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158419 04/15/2008 CITY OF CARMEL, INDIANA VENDOR: 358710 Page 1 of 1 ONE CIVIC SQUARE H D SUPPLY WATERWORKS LTD. CARMEL, INDIANA 46032 P 0 BOX 91036 CHECK AMOUNT: :849.85 4 CHICAGO IL 60693 CHECK NUMBER: 158419 CHECK DATE: 4/15/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 W08114 6896869 514.68 FLAGS j 651 5023990 6952036 260.36 MATERIALS SUPPLIES 651 5023990 6972890 74.81 MATERIALS SUPPLIES Date (j dereji Date Shipped Customer PO No. Job Name Job No. Bill of Ladin Shipped Via Order Number 3/28/08 3/28/08 RANDY MARKING WAND UPS 6972890 Product Code Description p dcrcd S pvi O6dcred Price Per Amount 9634MPW 34 MARKING PAINT WAND 2 2 34.94000 EA 69.88 I Terms Subtotal NET 30 69.88 Freight Delivery Handling Restock Misc Tax Invoice Total 4.93 74.81 THANK YOU FOR YOUR ORDER VISIT Please pay this amount WATERWORKS.HDSUPPLY.COM FOR OTHER SERVICES OFFERED HDSWW BATAVIA OH Branch 504 4401 State Route 276 Page: 1 Batavia On 45103 06967 Invoice: 6972890 TERMS AND CONDITIONS OF SALE All refetences in this document to'SeIIPr' shall Include each =uhsichary or division of The Home Depot Supply, l ^c whether or not speed,cally,denuhed rerun dr hereunder may be performed by any entity that Is part of Selie, All sales made to Buyer by Seller are subject to these Terms slid Conditions of Sale which shall prevail over any ncons.stent ter ms of Buyer l,.r,a.0 coder o• oVie' doc iments. No terms and conditions in any way altenng or modifying these provisions shall be binding upon Seller unless they ore spec.hcalty aulh( ,zed in w q by Seder s aurioneed represenLphve, and such additional or different terms are expressly objected to No modification or alteration of these P•ovrslons sr,an result bir Seder s s ^,c• e-' t hood• to"oc nq receipt of Buye -s purchase order, or other documents containing provisions terms or cordoons ,n addition to, n conflict with or econ5 steal w these I° n �'e: ms, condtions, tmderstandngs, or agreements ooder than those stated hert•m, and all prior propo ;:als and negotiations are mergea her elr Prces in quotations made by Seller are subject to chargge without notice, and all quotations exo're and become ^iab,1 I' rn' accepted `n -y,; e ssue unless otherwise no',ed by Seller m writing Price extensions .':lion made lire for Buyer; nonvemence only ann they as u:Pli as dry rn Ttl n:ma! a. s e'�o �r'pP r are not binding on Seller Prices shown do not Include any sales excise. or other governmentallax or chang] payahle by Seller to'ederel m toor,eca aolhorty Any !,,xes•`. wc;h :u..If1Pr Imposed upon sales or shipments will be Incremental to ire purchase price and Buyer steal roan urse Seller for ary suca tax or pro „de Sails ,at” an acceutao td ex onphor` certificate All prices and other terms pruv,ded to Buyer under this document shall be kept confidential except to tire extent the• o party is rea,Ired by law to disclose the same Seller shall not be liable for delay or default In delivery resula•tq from ary cause be and Seller s ro so control n,jud,ng bu: "ot fl-1 ed ter, pier mental aClon stokes or otn,r labor troubles, fire dama or destruction of goods, wars Idcc coed pr untleclared), acts of terrorism manufdcturr.•s sha•tagos ,nabmh to ob:am transpafar a^ 'rata all h,ols or supplies, ann acts at Goa (each a "Force Majeure Event') 'Upon tr..e occurrence of a Force Maloure Event, (nI Pte Imo` PO vin,, per'r'^Anue shall n: mtcntlnd reasunnnly lion Buyer and Seller shall adjust all affecteo dates accordingly, and fbl Ire hurchese pare shat be u01 s'ed for any cr=.nsed to C le• .•cult ^g t•om such Force 1 0.1;ca•e Ev „t Seller is a esuller of goods arid as such does not provide c warranty for the goods it supplies hnfeundor Not ant ^standlnq Ih= bn: yg Selle• shall ass'r rc� .0 Byyer any transferable manufacturers standard warranties with resppr at to ggOOds ppucchased hereunder BJYLR AND PERSONS CLAIMING Tt IROUGH BUYER PubALL SEE'h REi3OURSE EXCLUSIVELY FROM MANUFACTURERS INCONNECTIONWITHANV DEFECTS INOR FAILURESOF GOODS AND THIS SHALL BE THE EXCLUSIVE RECOLRSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS (IRRESPECTIVE OF WHETHER THE CLA OF BUYER OR THE PERSON CLAjb11NG THROUGH BUYER SHALL SOUND IN CON I RACE IN TORT, IN STRIG LIAPILI TY PURSUANTTOSTATUTE .ORPURNLGLIGENCEI SF LLER EXCLUDES AND DISCLAIMS ALL OTi1ER EXPRESS AND IMPLIED WARRANTIES. INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND F E ORA PARTICULAR PURPOSE SELLERASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLERS INTERPRETATION OF PLANS OR SPLCIF,CATIONS PROVIDED BY BUYER. AND BUYERS ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BYARCHRPC TS ENGINEFRF OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION IN NO EVENT, WHETHER IN CONTRACT WARRANTY NDFVNITY IORT NECLIGENCEI STRICT LIABILITY OR OTHERWISE. ARISING DIRECTLY OR INDIRECTLY OUT OFTHE PERFORMANCE OR BREACH OFTHIS DOCUb'ENT. SHAL'_ SELLER BE LIABLE FOR to) ANY CONSEQUENTIAL L. INCIDENTAL SPECIAL, OR INDIRECT DAMAGES SUCH AS LOST PROFITS O'9 DELAY DAMAGES EVEN IF SJCif DAMAGES WERE FORESEEABLE OR CAI ISED PY SELLER S BREACH OFTHISDOCUMENT,((b) ANY CLAIM THAT PROPERLY IS A CLAIM AGA 'FTHEMANUFACTUREP OHc l ANY AMOUNT ExCEFDING THE AGORECAIF AMOUNT PAID SELLER FOR GOODS FURNISHEDTO BUYER UNDER THIS DOCUtAEf., Buyer shall Indemnity, defend, and hold Seller Its officers directors rmp dial' alert's "annf In. n n ^y 3^ i p” rah I, v .fl I r "rn U rJoad'n `a ne t, n cdmplaml andcorIudgmem arising from Buyer's use of anygoods furmsnod he- eundnr asw a by Buyer of Cud: (urti meat r V Jdo ue' .e•,.d t: Boyc r m Set .err t of poi a he Sr s situ err cause and all rospons,mir" and I osln of sh,ppiog and delivery buyout Ill if,riZot c F U F. ru, 1 sirs.. „e DO^ C Lr S i r i gnu nsn of loss shad pass to Buyer m Inc appilcablel -013 uemt.which forgoods not de'ivored In Sellrr'sown vehicles shall or, when Se,erdeivers th- goods to the common carver Noels ,mforshortaggeofgoodsorforOss or damage to boons as to which Salle, has the risk of loss shall be allewed unless Buyer •wdh.n 10 days Ahel recept of lFe shor o, uamaged shtpmonl o,ves Seller °.ntmn nutice sully describing the alleged shortage or m Any change In roduct specifications. quananes. destinations shippping schedules, o, any other aspect of the scope of n apply may rest,!! in a once adw ;tmerd by Seller No credit for goods returned by Buyer shall he given without Seller's written Acthonzabon All returns are subject to a IOSIOClo rq Ct.drge Unless otherwise agreed in writing, payment terms ate net 30 days Notwithstanding the foregoing 211 urdu's are subject to Se,ie, is coutmwng approval of r3uyer's credit It Buyer's crndrt Is not approved or becomes unsatisfactory to Seller then Seller, In Its sole discretion, maY require different payme ^t terms including cash on delivery or in advance of shipment In addition, Soller may In its d,screllon require an advance ct deoosit of up to 100eo of Seller's selling price for any special y manufaured goods ordereo by Buyer hereunder Payments due hereunder shall be made u: the form of cash, check, or money order Salle, tray apply Buyer'; paym ✓n against avY upon charges within Sneers solo discretion Past doe accounts beannterest at the lesser of 1.5° per month or the maximum rate permitted by applicable lava, cenbuumq after Seller obtains a judgment against Buyer Seller Inae exercise setoff or reroupment to apply to or satisfy Buyer's outstanding debt Buyer shall have no right of setoff nereur`der, the same being expressly waved Patchy Buyer shall riot export or re- export, directly at indirectly, ail or any part of the goods or related technology obtained from Seller under this document unless In accodanco .vim applicable export laws and regulations of the United Stales of America (USu Further, a Buyer trial is a non -US cc mpanv or citizen shall s,m, arly Irma any export or re- export activity to that which would be deemed com1rfient with US export laws and regu ahons a oorformed by a US company or wr4c The roregnmg requirements shall suratve any satisfaction or termination of I document and ob igallon$ hereunder Buyer Mall nay Seller all costs and expenses Of collection, suit er other legal icor,, hrouq ^t a .l Il of Mi com PlehOnship between e-em, including all actual beane}�5 aria FaraingalS' fees Incurred pre-s UIL through trial. on apootil. and m any adfoiniSlreve or ba 1k LVJtcy (a W Ocood "s Any aai,,:e OI Redo'. that SUi in r has against Buyer or V tie ass ;nee without Buyers consent to The Home Depot Supply, Inc c to a" y airline of Tine HnmC lepol Supply ,inc I his docm•tu,n and the account and business relatlonshlo holween Bever and Seller snail be t rrx and constr,,ed in acz lrv •h 1. Idvr of F'„ r .I v conflicts of laws Subject to the foregoing, Buver and Seller Agree th el .,,y regal action or n.q e, r !her re n „c a ten• B it gr,9,•r snag be brought In lee venue of the state where the sales from Sr^e In Byer occun«•n g or r•. hr wril tied It B,, a, lrnts to comply with these Terms and Conditions of See Sea ,r "ay le••r m.ne c' •e B. R.,y f• t is sin,. Sol ler,mma fialoly If It becomes msolv Buyer agrees N nd Se r 1 Buyer and Seller are the onby In:pnaed henrf p( Ih,S docun•e t= 1 r-,. r, a a 1, r.' 382h74b v8 Date Orderf,.j Date Shipped Customer PO No. Job Name Job No. ill of Ladm Shipped Via Order Number 3/25/08 3/25/08 VERBAL RANDY MARKING FLAGS UPS 6952036 Product Code Description Quamity Quenuw Back- Price Per Amount Ordcmd Shippod Ordemd HD SUPPLY WATERWORKS PO 3690563 96FLAGGSF 4X5 GREEN FLAG MARKED SEWER 2000 2000 .12000 EA 240.00 18" WIRE BID SEQ# 10 I Terms Subtotal NET 30 240.00 Freight Delivery Handling Restock Misc Tax Invoice'l'otal 20.36 260.36 THANK YOU FOR YOUR ORDER VISIT Please pay this amount WATERWORKS.HDSUPPLY.COM FOR OTHER SERVICES OFFERED HDSWW INDIANAPOLIS IN -E Branch 509 7281 East 30th St Page: 1 Indianapolis IN 46219 06966 Invoice: 6952036 TERMS AND CONDITIl OF $ALE All references in this document to'Sellor" shalt Include each subsidiary or division of The Home Depot Supply Int; hethe, or not specd:caliv dr nt 1 hereunder may be performed by any entity that its part of Seller All sales mane to Buyer by Seller are sith e d to these Term, amt Conditions of Sale, which shall prevail over any ,..cr ntitStent terms Of Ruye• SO •l,f md e dos rnents. No terms and conditions in any way altering or modifying these provisions shall be binding upon Seller unless then are speahcallY aultrsi,teJif mutnyl y aurhgnn representative and such additional or different terms are expressly objected to No modification or alteration of these Uvisrors shall 2so toy Sellers shiC^" P"• ifs ro' o :••g receipt of Buyer's purchase order, or other documents Continuing provisions, Mims, or conditions m addition to, in cant let with, or moo -s stem with then, pro. s rs T o nc lerms condlions, understandings, or agreements other Ivan those stated hercm «rid au pro' proposals and negotiations ord merged octal Prices In quotations made by Seller are subject to changge vilthout notice, and an quotations expos and hecome invalid it ro fr t accopp1, n 0 gay. ont a r:t >o,e unless otherwise noted by Seller to writing Price extensions when made are for Buvers convenience only anU tLey as net, zs any mnthnmanral sb;rnQ ur t errors en• no; xbse, binding on Seller Prices shown do not Include any sales, e or other governmental tax or cl u r payablCbv Solim to`rde, slab)Or _j: P .r. Orily y '.nrs ­,,W gr id rafter imposed upon sales or shipments will be incremental to the purchase price, and Buver sha rein unto Seiler for any ti tax a provide Sr ter vwr i.. arc, w in L tax exompton certificate ALL prices and other terms provided to Buyer a dor This documenl shill or) kept con4deniml es. ^pt to It, it brut a party Is deq,, :den by r° :n Feeh the same Seller shall not be liable for delay Or default in delivery resufbnq from at v cave be unit State- s reascnar e corn r ^-'uding out not OT fed a give •r•men`a; ac a s ^•kits or gthe labor Coubl>s, fire, damage or dn_struclion of apples puts (r.e PC Of undec ared�, acts of terrorism maru'achirefs shortd e„ mnbuity to pirate r,lns pOrtaro^ ri-i z fuels 0' supplies. and acts of God (each a 'Force Maje ure Event" Upor B e occurrence of a r Mateu•e ve,t, (,d fie Lev to Seliel's i0r,in a•n e shall h- axir•mi'd reasn"iy a ^c Buyer and Seller shall adjust all affected dates accordirq�y, and (b) the )u•chaae price sha I tit ag u led '01 a• ^:-eased c.!ste II, �c' er msL II np f•nm sac Fo•cr': a'eo•a vl-.1 Seller its a rescuer of goods and as such does not provide a warranty or the goods it supol:e5 herpundr, Note Ihstand the folgom Salle. shall Past. inrp h to Buyer acv transferable manufacturer's standard warranties with respedf to Foods purchased hereunder BUYER AND PL RSONS CLAIMING THROUGH BUYER SHALL SE ?K RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS [NOR FAILURES OF GOODS, AND (HIS SHALL BE THE EXCLUSIVE RFCO,,HSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS (tHRESPE.CTIVE OF WHE i HER THE CLAIM Or BU 'ER OR THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT, IN TORT. IN STRICT LIAB4'TY PURSUANT TO STATUTE OR FOR NEGLIGENCE, SELLER EXCLUDES AND DISCLAIMS ALL Oi REP. EXPRESS AND IMPLI ED WARRANTIES, INCLUDING ALL IM PLIED WARRANT IE S OF ME RCHANTABILI T Y AND I IT NESS FOR A PARTICULAR PURPOSE SELLERASSUMES NO RESPONSIBIL! TY WHATSOEVER FOR SELLE R'S INT3RPRE TAT ION OF�'LAN3 OR SPEC IF ICAT lie US PROV,DED RY FbJYF if ANDBUYERSArCEPTANCEANDUSEOF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY ARCHITECT S ENO NFERS OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETANON IN NO EVENT. WHETHER IN CONTRACT, WARRANTY b DE%hflTY FOiat :'CC,UDING NFGLIGENCEI -lTRICT LIABILITY OR OTHERWISE ARISING DIREC i LY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THIS DOCUME NT Sr1ALL SELLER BE! TABLE f OH Ia1 At4YCONFEOUENTIAL INCIDENTAL SPECIAL, OR INDIRECT DAMAGES SUCH AS LOST PROFITS OR DELAY DAMAGES EVENlFSIICH,)AMAGESWERF' VHE SECAB -EOP.CAUSEDBYSELLERSBRFACFT OF THIS DOCUMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIiu AGAINST THE ryIANUFA: TL.RF R OR C AN AMOUNT i E XCF F')ING THE AGGREGATE AMOUNT PAID TO SELLER FOR GOODS rURNISHEDTO BUYER UNDER THIS DOCUMENT Bayer shall Indemnify, defend. and hold Seller its officers directors emp Ayres and atLliate, harm.cva ftm-, am a^ t in, h 'rte re e. *mod td h^ Ccmpland artdrnnudgment arnica from Buyers use of any FCnds htrmshed hero a by Amer of "his d„rumen! gnud u e eeliv?red to Bas et in Feller S Oh• ver cles Inn d0H po nt sral, tin Bu pu, o, F ^ate ly,. ma•, II, l r 6 or r est et G pout Sna br•x yen s MOre or pate "Doss and ali respontabdity and rusts of shipping and delivery beyond the applicable 10 B Pool sn.ali be court, by &tyer Idle and risk of tos,, shall pass to Buyer aline applicable F 0.5 point. rehmf• for &nods not delivered o Sellers p:v^ vehreles shall be when Se'lar delivers tT,, gn�xit V nr tho common carrier No claim for sh a of goods or tot loss or damage to goods as to which getter has the risk of loss shall be arrow ad unless Buyer within 10 days after receipt of the short or damaged Shipment, gives Sa at wit hen notice fully describing tin; alleged shortage ur damage Any mange m product specifications, quantities, destinations, sh schedules or any other aspect of the scope result in may res in a price adjustment by Seller No credit for goods returned by Buyer shall be given without Sellers written authorization All returns are subject to if estockinq charge Unless otherwise agreed In writing, payment terms are net 30 days Nolwthstandmg the forego rg all orders are subject to Sellers corDnwng approval of Buyers credit It Buyer's credd is not approved or becomes unsatisfactory to Seller thnn Seller. In its sole discretion may regt,ire dd6=rent paiment,erms Inctud,ng cash on delivery or m advance o1 shipment. In addition, Seller m%yin its discretion require an advance deposit of up to 100 of Sellar s set price lot any spsc llvm arnAactured good=_ ordered by Buyer hereunder Payments due hereunder shall be made In the form of cash, check or money order Seller may apply Buyers payel against an open charges vi Sellers sole discretion Past due accounts bear interest at the lesser of 1 S °•b per monin or the maximum rate permitted by applicable law, cortunuots after Seller ohfit ins a judge t against Buyer Seller may exercise setoff or recouparent to apply to or satisfy Buyer's outstanding debt Buver shall have no right of setoff hunmrher the same off ing expressly waived hereby Buyer shall not export or re- expert, directly or Indirectly, all or any part of the goods or related technology ootai ^ad •rom Seiler under this document unless n accordance wits applicable e,poit laws and regulations of the United States of America (US) Fudher, o Buyer that Is a non-LIS company or ah7en shall simtlarly limit any export or re- export activity to that whim would be deemed compliant with US export laws and regulations If pedm ored by a US company or utvea The foregoing requ.rements shall survive any snisfaction n it anticipation of this document and obligations hereunder B h shall pay Seller ail costs and expenses of collection suit or other legal action brought as a result of ti•e co•^rtercial relationship between them. it Juding all actual attcmeys' and paralegals fees incurred pre -suit through trial. on appeal and in any administrative o• baroLlitry• proceed nets Any cause of action that Seller has aganst 8' may as assigned without Buyers conr to The Home Depot Supply, Inc or to any affiliate of The Home Depot Form y, sic Ths document and the account and business relationship between Bonier and Seller shalt be governed and 11 i f tugs p •c conflicts of laws Subject to the foregnmg, Buyer and Seller agree that any agal action orou ^ivy edhe• a es nO .t ...I r �,s t a- h i S' Jo sna'l be brought in the venue of the Si ate where the sales flout Seller to Buyer oa:up. ouch ^y nghl I.,, ',j It „L' oennr I ;,r•i' f• r -i h f ,r, ht. hit. Ali ed If Buyer lads to comply with these Terms and Conditions of Sale, Seller may te restr t'i" ado 11"', i"'. E.r d „tit n,�: n, I a s •n v• i e: ^af t o. In Seller unmedjately if it becomes Insolvent Buyer agrees to send Seller C• •le” ",fir. d •:r' I n o-.m Suyn• „qh dens s ar n•• Buyer and Seller are the only intended benebctar,ss of this document no Ih, -o hit tlarl 3P7fl74r, vil Q /OUCHER 085205 WARRANT ALLOWED 86201 IN SUM OF Hb SUPPLY WATERWORKS LTD (NA1 F.O. Box 91036 CHICAGO, IL 60693 Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 6952036 01- 7200 -02 $260.36 6q`12�90 or.7zoo.o� ��.bl i Voucher Total i Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER y CITY OF CARMEL r An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 86201 HD SUPPLY WATERWORKS LTD (NATIONAL Purchase Order No. P.O Box 91036 Terms CHICAGO, IL 60693 Due Date 4/2/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 4/2/2008 6952036 $260.36 hereby certify that the attached invoice(s), or bill(s) is (are) true and ;orrect and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer Pine Ordered Date Shipped Customer PO No. Job Name .lob No. Bill of Ladm Shipped Via Order Number 3/12/08 3/13/08 SEE BELOW MARKING FLAGS UPS 6896869 Product Code Description Qaent❑} Quanury Back- price Per Amount P Ordered Shipped Ordered CUSTOMER PO VERBAL JACK SPEAR HD SUPPLY WATERWORKS PO#- 3674399 /00006396786 BLACKBURN #2458 BLUE MARKING 4000 4000 .12000 EA 480.00 FLAG WITH REVISED SCREENING 4471 (CHANGE PHONE NUMBER TO READ 733 -2855) (4X5 W /18" PLASTIC STAFF) BELOW FREIGHT IS FOR OUTBOUND �b� r UPS CHARGES FROM MANUFACTURE APPROVED BY CUSTOMER Terms Subtotal NET 30 480.00 Freight Delivery Handling Restock Misc Tax Invoice Total 34.68 514.68 THANK YOU FOR YOUR ORDER VISIT Please pay this amount WATERWORKS.HDSUPPLY.COM FOR OTHER SERVICES OFFERED HDSWW INDIANAPOLIS IN -W Branch 430 1680 Expo Lane Page: 1 Indianapolis IN 46214 03085 Invoice: 6896869 TERMS A_ND_GON_D_ITIONS_OF SALE All references in this document to'Seller" shall include each subsidiary or division of The Home Depot Supply, Inc whether or not specifically identified herein, and Seller s obllgato s hereundei may be performed by any Pnbty that is part of Seller ft All sales made to Buyer by Seller are subject to These Terms and Conditions of Sale, which shall prevail over any inconsistent terms of Buyer's purchase order or other documents. No terms and conditions in anyway altering or modifying these provisions shall be binding upon Seller unless they are specifically authorized in writing by Seller's authorized representative, and such addlficnai ordifferenttenns are expressly objectedto Nomoddicadion or alteration of these provisions shall result by Seller's shipment ofgoods following receipt of Buyers purchase order. or other documents containing provisions, terms or conditions in addition to. in conflict with, or inconsistent with these provisions There are no terms, conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged herein Prices m quotations made by Seller are subject to change without notice, and all quotations expire and become Invalid if not acre led within 10 days f•om the date of issue, unless otherwise noted by Seller in writing. Price extensions when made are for Buyer's convenience only, and they. as well as any mathematical. stenographic or clerical errors, are not binding on Seller Paces shown do not include any sales. excise. or other governmental tax or charge payable by Seller to fetleral, state or local authority Any taxes now or hereafter imposed upon sales or shipments will be incremental to the purchase price, and Buyer shall reimburse Seller for any such lax or provide Seller with an acceptable tax exemption certificate All prices and other terms provided to Buyer under Inis document shall he kept confidential except to the extent that a party is required by low to disclose the same Seller shall not be liable for data or default in delivery resulting from any cause beyond Seller's reasonable control, including, but not limited to, governmental action, strikes or otr: r labor troubles, fire damage or destruction of goods wars (declared or undeclared), acts of terrorism, manufacturers' shortages. inability to obtain transportation, materials, fuels, or supplies, and acts of God (each a "Force Maleure Event')) Upon the occurrence of a Force Maleure Event, (a) the time for Seeet's Performance shall be extended reasonablv :hid Buyer and Seller shall adjust all affected dates accordingly, and (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Maleure Event. Seller is a rosaler of goods and as such does not provde a warranty for the goods it supplies hereunder Notwithstandingg the foreggoing9 Seller shall pass through to Buyyer any transferable manufacturer's standard warranties with tea act to goods Durchased hereunder. BUYER AND PERSONS CLAIMING TIiROUGH BUYER SHALL SEEK RECOLIRSt EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL BE TH E EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS (IRRESPECTIVE OF WHETHER THE CLAIM OF BUYER OR THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT. IN TORT, IN STRICT LIABILITY. PURSUANT TO STATUTE, OR FOR NEGLIGENCE), SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PART "ICULAR PUR,'OSE. SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER, AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY ARCHITECTS. ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE). STRICT LIABILITY OR OTHERWISE. ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THIS DOCUMENT, SHALL SELLER BE LIABLE FOR (a) ANY CONSEQUENTIAL, INCIDENTAL, EABL E SPECIAL, OR INDIRECT DAMAGES SUCH AS LOST PROFITS OR DELAY DAMAGES. EVEN IF SUCH DAMAGES WERE FORESE OR CAUSED BY SELLER'S BREACH OF THIS DOCUMENT, ((b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER. OR (c) ANY AMOUNT EXCEEDING THE AGGREGATE AMOUNT PAID TO SELLER FOR GOODS PURNISHEDTO BUYER UNDER THIS DOCUMENT Buyer shall Indemnify, defend, and hold Seller its officers, directors, employees, and affiliates harmless from any and all liability resulting from or related to any third party claim, complaint antl or arising from Buyer's use of any goods furnished hereunder, as well as any negligent, intentional. or torimus act or omission of Buyer or any material breach by Buyer of this tldocument When goods are delivered to Buyer in Seller's own vehicles, the F O.B. poml shall be Buyer's desigqnated delivery site, but in all other cases the FOB point shah be Sellers store or warenouse chid all responsibility and costs of shipping and delivery beyond the applicable ED.8 point shall be borne by Buver title and risk of loss shall pass to Buyer at the applicable F D B. point which for goods not delivered in Seller's own vehicles shall be when Seller delivers the toads to the common carrier No claim lot ehortaae of goods or for loss or damage to goods as to which Seller has the risk of loss shall be allowed unless Buyer, within 10 days after receipt of the short or damaged shipment, gives Seller written notice fully describing the alleged shortage or damage. Any change In product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of supply may result In a price adjustment by Seller. No ced�t for goods returnetl by Buyer shall be given without Seller's written authorization. All returns are subject to a restocking charge. Unless oihoiwis3 agreed in writing, payment terms are not 30 days. Notwithstanding the foregoing, all orders are subject to Seller's continuing appproval of Buyer's credit If Buyer's credit is not approved or becomes unsatisfactory to Seller then Seller, m its sole discretion, may require different payment terms. Including cash on dollvery or in advance of shipment In addition. Seiler mayy m its discretion require an advance deport of up to 100e, of Seder's selling pace for any specially manufactured goods ordered by Buyer hereunder. Payments due hereunder shall be made in the form of cash, check, or money order Seller may apply Buyer's payment against any open charges within Seder's sole discretion. Past due accounts boar interest at the lessor of 1.5% per month or the maximum rate permitted by applicable law, continuing after Seller obtains a judgment against Buyer. Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt Buyer shall have no right of setoff hereunder, the same being expressly waived Inc relay. Buyer shall not export or re- export, directly or indirect)y, all or any part of the goods or related technologgy obtained from Seiler under this document unless in accordance with applicable export laws and regulations of the United States of America (US. Further, a Buyer that is a nomUS company or citizen shall similarly limit any export or re- export activity to that which would be deemed coin hand with US export laws and regulations if performed by a US company or citizen. The foregoing requirements shall survive any satisfaction or termination of this document and collgations hereunder. Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them including all actual attorneys' and paralegals' fees incurred pre-suit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer's consent to The Home Depot Supply. Inc. or to any affiliate of The Home Depot Supply Inc This document and the account and business relationship between Buyer and Seller shall be govenn and construed in nrrnrdance with the laws of Florida without regard to conflicts of taws Subject to the foregoing, Buyer and Seller agree that any legal action brought by either as a result of the account or business relationship between Buyer and Seller shall be brought in the venue of the state where the sales from Seller to Buyer occurred, and any right to object to such venue or to assert the inconvenience of such forum is hereby waived If Buyer fails to comply with these Terms and Conditions of Sale, Seller may terminate or restrict any order upon notice to Buyer Buyer certifies that if is solvent and that it will adv¢e Seller immediately if it becomes insolvent Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within 5 days of such chances. Buyer and Seller are the only intended beneficiaries of this document, and there are no third party beneficiaries. 4 3828746 vP VOUCHER 081410 WARRANT ALLOWED J 350591 IN SUM OF HD SUPPLY WATERWORKS�p PO BOX 91036 �ef( Z CHICAGO, IL 60693 -1036 0 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members P O INV ACCT AMOUNT Audit Trail Code l C 6896869 01- 6200 -06 5480.00 6896869 01- 6200 -06 $3468 1 t Voucher Total $514.68 Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL r An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 350591 HD SUPPLY WATERWORKS Purchase Order No, PO BOX 91036 Terms CHICAGO, IL 60693 -1036 Due Date 4/7/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 4/7/2008 6896869 $514.68 1 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 Date Officer