ �< \ 2 \f \ % ƒ ) 7 > )/ & \ m k D \ E q § \ _ - 0 f § R ? / / } 7 / 0 CD k & Q C: + CD CD CD 0 C; ] OL \ M / c q a } § [ ® ƒ / F l \ \ ) 2 D G 2 } LJ § ) ¥ \ N I K E G O L F Customer Number: 272920 Invoice Number: 9901042578 Nike Order Number: 732384860 Invoice Date: 03/04/2017 N INVOICE Nike Delivery Number: 396003782 Terms: Net 60 T Customer PO No: COLLECTION Terms begin as of: 03/04/2017 Cl) 0 Ordered by: Due Date: 05/03/2017 04 DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY _ 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description --7SizeUOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 833071-358 NIKE ICON ELITE POLO XL EA 2 2 32.50 32.50 65.00 "Subtotals 2 2 65.00 65.00 65.00 Shipped From: Nike Golf:Memphis Date Shipped: 03/04/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 2.010; Bill of Lading Number: Pro number: Tracking Number: 217508274300478; Packing list Number: 19151289 Number of Cartons: 1 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 65.00 65.00 9.78 T 74.78 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of I %z°o Per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA, Inc. PO Box 847648 —000027292001030�allas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the polic . In particular,but without limiting the M an preceding sentence,Customer shall not(a)give a cash gift in y amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, 6 or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return rl- favor. ti 9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the o NiKE Swoosh logo design,the Jordan"Junipman"logo,and all other trademarks owned ey NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage N them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NiKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time.as well as any other policies governing the u e of(i)NIKE logos and other trademarks,and(ii) product and athlete images and other coo righted materials. Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising malenals bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.If NiKE does not approve such materials in writing within five business days,tie materials shall be deemed rejected and Customer shall cease an use of the rejected materials.Customer will not use any mark's confusingly similar to the NIKE Trademarks or use the NiKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell anyy damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If anv Product is defective,NIKE's sole and exclusive liabilitv to Customer will be, at NIKE's election,if the defect is material,to eithera)re lace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. IT.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LiABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RiSE TO THE CLAIM,AND FCR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAiM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NiKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NfkE("Confidential information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less tfian reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third part},for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NiKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging.Customer will not hold itself out as a representr.tve of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCI'iON:11'a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for anv reason,that determination will not affect any other provision unless enforcement of the remaining provisions would begrossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.AT'T'ORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to thejurisdiction of the Mate and federal courts located in the state of Ore-on in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that I>arty's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for gpxoses of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under i�he Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NNIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 0 O -0 2 < « S q 0 O / \ ¢ k ? § 22 2 0 © D 2 / # ? 0 ® 2 q {O / 2 kco I k k $ (0 0 % o 0 0 § t 2 = § kq / } -0 � co / 0 o ) Z03 / / G $ E § ? X 3 % * � c 7 ° C ® z z2 / > -n O CD O m \ § 2: o ( ¥ 6 _ J i 3 R # e G E g / ƒ [ 0 { / / vi- a. F � , a o m x § e $ \ M.ƒ \ CD R / 2 ® 2 7 § ( C m ° - E I ! 3 § K / o E R g ƒ - E C? Z E - co a w 2 m \ \ k IQ CL ' / } \ ; ƒ %M / m § = d CL -m \ } / 0) ® m k D \ � g ) - g / m z C) _ _ E 0 E ] . ƒ/ � m ƒ k C \ t < ) / 2 $ / ( lc:, %k k \ b e< 7 # 2 e° o ^ 0 > CDD §\ ) o g « 67 = } q \ / » § 7 { / 2 _E / c } { G Q \ o , i O CD \ E a C C / 7 C » M p d k k 2. 2 \ M \ § / C'. } § k 7 W CL > � / 0 CD \ � k ) ® \ . . NIKEGOLF ik-/ Customer Number: 272920 Invoice Number: 9901054404 Nike Order Number: 732479443 Invoice Date: 03/02/2017 _N INVOICE Nike Delivery Number: 396668891 Terms: Net 120 Customer PO No: FT WEAR Terms begin as of: 03/02/2017 0 M Ordered by: Due Date: 06/30/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO — CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY I= 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer I Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code IOrdered Shipped Unit Price Price 849957-100 NIKE EXPLORER 2 9 PR 1 1 45.75 43.46 43.46 '"Subtotals 1 1 45.75 43.46 43.46 Shipped From: Nike Golf:Memphis Date Shipped: 03/02/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 3.530; Bill of Lading Number: Pro number: Tracking Number: 217508274281258; Packing list Number: 19155925 Number of Cartons: 1 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 45.75 43.46 10.24 53.70 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 /21% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page I. Please remit to: NIKE USA,Inc. PO Box 847648 ~000027292001030uallas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policyy. In particular,but without limiting the �*� preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return ao favor. o> 9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the a NIKE Swoosh logo design,the Jordan"Junnpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes to that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or chspla NIKE Trademarks in a manner that would disparage or damage co them,or represent that it has an ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NiKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrigkited materials. Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.If NIKE does not appr ' ove such materials in writing within five business days,the materials shall be deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing ot any infringement or unproper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and(lie-NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be.at NiKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LiABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAiM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print ar online media, including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for suchh publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials.Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(u)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney tees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any otherjurisdiction.NIKE may bring an action to any forum. 16.FORCE MA.iEURE:If it becomes impossible for either Customer or NiKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NiKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will he deemed an assignment for ppurrpposes of this Section.Any attennpted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent io assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's nghis against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 n O -p z < « } 0 z \ A k ? 2 \ O cR n ° n00 %® ƒ :3 ? § k o Z 00k 0 _ ) k / / > $ $ / 0 00 t - > \ § 2 0 k io C 2 2 � w 2 \ > -n O / \ q \ . ) | $ & - 2 > FL a / k \ } g ƒ o m CD 2 j 2 @ \ o / k 2 $ t< 2 E 7 2 . E - % % ( P. § \ 0CD n o A ƒ\ \ 7 w m§ ( a E CL ( ƒ R » 0 \ � r_ - , w o - * + a_ m - ! �� -4 -4 j m \ \ / ; \$ � r \ _ o & f _ § c < 0 �} k * m ƒ \ � \ C } � D ( \ %/ ° \ \ \ | F5 \ # 2 \f \ / f_ ( ) 9 > )/ & imE \ \ m D ° CD OL X \ \ K M n \ j E / 0 k / z / § / \ ƒ C: » 2CD / ® CD � ° 0 / § m f \ ] § k 7 § ( CL \ CD $ ) � ;b _ CD 2 / § � ® \ . . N 1 KE G O LF L/ Customer Number: 272920 Invoice Number: 9901182871 Nike Order Number: 732384860 Invoice Date: 03/06/2017 N INVOICE Nike Delivery Number: 395361166 Terms: Net 60 M Customer PO No: COLLECTION Terms begin as of: 03/06/2017 N Ordered by: Due Date: 05/05/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM I Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 833071-358 NIKE ICON ELITE POLO L EA 2 2 32.50 32.50 65.00 `"Subtotals 2 2 65.00 65.00 65.00 Shipped From: Nike Golf:Memphis Date Shipped: 03/06/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 2.010; Bill of Lading Number: Pro number: Tracking Number: 217508274306463; Packing list Number: 19164595 Number of Cartons: 1 Special Label Instructions: Store ID :272920 Wholesale Amount Sales Net of Discount Freight Total 65.00 65.00 9.78 74.78 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 /z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection Dees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 -0000272920010301allas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy,or induce a Nike employee to violate the poli In particular,but without limiting the M preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give anon-cash gift worth more than$200 to a Nike employee, or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return 1- favor. rn M 9.TRADEMARKS:Customer acknowledges NiKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the M NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes � that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NiKE Trademarks in a manner that would disparage or damage Co them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NiKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials. Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.U NIKE does not approve such materials in writing,within five business days,the materials shall be deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE"trademarks in combination with other trademarks.Customer will notify,NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NiKE Trademarks and the NIKE reputation for uality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sA any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is detective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANi'LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQUENTIAL.INCIDENTAL,INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLiTY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)betore placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information reggarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NiKE an irrevocable license to use such materials,without compensation to Customer;acid(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would begrossly inequitable under the circumstances or would frustrate the primary purpose of the.Agreement.A party's deliy(or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify tile m e Agreeent,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAN1'\FORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of the state and federal courts located in the stale of Oregon in connection with any action arising out of or in connection with the Agreement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assiggn any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift.merger,operation of law,by contract,or otherwise,will be deemed an assignment for purpposes of this Section.Any tttempfed assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NIKE's sole discretion.If NIKE authorizes an assignment or delegation.that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NiKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership.joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3 n O T 2 < « 4 § / / / 0 CD7 \ ^ > 7* « # M _ > m co / k \ Z E 2 C ® f / \ § % 00 % 9 4 \ k k q 4.9 / > - 00\ O TQ � m # e -n > � T. 6 m k §CD q X k ° ^ > 2 3 0 ¥ ° 2 \ _ > -n O $ O z ( # a & / a i — z / ® k g( / } k \ % k g ƒ o m \ -nj o f i o ƒ / (D ® / 2 2 / § [ I + — E ƒ = 3 } § & a E n EL CD ( [ CL ou 4 k K — \ a) CL f k § § o C m — , y K I G 2 m ] [ s § CD CD R CL cr m k # « \ ( i D / 2 2 cr( < C _ ° 0 k // Z ) ƒ 59 C a 2 / \ © Z > CD \ } I § % ( e\ 7 \ \ \[ , > o � � � D j/ J / E /k \ -. = Eq S. o / } f m < ¥ A \ 2 E ] R z 7 � f C c o ) Q Ch n z + n dCL 2 f n G a ] 2 k \ \ ( , \ k { R } ? ; 00 c . . N i KE G O LF 4/ Customer Number: 272920 Invoice Number: 9900771353 Nike Order Number: 732384864 Invoice Date: 02/24/2017 LO INVOICE Nike Dt#livery Number: 397351222 Terms: Net 60 M N N Customer PO No: CAPS Terms begin as of: 02/24/2017 rn Ordered by: Due Date: 04/25/2017 N DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD FEDERAL TAX ID#:93-124-3023 Original Invoice Number: MAIL TO DELIVER GOODS TO CITY OF CARMEL CITY OF CARMEL BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY 12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB CARMEL IN 46033-3314 CARMEL IN 46033-3314 Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total Product Code Ordered Shipped Unit Price Price 727042-358 NIKE LEGACY91 TECH CAP MISC EA 3 3 10.00 10.00 30.00 "Subtotals 3 3 30.00 30.00 30.00 856831-452 NIKE LEGACY91 PERF CAP MISC EA 3 3 14.00 14.00 42.00 "Subtotals 3 3 42.00 42.00 42.00 868378-452 NIKE GOLF CLASSIC99 SWOOS M/L EA 3 3 12.00 12.00 36.00 "Subtotals 3 3 36.00 36.00 36.00 Shipped From: Nike Golf:Memphis Date Shipped: 02/24/2017 Order Type: Futures Order Direct Ship Factory PO#: Carrier: Federal Express Mode of Transport: Standard Incoterms: Free carrier Weight: 3.110; Bill of Lading Number: Pro number: Tracking Number: 217508274233905; Packing list Number: 19133516 Number of Cartons: 1 Special Label Instructions: Store ID:272920 Wholesale Amount Sales Net of Discount Freight Total 108.00 108.00 10.24 118.24 All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by Nike. A service charge of 1 1/2%ger month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and conditions on reverse side of page 1. Please remit to: NIKE USA,Inc. PO Box 847648 -000027292001030uallas TX 75284-7648 US Page 1 of 3 (c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the Cl? preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, � or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return 00 M favor. N 9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the 1- NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks N will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials. Upon request by NIKE,Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks, Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing, within five business days,the materials shall be deemed re jected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing o any infringement or improper use of the NIKE Trademarks that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE, and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its agents shall have the right to witness such destruction. 10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be, at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT. 11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR ANY SPECIAL,CONSEQpUENTIAL,INCIDENTAL,INDIRECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON.ANY ACTIONOTHER THEN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF TI4E ORDER GIVING RISE TO THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for damages arises under contract,tort(including negligence and strict liability),or any other theory. 12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE. 13.CONFIDENTIALITY. A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKE's Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media, including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it is intended for suchh publication. C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory. 14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation. 15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees (whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising out of the Agreement or out of the relationship between NIKE and Customer,will be governed b the laws of the state of Oregon. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to thejurisdiction of the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the�^,greement and waives any objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any forum. 16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood, earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will excuse Customer from its payment obligations. 17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will he deemed an assignment for ppurposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in NI E's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate. 18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit. 19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership,joint venture or any other relationship. 20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter. 0000272920020300 Page 3 of 3