186678 06/21/2010 CITY OF CARMEL, INDIANA VENDOR: 364250 Page 1 of 1
ONE CIVIC SQUARE JTECH COMMUNICATIONS CHECK AMOUNT: $3,311.00
4r' CARMEL, INDIANA 46032 P.O. BOX 405722
ATLANTA GA 30384 CHECK NUMBER: 186678
CHECK DATE: 6!2112010
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
902 4460841 126311 669.00 RESTAURANT PAGERS
902 4460841 126378 2,642.00 RESTAURANT PAGERS
INVOICE INV126378
COMMUNICATIONS, I N C. DATE 5/20/2010
a subsidiary or MICROS Systems, Inc. PAGE 1
Remit To: P.O. Box 405722
Atlanta, GA 30384 -5722 ORIGINAL ORDER ORD000120681
RMA
Bill To: Ship To:
CARMEL REDEVELOPMENT COMMISSION CARMEL REDEVELOPMENT COMMISSION
30 WEST MAIN, SUITE 220 30 WEST MAIN, SUITE 220
CARMEL IN 46032 CARMEL IN 46032
Attn
Attn: Accounts Payable
Purchase Order No., Customer Safes" erson,ID,' `Shi in :Method. Pa merit Te`rins X:;Due.Date Master. °No'
917728 BHEIM UPS GROUNDCOMML net 30 6/19/2010 646,482
Quantity m.
IfeNumber s '.t. �Descr� "tion a -.Ekil? e;
3.00 TRA- UHF -GUEST GUESTALERT TRANSMITTER UHF DESKTOP $597.00
same frequency 467.775ccO37
4.00 CHA -GA- SINGLE CHARGING UNIT FOR GLOWSTER PLUS SINGLE STACK GUES $140.00
15.00 PAG GLC MERVGA GLOWSTER PLUS UHF -C MERLOT VOICE GUESTALERT $450.00
#201 -215 467.775ccO37
15.00 PAG- GLC MERVGA GLOWSTER PLUS UHF -C MERLOT VOICE GUESTALERT $450.00
#301 -315 467.775cc037
20.00 PAG -GLC- MERVGA GLOWSTER PLUS UHF -C MERLOT VOICE GUESTALERT $600.00
#401 -420 467.775ccO37
1.00 WAR- SYS -24MOS WARRANTY -24 MONTHS $285.00
`Subtotal $2522.00
same frequency 467.775cc037 for all systems Deposit $0.00
[Terms: TERMS REQUESTED] Tax, i $0,00
Erei ht $120.00
flis66wit $0.00
Totah_ $2,642.00
6413 Congress Avenue, Suite 150 Boca Raton, Florida 33487 Phone: 800.321.6221 Fax: 561.997.0773
JTECH COMMUNICATIONS Inc.'s General Terms and Conditions of Sale
This offer is subject to the terms and conditions listed below which are binding upon the seller and the buyer under this otter and are hereby incorporated by reference in any subsequent agreement for purchase
duly executed between JTECH, COMMUNICATIONS Inc. (JTECH) (Seller) and its buyer of goods proposed for sale herein,
1. Price. All prices are F.O.B. point of origin, unless otherwise agreed to in writing by the buyer and seller. Prices quoted are those in effect at the time of quotation and are valid for 30 days from the date of quotation
regardless of existence of any written confirmation. Until the proposal price and subsequent purchase price are paid in full, the buyer grants seller a security interest in all of the goods described in this proposal
all of the goods described in any resulting contract and buyer agrees to sign on seller request any required documentation to complete seller's said security interest.
2. Payment Terms. Normal payment teens are C.0.0, unless otherwise set forth in this proposal. Any outstanding balances not paid by the date on which they are due to JTECH Inc. shall be subject to interest
of 1 112% per month on the unpaid balance (or the maximum allowable by law whichever is the lesser) as well as rebilling charges together with reasonable attorney's fees and paralegal fees including all such
fees in any appeal together with all costs associated with efforts by JTECH to enforce the terms of this proposal as well as all agreements between the parties. Any discounts offered will be calculated from the date
of invoice to the date that payment is received by JTECH or JTECH's agents. Any discount Is void if not taken at time of payment of the invoice containing said discount within thirty (30) days of the date on which
the goods for which the discount is allowed, have been received by Buyer, its agents or employees.
3. Products. Products are defined as those items listed on this proposal and a subsequent resultant purchase order to JTECH containing items listed on this proposal.
4. Acceptance. Upon receipt the buyer shall immediately inspect and/or test the products. Unless stated otherwise in writing on the final agreement between the parties, products shall be deemed accepted unless
the buyer notifies JTECH within 5 working days after receipt of shipment of any detect or discrepancy.
5. Transportation. Unless the buyer specifies the method of transportation. JTECH will use its best judgment in determining the method of transportation. All costs of standard transportation, premium transportation
it required through no fault of JTECH, and other costs such as excise taxes, duty, freight forwarding or the like shall be billed to the buyer.
6. Title and Risk of Loss. Title of goods sold, shall pass to buyer at the F9.13. point.
7. Limited Warranty for material and workmanship. JTECH (Seller) warrants to the buyer that products purchased from JTECH shalt be tree from defects in material and workmanship under normal use and
service. JTECH's ohligation under this warranty shall be limited to the repair or exchange of any part or parts which may thus prove defective under normal use and service within one (1) year from date of purchase
by the original purchaser, and which our examination shall disclose to our satisfaction to be thus defective. THIS PROPOSAL AND SUBSEQUENT SALE ARE MADE ON THE EXPRESS UNDERSTANDING THATTHERE
IS NO IMPLIED WARRANTY THAT THE GOODS SHALL BE MERCHANTABLE NOR AN IMPLIED WARRANTY THAT THE GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE. THE BUYER ACKNOWLEDGES
THAT BUYER IS NOT RELYING ON THE SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
BEYOND THOSE PREVIOUSLY SET FORTH HEREIN. PURCHASER IS DIRECTED NOT TO RELY ON JTECH'S PRODUCTS TO FUNCTION AS AN INTEGRAL PART OF ITS LIFE CAREJLIFE SUPPORT PROCEDURES
OR SYSTEMS. JTECH'S PRODUCTS ARE NOT DESIGNED FOR SUCH USE; PARTICULARLY WHEN AN ALLEGATION MAY BE MADE THAT PRODUCT MALFUNCTION CONTRIBUTED TO THE FAILURE TO
ADMINISTER A PROPER TREATMENT, PROCEDURE, ACTION OR MEDICATION. BUYER AGREES TO FULLY PROTECT, DEFEND AND HOLD SELLER HARMLESS FROM CLAIMS OR DAMAGES RESULTING FROM
THEUSEOFJTECH'S PRODUCTS LIFE CAREMIFE SUPPORT PROCEDURES. Any claim the buyer for ttre'repair or exchange of goods proposed and olf goods actually sold to buyer shall be deemed waived
by the buyer unless submitted In writing to JTECH within the earlier of (a) 30 (thirty) days from the date the buyer discovered or (b) by reasonable inspection should have discovered any claimed breach of the
foregoing warranty.
8. Damages Based Upon Negligence or Strict Liability. JTECH's obligation based upon any claim of negligence or of strict liability as a result of its delivery of products ordered by Buyer, shall be limited to, at
JTECH's option, repairing or replacing the products that are fount) by JTECH to be defective. or refunding the purchase price of -such products. In no event shall JTECH's liability exceed the purchase price of the
products which are subject matter of any such claim. JTECH shall not be obligated to make any such refund or replacement until at least thirty (30) days after JTECH has received from Buyer the subject alleged
detective product, which will be shipped to JTECH at the buyer's expense.
9. Disclaimer of Consequential Damages. In no event shall JTECH be liable for incidental or consequential damages arising out of or in connection with the purchase by Buyer of goods from JTECH including,
without limitation, such damages which may be caused by a breach of any obligation or warranty imposed on JTECH under such purchase. Consequential damages shall include without limitation, loss of use,
income or profit, or loss sustained as the result of injury to any person, or loss or damage to any property, or loss or damages sustained as the result of work stoppage. Buyer shall indemnify JTECH against all
liability, cost or expense which may he sustained by JTECH due to loss, damage or injury. IN NO EVENT, SHALL JTECH'S LIABILITY EXCEED THE PURCHASE PRICE OF GOODS,
10. Taxes. Unless specifically provided herein, the price for goods purchased as a result of this proposal does not include sales, use, excise or similar taxes, whether Federal, State or local. Buyer is responsible
for all applicable taxes for any goads after title passes to the Buyer at the F.O.B. point. If Buyer is exempt tram paying sales taxes. a certificate evidencing such shalt be provided to JTECH upon request.
11. Export. Buyer agrees not to directly or indirectly export any Goods purchased from JTECH (whether or not modified by subsequent services) including, but not limited to parts, equipment, software or technical
datwdocumentation without first obtaining the required U.S. Government export license(s). If Buyer intends to export Goods outside the U.S Buyer shall determine whether an export license is required; and, if
so, obtain that license from the U.S. Government. Buyer shall protect, defend and indemnity JTECH from any loss or liability due to Buyer's failure to comply with export regulations. Buyer further warrants that
the Goads sold to Buyer from JTECH will not be resold, transferred, exported or reused in any way by Buyer in violation of any laws. regulations or export control imposed by the U. S. Government.
12. Delays. Unless specified in writing by JTECH to the contrary, goods In stock shall he shipped immediately upon the signing of a binding purchase agreement. Goods not In stock will be shipped as soon as
possible. 1 JTECH will not be liable for any nonperformance of the Agreement resulting from this proposal caused by strikes, fires, disasters. riots, acts of God or other causes or conditions beyond JTECH's reasonable
control. In the event of such delay or nonperformance, JTECH may, at its sole option, and without liability, cancel any portion of the Agreement resulting from this proposal and/or extend any date upon which any
performance is due.
13. Termination. If Buyer (a) fails to pay any amount owed when due, or (b) assigns or transfers the Agreement subsequently resulting from this proposal without JTECH's prior written consent, or (c) makes an
assignment for benefit of creditors, or (d) files or has filed against it, petition for relief under federal or state bankruptcy laws, or (e) breaches any other term or Condition of this proposal or resultant contract.
JTECH may terminate any portion of the agreement resulting from this proposal in addition to JTECH's other available remedies. If JTECH fails to perform any obligation when due, and if such failure is not remedied
Within thirty (30) days after receipt of written notice from Buyer, Buyer may terminate any portion of such Agreement. In all other cases. the Agreement resulting from this proposal may be terminated by either
party by giving sixty (60) days written notice. Termination of the Agreement, for any reason, shall in no way interfere with the obligation of Buyer to pay all monies payable as of the effective date of termination or
which become payable for Goods ordered and delivered after such termination. If such Agreement is terminated by Buyer for any reason other than default by JTECH, Buyer shall be liable immediately thereupon,
to pay to JTECH the full contract price for all goods completed by JTECH pursuant to the Agreement and for all work in process at the time of termination.
14. Returns and Cancellations. Buyer may not cancel any order or return any Goods that have been special or custom ordered, custom manufactured or configured, unless specifically agreed to in writing to
seller in this proposal and in the subsequent agreement. Returns are subject to a restocking fee which will be due to seller when the goods are received by seller.
15. Patents and Copyrights. In no event shall JTECH be liable for damages arising from infringement of patents or copyrights. in the event that Buyer should be enjoined in any such suit alleging infringement of
patents) or copytighns) or proceeding from using any of the Goods purchased pursuant to this proposal and subsequent Agreement, JTECH, at its option, shall either (a) secure termination of the injunction and
procure for Buyer the right to use such goods without obligation or liability or (h) replace or modify said Goods with non infringing materials at JTECH's expense and refund the purchase price of the infringing
goods to Buyer. provided, however, that in no event shall JTECH be liable for or have any obligations under this paragraph it the alleged infringement is by reason of the specifications provided by Buyer to JTECH
under this agreement. The foregoing shall be Buyer's exclusive remedy against JTECH with respect to any alleged patent or Copyright infringement. The sale of goods does not convey any license of copyright
under any proprietary or patent rights of any manufacturer. JTECH shall not have any liability if the alleged infringement is based upon the use or application of the Goods in combination with other Goods and
Buyer shall protect. defend, and indemnify JTECH therefrom. JTECH disclaims all other liability for infringement of intellectual property rights and further disclaims any liability for incidental or consequential
damages arising in connection with such infringement.
16. Manufacturer Liability. In addition to JTECH's limited warranty for materials and workmanship as per section 7 herein, and unless specifically agreed to in writing by the manufacturer, JTECH and Buyer; Buyer
represents to JTECH and the manufacturer that the Goods sold pursuant to this proposal and the subsequent resultant Agreement incorporating such at the terms of this proposal agreed to by JTECH and buyer
do not constitute standard components intended for use by Buyer or JTECH in life support systems, surgical implantation, nuclear facilities, or for any other application in which the failure of the Goods or the
product in which the Goods are to be used could create a situation where personal injury or death may occur.
17. Credit Terms. All orders and shipments shall at all times be subject to the approval of JTFCH's credit department. JTECH reserves the right of declining to make any shipment called for by the contract between
seller and buyer whenever, for any reason, there is doubt in JTECH's sole judgment, as to buyer's willingness or ability to pay for the goods ordered on Buyer's solvency and JTECH shall not, in such event, be
liable for breach or nonperformance of this Agreement in whole or in part.
18. Packaging. Packaging will he standard commercial package and acceptable to commercial carriers. Special customer packaging will he furnished only When specified and so stated herein and the cost thereof
shall have been agreed to by both the Buyer and JTECH in writing,
19. Substituted or Repaired Goads. If substitute additional or repaired goods are purchased by Buyer from JTECH, the terms and conditions of this proposal and resultant Agreement shah be applicable thereto,
the same as if such substituted, additional or repaired Goods had been originally purchased hereunder unless specifically slated to the contrary in this proposal or subsequent resultant Agreement.
20. General Conditions. No agent, salesman or other party is authorized to bind JTECH to any agreement, warranty, statement, promise or understanding not expressed herein. The sale of Goods pursuant to this
proposal and any subsequent resultant Agreement shall be governed by the laws of the State of Florida. Any notice which is required under the terms of a resultant Agreement shall be In writing and delivered to
the address of the party set forth In the Agreement and shall be effective when actually received. The remedies reserved by the parties shall be cumulative and in addition to other remedies provided by law. JTECH
shall not be required to proceed with the performance of any obligation under a resultant Agreement so tang as Buyer is in default or in breach of any of Buyer's obligations or agreements herein. Any clerical errors
are subject to correction. No delay or omission by JTECH in exercising any right or remedy under that agreement shall constitute a waiver of such right or remedy. The waiver, invalidity or unenforceability of any
provision in a resultant Agreement shall not effect the validity of the agreement as a whole or any other provisions herein. An Agreement resulting from this proposal shall be binding upon and shall inure to the
benefit of the successors and assigns of Buyer and JTECH. Buyer may not assign or transfer such Agreement in whole or in part without the prior written consent of JTECH For the purposes of such agreement.
the Buyer and JTECH agree, notwithstanding any of the items sold not constituting "goods' as defined in Article 2 of the Uniform Commercial Code as enacted and amended from time to time in the state of Florida,
forthe purpose of interpreting this proposal or a resultant Agreement all items shall he deemed to be such' goods." Buyeragrees that acceptance of this now proposal and receipt at shipment from JTECH pursuant
to any resultant Agreement shall constitute acceptance in total of the preceding General Terms and Conditions except as otherwise agreed to in writing by the parties thereto.
INVOICE INV126311
COMMUNICATIONS, INC. DATE .511812010
a subsidiary of MICROS Systems, Inc. PAGE 1
Remit To: P.O. Box 405722
Atlanta, GA 30384 -5722 ORIGINAL ORDER
RIVIA
Bill To: Ship To:
CARMEL REDEVELOPMENT COMMISSION CARMEL REDEVELOPMENT COMMISSION
30 WEST MAIN, SUITE 220 30 WEST MAIN, SUITE 220
CARMEL IN 46032 CARMEL IN 46032
Attn'.
Attn: Accounts Payable
Purchase Order No. Custom& ID Sales erson ID' Shi` in Method.- Pa meni Terms Due Date- Master Nv.
26980 917728 BHEIM CONVERSION DUE UPON REC 5/18(2010 646,501
Quariti Item Number Descri twn Ext: "Price.
1.00 TRA -UHF -GUEST GUESTALERT TRANSMITTER UHF DESKTOP $199.00
1.00 CHA -GA- SINGLE CHARGING UNIT FOR GLOWSTER PLUS SINGLE STACK GUES $35.00
10.00 PAG- GLC- MERVGA GLOWSTER PLUS UHF -C MERLOT VOICE.GUESTALERT $300.00
1.00 WAR- SYS -24MOS WARRANTY -24 MONTHS $95.00
Subtotal $629.00
market test conversion $0.00
Taz_ $0.00
Frei'' ht $40.00
D is' count $0.00
Total X669.00
6413 Congress Avenue, Suite 150 Boca Raton, Florida 33487 Phone: 800.321 m6221 Fax: 561.997.0773
JTECH COMMUNICATIONS Int.'s General Terms and Conditions of Sale
This offer is subject to the terms and conditions listed below which are binding upon the seller and the buyer under this offer and are hereby incorporated by reference in any subsequent agreement for purchase
duly executed between JTECH, COMMUNICATIONS Inc- (JTECH) (Seller) and its buyer of goods proposed for sale herein:
1. Price. All prices are EO.B. point of origin, unless otherwise agreed to in writing by the buyer and seller. Prices quoted are those in effect at the time of quotation and are valid for 30 days from the date of quotation
regardless of existence of any written confirmation. Until the proposal price and subsequent purchase price are paid in full, the buyer grants seller a security interest in all of the goods described in this proposal
all of the goods described in any resulting contract and buyer agrees to sign on seller request any required documentation to complete seller's said security interest.
2. Payment Terms. Normal payment terms are C 0.0, unless otherwise set forth in this proposal. Any outstanding balances not paid by the date on which they are due to JTECH Inc. shall be subject to interest
of 1 1/2% per month on the unpaid balance (or the maximum allowable by law whichever is the lesser) as well as rebilting charges together with reasonable attorney's fees and paralegal fees including all such
fees in any appeal together with all casts associated with efforts by JTECH to enforce the terms of this proposal as well as all agreements between the parties. Any discounts offered will be calculated from the date
of invoice to the date that payment is received by JTECH or JTECH's agents. Any discount is void it not taken at time of payment of the invoice containing said discount within thirty (30) days of the date on which
the goods for which the discount is allowed have been received by Buyer, its agents or employees.
3. Products. Products are defined as those items listed on this proposal and a subsequent resultant purchase order to JTECH containing items listed on this proposal.
4. Acceptance. Upon receipt the buyer shall immediately inspect and /or test the products. Unless stated otherwise in writing on the final agreement between the parties, products shall be deemed accepted unless
the buyer notifies JTECH within 5 working days after receipt of shipment of any defect or discrepancy.
5. Transportation. Unless the buyerspecifies the method of transportation, JTECH wilt use its best judgmont in determining the method of transportation. All costs of standard transportation, Premium transportation
if required through no fault of JTECH, and other costs such as excise taxes, duty, freight forwarding or the like shall be billed to the buyer.
6. Title and Risk of Loss. Title of goods sold, shall pass to buyer at the F.O B. point.
7. Limited Warranty for material and workmanship. JTECH (Seller) warrants to the buyer that products purchased from JTECH shall be free from defects in material and workmanship under normal use and
service JTECH's obligation under this warranty shall be limited to the repair or exchange of any part or parts which may thus prove defective under normal use and service within one (1) year from date of purchase
by the original purchaser, and which our examination shall disclose to our satisfaction to be thus defective. THIS PROPOSAL AND SUBSEQUENT SALE ARE MADE ON THE EXPRESS UNDERSTANDING THAT THERE
IS NO IMPLIED WARRANTY THAT THE GOODS SHALL BE MERCHANTABLE NOR AN IMPLIED WARRANTY THAT THE GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE. THE BUYER ACKNOWLEDGES
THAT BUYER IS NOT RELYING ON THE SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
BEYOND THOSE PREVIOUSLY SET FORTH HEREIN. PURCHASER IS DIRECTED NOT TO RELY ON JTECH'S PRODUCTS TO FUNCTION AS AN INTEGRAL PART OF ITS LIFE CARE /LIFE SUPPORT PROCEDURES
OR SYSTEMS. JTECH'S PRODUCTS ARE NOT DESIGNED FOR SUCH USE; PARTICULARLY WHEN AN ALLEGATION MAY BE MADE THAT PRODUCT MALFUNCTION CONTRIBUTED TO THE FAILURE TO
ADMINISTER A PROPER TREATMENT, PROCEDURE, ACTION OR MEDICATION. BUYER AGREES TO FULLY PROTECT, DEFEND AND HOLD SELLER HARMLESS FROM CLAIMS OR DAMAGES RESULTING FROM
THE USE OF JTECH'S PRODUCTS IN LIFE CARE /LIFE SUPPORT PROCEDURES. Any claim by the buyer f o r t he repair or exchange of goods proposed and of goods actually sold to buyer shall be deemed tvaived
by the buyer unless submitted in writing to JTECH within the earlier of (a) 30 (thirty) days from the date the buyer discovered or (b) by reasonable inspection should have discovered any claimed breach of the
foregoing warranty.
8. Damages Based Upon Negligence or Strict Liability. JTECH's obligation based upon any Claim of negligence or of strict liability as a result of its delivery of products ordered by Buyer, shall be limited to, at
JTECH's option. repairing or replacing the products that are found by JTECH to be defective. or refunding the purchase price of -such products. In no event shall JTECH's liability exceed the purchase price of the
products which are subject matter of any such claim. JTECH shall not be obligated to make any such refund or replacement until at least thirty {30) days after JTECH has received from Buyer the subject alleged
defective product, which will be shipped to JTECH at the buyer's expense.
9. Disclaimer of Consequential Damages. In no event shall JTECH be liable for incidental or consequential damages arising out of or in connection with the purchase by Buyer of goods from JTECH including.
without limitation, such damages which may be caused by a breach of any obligation or warranty imposed on JTECH under such purchase. Consequentiat damages shall include without limitation. lass of use.
Income or profit, or loss sustained as the result of injury to any person, or loss or damage to any property, or loss or damages sustained as the result of work stoppage. Buyer shall indemnify JTECH against all
liability, cost or expense which may be sustained by JTECH due to loss, damage or injury. IN NO EVENT, SHALL JTECH'S LIABILITY EXCEED THE PURCHASE PRICE OF GOODS.
10. Taxes. Unless specifically provided herein, the price for goods purchased as a result of this proposal does not include sales, use, excise or similar taxes, whether Federal, State or local. Buyer is responsible
for all applicable taxes for any goods after title passes to the Buyer at the FO.B. point. If Buyer is exempt from paying sales taxes. a certificate evidencing such shall be provided to JTECH upon request.
11. Export. Buyer agrees not to directly or indirectly export any Goods purchased from JTECH (whether or not modified by subsequent services) including, but not limited to parts, equipment, software or technical
data/documentation without first obtaining the required U.S. Government export license(s). If Buyer intends to export Goods outside the U.S Buyer shall determine whether an export license is required; and, if
so, obtain that license from the U S. Government. Buyer shall protect, defend and indemnify JTECH from any less or liability due to Buyer's failure to comply with export regulations. Buyer further warrants that
the Goods sold to Buyer from JTECH will not be resold, transferred. exported or reused in any way by Buyer in violation of any laws, regulations or export control imposed by the U. S. Government.
12. Delays. Unless specified in writing by JTECH to the contrary, goods in stock shall be shipped immediately upon the signing of a binding purchase agreement. Goods not in stock will be shipped as soon as
possible. 1 JTECH will not be liable for any nonperformance of the Agreement resulting from this proposal caused by strikes, fires, disasters, riots, acts of God or other causes or conditions beyond JTECH's reasonable
control. In the event of such delay or nonperformance, JTECH may, at its sole option, and without liability, cancel any portion of the Agreement resulting train this proposal and/or extend any date upon which any
performance is due.
13. Termination. If Buyer (a) fails to pay any amount owed when due, or (b) assigns or transfers the Agreement subsequently resulting from this proposal without JTECH's prior written consent. or (c) makes an
assignment for benefit of creditors, or (d) files or has filed against it, petition for relief under federal or state bankruptcy laws, or (e) breaches any other term or condition of this proposal or resultant contract.
JTECH may terminate any portion of the agreement resulting from this proposal in addition to JTECH's other available remedies. If JTECH fails to perform any obligation when due, and if such failure is not remedied
within thirty (30) days after receipt of written notice from Buyer, Buyer may terminate any portion of such Agreement. In all other cases. the Agreement resulting from this proposal may be terminated by either
party by giving sixty (60) days written notice. Termination of the Agreement, for any reason, shall in no way interfere with the obligation of Buyer to pay all monies payable as of the effective date of termination or
vdhich become payable for Goods ordered and delivered after such termination. If such Agreement is terminated by Buyer for any reason other than default by JTECH, Buyer shall be liable immediately thereupon,
to pay to JTECH the full contract price for all goods completed by JTECH pursuant to the Agreement and for all work in process at the time of termination.
14. Returns and Cancellations. Buyer may not cancel any order or return any Goods that have been special or Custom ordered, custom manufactured or configured, unless specifically agreed to in writing to
seller in this proposal and in the subsequent agreement. Returns are subject to a restocking fee which will be due to Seller when the goods are received by seller.
15. Patents and Copyrights. In no event shall JTECH he liable for damages arising from infringement of patents or copyrights. fn the event that Buyer should be enjoined in any such suit alleging infringement of
pateutts) or copynght(s) or proceeding from using any of the Goods purchased pursuant to this proposal and subsequent Agreement. JTECH, at its option, shall either (a) secure termination of the injunction and
procure for Buyer the right to use such goods without obligation or liability or (b) replace or modify said Goods with non infringing materials at JTECH's expense and refund the purchase price of the infringing
goods to Buyer, provided, however, that in no event shall JTECH be liable for or have any obligations under this paragraph it the alleged infringement is by reason of the specifications provided by Buyer to JTECH
under this agreement. The foregoing shall be Buyer's exclusive remedy against JTECH with respect to any alleged patent or Copyright infringement. The sale of goods does not convey any license of copyright
under any proprietary or patent rights of any manufacturer. JTECH shall not have any liability if the alleged infringement is based upon the use or application of the Goods in combination with other Goods and
Buyer shall protect. defend, and indemnify JTECH therefrom. JTECH disclaims all other liability for infringement of intellectual property rights and further disclaims any liability for incidental or consequential
damages arising in connection with such infringement.
16. Manufacturer Liability. In addition to JTECH's limited warranty for materials and workmanship as per section 7 herein, and unless specifically agreed to in writing by the manufacturer, JTECH and Buyer, Buyer
represents to JTECH and the manufacturer that the Goods sold pursuant to this proposal and the subsequeni resultant Agreement incorporating such of the terms of this proposal agreed to by JTECH and buyer
do not constitute standard components intended for use by Buyer or JTECH in life support systems, surgical implantation, nuclear facilities, or for any other application in which the failure of the Goods or the
product in which the Goods are to be used could create a situation where personal injury or death may occur.
17. Credit Terms. All orders and shipments shall at all times be subject to the approval of JTECH's credit department. JTECH reserves the right of declining to make any shipment called for by the contract bettiween
seller and buyer whenever, for any reason, there is doubt in JTECH's sole judgment, as to buyer's willingness or ability to pay for the goods ordered on Buyers solvency and JTECH shall not. in such event, he
liable for breach or nonperformance of this Agreement in whole or in part.
18. Packaging. Packaging will be standard commercial package and acceptable to commercial carriers. Special customer packaging will be furnished only when specified and so stated herein and the cost thereof
shall have been agreed to by both the Buyer and JTECH in writing.
19. Substituted or Repaired Goods. If substitute additional or repaired goods are purchased by Buyer from JTECH, the terms and conditions of this proposal and resultant Agreement shall be applicable thereto,
the same as if such substituted, additional or repaired Goods had been originally purchased hereunder unless specifically stated to the contrary in this proposal or subsequent resultant Agreement.
20. General Conditions. No agent, salesman or other party is authorized to bind JTECH to any agreement, warranty, statement. promise or understanding not expressed herein. The sale of Goods pursuant to this
proposal and any subsequent resultant Agreement shall be governed by the laws of the State of Florida. Any notice which is required under the terms of a resultant Agreement shall be In writing and delivered to
the address of the party setiorth in the Agreement and shall be effective when actually received, The remedies reserved by the parties shall be cumulative and in addition to other remedies provided by law. JTECH
shall {tot be required to proceed with the performance of any obligation under a resultant Agreement so long as Buyer is in default or in breach of any of Buyer's obligations or agreements herein. Any clerical errors
are subject to correction. No delay or omission by JTECH in exercising any right or remedy under that agreement shall constitute a waiver of such right or remedy. The waiver, invalidity or unenforceability of any
provision in a resultant Agreement shall not effect the validity of the agreement as a whole or any other provisions herein. An Agreement resulting from this proposal shall be binding upon and shall inure to the
benefit of the successors and assigns of Buyer and JTECH. Buyer may riot assign or transfer such Agreement in whole or in part without the prior written consent of JTECH. For the purposes of such agreement,
the Buyer and JTECH agree, notwithstanding any of the items sold not constituting "goods" as defined in Article 2 of the Uniform Commercial Code as enacted and amended from time to time in the state of Florida,
for the purpose of interpreting this proposal or a resultant Agreement all items shall be deemed to be such' goods." Buyeragrees that acceptance of this now proposal and receipt of shipment fram JTECH pursuant
to any resultant Agreement shall constitute acceptance in total of the preceding General Terms and Conditions except as otherwise agreed to in writing by the parties thereto.
Prescribed V State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
T Payee l
J I L
COMM 1 c. a I Ian S ;Y� n Purchase Order No.
P n 86X OS722 Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
S 2 �ID i2.637g f� r s 2 Gg2,00
263 69.0
Total
I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6.
20
Clerk- Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
i Te C� ��yn ��41;ms. IN SUM OF
-572 -I
A+Id n C A
,311° 00
ON ACCOUNT OF APPROPRIATION FOR
Pay from TIF r! f 1
Board Members
PO# or INVOICE NO. ACCT #/TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
2, 0224 bill(s) is (are) true and correct and that the
t2 19, G 3 1 6 VI o o materials or services itemized thereon for
which charge is made were ordered and
received except
20) 0
ignature
Director of Redevelopment
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund