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HomeMy WebLinkAbout207847 04/10/2012 CITY OF CARMEL, INDIANA VENDOR: 00350601 Page 1 of 1 ONE CIVIC SQUARE DUNCAN VIDEO INC CHECK AMOUNT: $1,681.98 CARMEL, INDIANA 46032 702 ADAMS CARMEL IN 46032 CHECK NUMBER: 207847 CHECK DATE: 4110/2012 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1093 4350100 74622 48.00 BUILDING REPAIRS MA 1096 4239039 74622 1,633.98 GENERAL PROGRAM SUPPL hk duncan video, inc. 702 adams street 03/22/12 Uu Carmel, Indiana 46032 INVOICE DATE 77477 telephone 317 -815 -6300 fax 317 -815 -6310 PAGE 1 800 538 -2800 CARMEL CLAY PARKS RECREATION CARMEL CLAY PARKS RECREATION 0 1411 E. 116TH STREET H THE MONON CENTER /D. KOEPPER L CARMEL, IN 46032 P 1235 CENTRAL PARK DRIVE EAST CARMEL, IN 46032 T T O 0 CUSTOMER NO. P.O. NO. ORDER NO. SHIP VIA TYPE SALESMAN NO. -QTY -ORD. QTY. SHP: B 0 DESCRIPTION PRICE"` TOTAL 1 1 SOU— FR3NEO, SOUND PROJECTIONS 1224.00 1224.00 FREEDOM FR -3 NEO 10OW BATTERY AC POWERED SOUND SYSTEM 1 1 OPT -101, SOUND PROJECTION CD /MP3 340.00 340.00 PLAYER (FR -3 OPTION) S /N:FR3- 10121581H THANK YOU FOR YOUR ORDER! SHIP /HAN 69.98 P ALL RETURNS MUST BE ACCOMPANIED 12 BY AN RMA# ALL RETURNS ARE D R O IE II 1°l SUBJECT TO A 30% RESTOCKING CHARGE MAR 2 6 2012 BY.......:............. Purchase P.O. '0051 P J G.L. Budget Line Desc G1'C�l Purchaser ate Approval Date Id 6 A Please Remit To: Duncan Video, Inc. SUBTOTAL 1633.98 NET 30 DAYS 702 Adams Street TAX 0.00 Carmel, IN 46032 FREIGHT 0.00 INVOICE 77477 1,633.98 TOTAL A Service charge of 2% per month will be added to Past Due Accounts. Purchaser shall pay costs of collection including attorney's fees and court cost. Purchaser has read and agrees to all terms on the reverse side of this document, which supercede any other agreement of the parties. TERMS AND CONDITIONS ARTICLE 1.0 CERTIFICATION: Purchaser certifies that it will purchase Products only as a benefice end user, for its own internal use, and except for used Products, will not resell same, unless otherwise provided in this Agreement. the other notice thereof promptly after it becomes known to that party. If any of these acts or events of force majeure exceed sixty (60) continuous or cumulative days, then either party may, as its sole remedy, cancel ARTICLE 2.0 PREVAILING TERMS AND CONDITIONS: Except in the event of Duncan Video, Inc. this Agreement to the extent not previously fulfilled by giving the other notice, and neither party will be liable financing of the Products hereunder, the terms and conditions of this Agreement, and the terms and to the other for damages resulting from that cancellation. conditions contained in any Appendices to this Agreement, together form the entire agreement between the parties. Any terms or conditions contained in any Company purchase order, request for quotation, ARTICLE 14.0 LIMITED WARRANTY: The warranty cards enclosed with Products state Duncan Video, acceptance or other purchasing documents concerning Products which are inconsistent with, different from Inc.'s limited warranty to Purchaser applicable to those Products. If Products are not accompanied by or in addition to the terms and conditions of this Agreement are void. warranty cards, Duncan Video, Inc.'s then current warranty applicable to those Products will apply. Unless a separate service agreement has been entered into between the parties, all repairs to or replacements of ARTICLE 3.0 APPROVAL OF ORDERS: This Agreement and all Company purchase orders for Products Products after the expiration of the applicable warranty period will be Purchaser's responsibility. under this Agreement are subject to acceptance by Duncan Video, Inc., including, if appropriate, approval by Duncan Video, Inc.'s Credit Department. Upon notice by Duncan Video, Inc., Purchaser will furnish EXCEPT FOR THE FOREGOING WARRANTIES, Duncan Video. Inc. HEREBY DISCLAIMS AND Duncan Video, Inc. such financial information as Duncan Video, Inc. may reasonably request for this EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, approval. Duncan Video, Inc. may, in its sole discretion.. cancel this Agreement at any time or delay THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. shipment of Products if Purchaser fails to meet credit requirements established by Duncan Video, Inc. ANY WARRANTY WITH REGARD TO ANY CLAIM OF INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2 -312 (3) OF THE UNIFORM COMMERCIAL CODE AND /OR IN ANY OTHER COMPARABLE Purchaser authorizes Duncan Video, Inc. to file financing statements, signed only by Duncan Video, Inc., STATE STATUTE RESPECTING PRODUCTS IS EXPRESSLY EXCLUDED. DUNCAN VIDEO, INC. which Duncan Video, Inc. deems necessary to establish or maintain a security interest in the Equipment HEREBY DISCLAIMS ANY REPRESENTATON OR WARRANTY THAT PRODUCTS ARE COMPATIBLE listed on this invoice. WITH ANY COMBINATION OF NON DUNCAN VIDEO, INC. PRODUCTS Purchaser MAY CHOOSE TO CONNECT TO PRODUCTS. ARTICLE 4.0 PRODUCTS: Products covered by this Agreement, and the quantities thereof, are only those specifically identified in this Agreement. Products may be added to this Agreement only by the parties' ARTICLE 15.0 LIMITATION OF LIABILITY: THE LIABILITY OF DUNCAN VIDEO, INC., IF ANY, AND agreement in writing. Duncan Video, Inc, may make changes to Products that do not adversely affect their Purchaser's SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND form, fit or function without the prior approval of or notification to Purchaser. Duncan Video, Inc, will give WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, WILL NOT BE Purchaser prior notice if Duncan Video, Inc. makes changes to Products that affect their form, fit or function GREATER THAN THE ACTUAL PURCHASE.PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH or discontinues any Products prior to fulfillment hereunder. In such event, Duncan Video, Inc. will use SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES WILL DUNCAN VIDEO, INC. BE LIABLE TO reasonable efforts to find a substitute product acceptable to Purchaser, in Purchaser's sole discretion, but. Purchaser FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATIVE failing that, then either party may cancel any Company purchase order for Products to the extent not TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR COMPENSATION, previously fulfilled by giving the other notice, and neither party will be liable to the other for damages REIMBURSEMENT OR LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, resulting from that cancellation. INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, COST OF CAPITAL, OR FOR ANY ARTICLE 5.0 PRICES AND PAYMENT: Purchaser will pay Duncan Video, Inc. those prices indicated in OTHER REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO THE CLAIMS OF ANY THIRD this,Agreement for Products. Unless otherwise provided, Duncan Video, Inc. may change prices for any PARTY. This limitation of liability will in no way affect Purchaser's right to seek appropriate relief Products, whose estimates delivery date indicated in this Agreement is more than sixty (60) days after the at law arising from or incident to any death, personal injury or property damage which is in any way date hereof, by giving Purchaser prior notice: If because of any price increase, Purchaser does not wish connected to Duncan Video, Inc.'s negligence, willful misconduct or strict liability in tort with to purchase Products previously ordered, then Pgrchaser may, as its sole remedy. cancel this Agreement respect to Products and their use. to the extent not previously fulfilled by giving Duncan Video, Inc. notice within ten (10) days of that notice. Unless otherwise provided in this Agreement. Purchaser must pay for Products in full within thirty (30) days ARTICLE 16.0 DEFAULTS: If Purchaser is in default of any of the terms or conditions of this Agreement of their invoice date. Purchaser may not make deductions or offsets of any kind from payments due Duncan or any other agreement with Duncan Video, Inc., Duncan Video. Inc. may suspend further performance Video, Inc, unless Purchaser has received a written credit memorandum from Duncan Video, Inc. under this Agreement. authorizing that deduction or offset. ARTICLE 17.0 TRADEMARKS: Purchaser acknowledges the validity of Duncan Video, Ins.'s tradenames ARTICLE 6.0 TRANSPORTATION COSTS: Unless otherwise provided in this Agreement, the prices for and trademarks appearing on Products, and Purchaser will have no right to or interest in any trademarks Products indicated in this Agreement exclude all transportation costs, including, but not limited to, freight. or tradenames owned, used or claimed now or in the future by Duncan Video, Inc. insurance and special handling and packaging, and Duncan Video. Inc. will prepay these costs and invoice them to Purchaser. ARTICLE 18.0 NOTICES: Any notice given under this Agreement will be deemed to be sufficiently given when sent in writing by certified or registered mail or by facsimile or other rapid term of transmission where ARTICLE 7.0 TAXES: The prices for Products indicated in this Agreement exclude all taxes, including, receipt is acknowledged to the parties at their respective addresses set forth herein or as those addresses but not limited to, sales. excise or use taxes. Purchaser shall pay all sales, use, ad valorem. excise and /or may be subsequently changed by giving notice. The date of mailing or transmission of any notice hereunder any other taxes imposed on either parry by virtue of this Agreement, except for taxes based on Duncan will be deemed the date on which that notice has been given. Video. Ins.'s net income. Duncan Video, Inc. will invoice Purchaser for any of these taxes Duncan Video, Inc. is legally obligated to collect from Purchaser. ARTICLE 19.0 EXPORT: Purchaser will not export any Products or related technology or software in violation of applicable U.S. laws and regulations. Purchaser will be responsible for obtaining any required ARTICLE 8.0 ADJUSTMENTS: It the prices for Products indicated in this Agreement are prices which export licenses for Products. have been reduced, either based: (a) on Purchasers representation that Company would purchase certain minimum quantities of Products and Purchaser fails to purchase those minimums; or, (b) on Purchaser's ARTICLE 20.0 ASSIGNMENT: Purchaser may not assign any of its rights or delegate any of its duties representation that Purchaser was purchasing Products for its own use and not for resale but Purchaser or obligations under this Agreement without Duncan Video, Ines prior written consent, which consent will resells same, then, in addition to any other remedies available to Duncan Video, Inc. under this Agreement not be unreasonably delayed or withheld. Any assignment or delegation hereof by Purchaser without or allowed by law for that default, Duncan Video, Inc. may retroactively increase those prices to make them Duncan Video, Ins.'s consent will be deemed void. equal to those prevailing for the quantities of Products actually purchased by Company and /or for the appropriate resale class of trade, and Duncan Video. Inc. will invoice Purchaser for any resulting increase ARTICLE 21.0 WAIVER: Either party's waiver of the other's default in its obligations under any term or in prices. condition of this Agreement will not in any way limit or affect that party's right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition. ARTICLE 9.0 FINANCE CHARGE/COSTS OF COLLECTION: It Purchaser fails to pay Duncan Video, Inc. for Products when due, then, in addition to any other remedies available to Duncan Video. Inc.. under ARTICLE 22.0 REMEDIES: Each specific right or remedy accorded either party under this Agreement this Agreement or allowed by law for that default. Purchaser will pay Duncan Video, Inc. an additional will not be exclusive but cumulative of all other rights and remedies accorded that party hereunder or monthly financing charge equal to the lesser of: (a) TWO percent (2.0 or, (b) the maximum monthly allowed by law therefor. interest rate allowed by law, on any amounts past due, chargeable during each month that payment remains outstanding and Duncan Video, Ins.'s reasonable expenses of collection, including, but not limited to, ARTICLE 23.0 INVALIDITY: If any term or condition of this Agreement is held invalid or unenforceable attomeys' and expert's fees and court costs. by any court, in whole or in part, that term or condition will be construed and enforced to the greatest extent possible and the validity of the remaining terms and conditions will not be affected thereby. ARTICLE 10.0 DELIVERY: All delivery dates for Products indicated in this Agreement are estimates given for reference only and Duncan Video, Inc. will use reasonable efforts to meet them. Purchaser will ARTICLE 24.0 CHOICE OF LAW: This Agreement will be construed and enforced in accordance with not be excused from its obligation to pay for Products when finally delivered or from any of its other the laws of the State of Indiana, without reference to its conflicts of law principles. Proper Venue for all obligations hereunder. However, if Duncan Video, Inc. delays delivery of Products by more than sixty (60) actions arising from this Agreement shall be Hamilton County, Indiana. days after the estimated delivery date, then Purchaser may, as its sole remedy, cancel any purchase order for Products to the extent not previously fulfilled by giving Duncan Video, Inc. notice within ten (10) days, ARTICLE 25.0 SOFTWARE: Any License Agreement enclosed in the original factory packaging for and neither party will be liable to the other for damages resulting from that cancellation. Products will state those additional terms and conditions of any license granted to Purchaser applicable to those Products. In all other cases, any software furnished by Duncan Video, Inc. under this Agreement is ARTICLE 11.0 METHODS AND POINT OF DELIVERY: Unless otherwise provided in this Agreement, done so on a non transferable license -to -use basis and all right, title and interest therein is and will remain Duncan Video. Inc. will choose the carrier for shipping Products, and all shipments of Products to Purchaser vested exclusively in Duncan Video. Inc. or its licensors. Purchaser will not decompile, disassemble, or will be from F.O.B. Duncan Video. Inc. otherwise derive the source code of any software furnished by Duncan Video, Inc. nor will Purchaser make any copies of such software. except that Purchaser may make one (1) copy of each such software Product ARTICLE 12.0 RISK OF LOSS: Risk of loss of or damages to any Products will pass to Purchaser upon for backup purposes only. Duncan Video, Inc. will return or destroy all copies of software upon cessation Duncan Video, Inc.'s delivery of them to a commercial carrier. All claims for damage to or loss of Products of related Product usage. All software furnished by Duncan Video, Inc. is to be considered confidential must be made by Purchaser directly to the carrier or the insurance company (as may be the case). information and will be held by Purchaser in strict confidence and disclosed on a need -to -know basis to only those of its employees who have agreed in writing to maintain the confidentiality of Purchaser provided third ARTICLE 13.0 FORCE MAJEURE: Each party will be excused from any default in its obligations under party confidential information. this Agreement, other than the payment of money due, resulting from any act or event beyond its reasonable control or responsibility, including, but not limited to, acts of God, accident, fire. flood, storm, riot, war, ARTICLE 26.0 ENTIRE AGREEMENT: This `greement and any Appendices to this Agreement sabotage, explosion, strike, lockout, labor disturbance, national defense requirement. governmental action, supersede, terminate and otherwise void any am prior written and /or oral agreements between the law, ordinance, rule or regulation, whether valid or invalid, inability to obtain or curtailment of electricity or parties with respect to Products. There are no warranties, representations, or understandings of any kind other types of energy, raw material, labor, component products or transportation, failure of normal sources or description whatsoever made by either party to the other, except such as are expressly set forth herein. of supply, or any similar or different contingency which would make performance or timely performance This Agreement may be modified only by a written instrument signed by both parties making specific commercially impracticable. The party relying on any of these acts or events of force majeure must give reference hereto. )800-538-2800 uncan video, inc. 702 adams street 03/22/12 J U carmel, indiana 46032 INVOICE DATE 77478 telephone 317- 815 -6300 ax 317- 815 -6310 PAGE 1 CARMEL CLAY PARKS RECREATION CARMEL CLAY PARKS RECREATION 0 1411 E. 116TH STREET H ATTN: DAWN KOEPPER L CARMEL, IN 46032 P 1411 EAST 116TH STREET CARMEL, IN 46032 T T O LQ CUSTOMER NO. P.O. NO. ORDER NO. SHIP VIA TYPE SALESMAN NO. QTY. ORD. QTY. SHP. B O DESCRIPTION— PRICE TOTALAMOUNT 5 5 F.01U.110.235 MOUNTING RING 7.60 38.00 THANK YOU FOR YOUR ORDER! SHIP /HAN 10.00 ALL RETURNS MUST BE ACCOMPANIED BY AN RMA ALL RETURNS ARE SUBJECT TO A 30% RESTOCKING CHARGE o rM M MAR 2 6 2012 t Purchase ,r Description c, p( gQ er brac—l' s P.O. me ©o a��3 P o� G.L. 10q 42)501 C O Bucket LineUescr Purchaser D Approval Date Please Remit To: Duncan Video, Inc. SUBTOTAL 48.00 NET 30 DAYS 702 Adams Street TAX 0.00 Carmel, IN 46032 FREIGHT 0.00 INVOICE 77478 48.00 TOTAL A Service charge of 2% per month will be added to Past Due Accounts. Purchaser shall pay costs of collection including attorney's fees and court cost. Purchaser has read and agrees to all terms on the reverse side of this document, which supercede any other agreement of the parties. TERMS AND CONDITIONS ARTICLE 1.0 CERTIFICATION: Purchaser certifies that it will purchase Products only as a bonafide end user, for its own internal use, and except for used Products, will not resell same, unless otherwise provided in this Agreement. the other notice thereof promptly after it becomes known to that party. It any of these acts or events of force majeure exceed sixty (60) continuous or cumulative days, then either parry may, as its sole remedy, cancel ARTICLE 2.0 PREVAILING TERMS AND CONDITIONS: Except in the event of Duncan Video, Inc. this Agreement to the extent not previously fulfilled by giving the other notice, and neither party will be liable financing of the Products hereunder, the terms and conditions of this Agreement, and the terms and to the other for damages resulting from that cancellation. conditions contained in any Appendices to this Agreement, together form the entire agreement between the parties. Any terms or conditions contained in any Company purchase order, request for quotation, ARTICLE 14.0 LIMITED WARRANTY: The warranty cards enclosed with Products state Duncan Video, acceptance or other purchasing documents concerning Products which are inconsistent with, different from Inc.'s limited warranty to Purchaser applicable to those Products. If Products are not accompanied by or in addition to the terms and conditions of this Agreement are void. warranty cards, Duncan Video, Inc.'s then current warranty applicable to those Products will apply. Unless a separate service agreement has been entered into between the parties. all repairs to or replacements of ARTICLE 3.0 APPROVAL OF ORDERS: This Agreement and all Company purchase orders for Products Products after the expiration of the applicable warranty period will be Purchasers responsibility. under this Agreement are subject to acceptance by Duncan Video, Inc., including, if appropriate, approval by Duncan Video, Inc.'s Credit Department. Upon notice by Duncan Video, Inc.. Purchaser will furnish EXCEPT FOR THE FOREGOING WARRANTIES, Duncan Video, Inc. HEREBY DISCLAIMS AND Duncan Video, Inc. such financial information as Duncan Video, Inc. may reasonably request for this EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, approval. Duncan Video, Inc. may, in its sole discretion, cancel this Agreement at any time or delay THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. shipment of Products if Purchaser fails to meet credit requirements established by Duncan Video, Inc. ANY WARRANTY WITH REGARD TO ANY CLAIM OF INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2 -312 (3) OF THE UNIFORM COMMERCIAL CODE AND /OR IN ANY OTHER COMPARABLE Purchaser authorizes Duncan Video. Inc. to file financing statements, signed only by Duncan Video, Inc., STATE STATUTE RESPECTING PRODUCTS IS EXPRESSLY EXCLUDED. DUNCAN VIDEO, INC. which Duncan Video, Inc. deems necessary to establish or maintain a security interest in the Equipment HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT PRODUCTS ARE COMPATIBLE listed on this invoice. WITH ANY COMBINATION OF NON DUNCAN VIDEO, INC. PRODUCTS Purchaser MAY CHOOSE TO CONNECT TO PRODUCTS. ARTICLE 4.0 PRODUCTS: Products covered by this Agreement, and the quantities thereof, are only those specifically identified in this Agreement. Products may be added to this Agreement only by the parties' ARTICLE 15.0 LIMITATION OF LIABILITY: THE LIABILITY OF DUNCAN VIDEO, INC., IF ANY, AND agreement in writing. Duncan Video, Inc. may make changes to Products that do not adversely affect their Purchaser's SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND form, fit or function without the prior approval of or notification to Purchaser. Duncan Video, Inc. will give WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, WILL NOT BE Purchaser prior notice it Duncan Video, Inc. makes changes to Products that affect their form. fit or function GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH or discontinues any Products prior to fulfillment hereunder. In such event, Duncan Video. Inc. will use SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES WILL DUNCAN VIDEO, INC. BE LIABLE TO reasonable efforts to find_ a substitute product acceptable to Purchaser, in Purchaser's sole discretion, but. Purchaser FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATIVE failing that, then either party may cancel any Company purchase order for Products to the extent not TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR COMPENSATION, previously fulfilled by giving the other notice. and neither party will be liable to the other for damages REIMBURSEMENT OR LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES. resulting from that cancellation. tit INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, COST OF CAPITAL, OR FOR ANY ARTICLE 5.0 PRICES AND PAYMENT: f %rchaser will pay Duncan Video, Inc. those prices indicated in OTHER REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO THE CLAIMS OF ANY THIRD this Agreement for Products. Unless otherwise provided, Duncan Video, Inc. may change prices for any PARTY. This limitation of liability will in no way affect Purchaser's right to seek appropriate relief Products, whose estimated delivery date indicated in this Agreement is more than sixty (60) days after the at law arising from or incident to any death, personal injury or property damage which is in any way date hereof, by giving Purchaser prior notice. If because of any price increase, Purchaser does not wish connected to Duncan Video, Inc.'s negligence, willful misconduct or strict liability in tort with to purchase Products previously ordered, then Purchaser may, as its sole remedy. cancel this Agreement respect to Products and their use. to the extent not previously fulfilled by giving Duncan Video, Inc. notice within ten (10) days of that notice. Unless otherwise provided in this Agreement. Purchaser must pay for Products in full within thirty (30) days ARTICLE 16.0 DEFAULTS: If Purchaser is in default of any of the terms or conditions of this Agreement of their invoice date. Purchaser may not make deductions or offsets of any kind from payments due Duncan or any other agreement with Duncan Video. Inc... Duncan Video. Inc. may suspend further performance Video, Inc, unless Purchaser has received a written credit memorandum from Duncan Video, Inc. under this Agreement. authorizing that deduction or offset. ARTICLE 17.0 TRADEMARKS: Purchaser acknowledges the validity of Duncan Video Inc.'s tradenames ARTICLE 6.0 TRANSPORTATION COSTS: Unless otherwise provided in this Agreement, the prices for and trademarks appearing on Products, and Purchaser will have no right to or interest in any trademarks Products indicated in this Agreement exclude all transportation costs, including, but not limited to, freight, or tradenames owned, used or claimed now or in the future by Duncan Video, Inc. insurance and special handling and packaging, and Duncan Video. Inc. will prepay these costs and invoice them to Purchaser. ARTICLE 18.0 NOTICES: Any notice given under this Agreement will be deemed to be sufficiently given when sent in writing by certified or registered mail or by facsimile or other rapid form of transmission where ARTICLE 7.0 TAXES: The prices for Products indicated in this Agreement exclude all taxes, including, receipt is acknowledged to the parties at their respective addresses set forth herein or as those addresses but not limited to, sales, excise or use taxes. Purchaser shall pay all sales, use, ad valorem, excise and/or may be subsequently changed by giving notice. The date of mailing or transmission of any notice hereunder any other taxes imposed on either party by virtue of this Agreement, except for taxes based on Duncan will be deemed the date on which that notice has been given. Video. Inc.'s net income. Duncan Video, Inc. will invoice Purchaser for any of these taxes Duncan Video, Inc. is legally obligated to collect from Purchaser. ARTICLE 19.0 EXPORT: Purchaser will not export any Products or related technology or software in violation of applicable U.S. laws and regulations. Purchaser will be responsible for obtaining any required ARTICLE 8.0 ADJUSTMENTS: If the prices for Products indicated in this Agreement are prices which export licenses for Products. have been reduced, either based: (a) on Purchaser's representation that Company would purchase certain minimum quantities of Products and Purchaser fails to purchase those minimums: or, (b) on Purchaser's ARTICLE 20.0 ASSIGNMENT: Purchaser may not assign any of its rights or delegate any of its duties representation that Purchaser was purchasing Products for its own use and not for resale but Purchaser or obligations under this Agreement without Duncan Video, Ines prior written consent, which consent will resells same, then, in addition to any other remedies available to Duncan Video, Inc. under this Agreement not be unreasonably delayed or withheld. Any assignment or delegation hereof by Purchaser without or allowed by law for that default, Duncan Video, Inc. may retroactively increase those prices to make them Duncan Video, Inc.'s consent will be deemed void. equal to those prevailing for the quantities of Products actually purchased by Company and /or for the appropriate resale class of trade, and Duncan Video, Inc. will invoice Purchaser for any resulting increase ARTICLE 21.0 WAIVER: Either party's waiver of the other's default in its obligations under any term or in prices. condition of this Agreement will not in any way limit or affect that party's right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition. ARTICLE 9.0 FINANCE CHARGEICOSTS OF COLLECTION: If Purchaser fails to pay Duncan Video, Inc. for Products when due, then, in addition to any other remedies available to Duncan Video. Inc., under ARTICLE 22.0 REMEDIES: Each specific right or remedy accorded either party tinder this Agreement this Agreement or allowed by law for that default, Purchaser will pay Duncan Video, Inc. an additional will not be exclusive but cumulative of all other rights and remedies accorded that party hereunder or monthly financing charge equal to the lesser of: (a) TWO percent (2.0 or, (b) the maximum monthly allowed by law therefor. interest rate allowed by law, on any amounts past due, chargeable during each month that payment remains outstanding and Duncan Video, Inc.'s reasonable expenses of collection, including, but not limited to, ARTICLE 23.0 INVALIDITY: If any term or condition of this Agreement is held invalid or unenforceable attorneys' and expert's fees and court costs. by any court, in whole or in part, that term or condition will be construed and enforced to the greatest extent possible and the validity of the remaining terms and conditions will not be affected thereby. ARTICLE 10.0 DELIVERY: All delivery dates for Products indicated in this Agreement are estimates given for reference only and Duncan Video.. Inc. will use reasonable efforts to meet them. Purchaser will ARTICLE 24.0 CHOICE OF LAW: This Agreement will be construed and enforced in accordance with not be excused from its obligation to pay for Products when finally delivered or from any of its other the laws of the State of Indiana, without reference to its conflicts of law principles. Proper Venue for all obligations hereunder. However, if Duncan Video. Inc. delays delivery of Products by more than sixty (60) actions arising from this Agreement shall be Hamilton County, Indiana. days after the estimated delivery date, then Purchaser may, as its sole remedy, cancel any purchase order for Products to the extent not previously fulfilled by giving Duncan Video, Inc. notice within ten (10) days, ARTICLE 25.0 SOFTWARE: Any License Agreement enclosed in the original factory packaging for and neither party will be liable to the other for damages resulting from that cancellation. Products will state those additional terms and conditions of any license granted to Purchaser applicable to those Products. In all other cases, any software furnished by Duncan Video, Inc. under this Agreement is ARTICLE 11.0 METHODS AND POINT OF DELIVERY: Unless otherwise provided in this Agreement, done so on a non transferable license -to -use basis and all right, title and interest therein is and will remain Duncan Video. Inc. will choose the carrier for shipping Products, and all shipments of Products to Purchaser vested exclusively in Duncan Video. Inc. or its licensors. Purchaser will not decompile, disassemble, or will be from F.O.B. Duncan Video, Inc. otherwise derive the source code of any software furnished by Duncan Video, Inc. nor will Purchaser make any copies of such software, except that Purchaser may make one (1) copy of each such software Product ARTICLE 12.0 RISK OF LOSS: Risk of loss of or damages to any Products will pass to Purchaser upon for backup purposes only. Duncan Video, Inc. will return or destroy all copies of software upon cessation Duncan Video, Inc.'s delivery of them to a commercial carrier. All claims for damage to or loss of Products of related Product usage. All software furnished by Duncan Video. Inc. is to be considered confidential must be made by Purchaser directly to the carrier or the insurance company (as may be the case). information and will be held by Purchaser in strict confidence and disclosed on a need -to -know basis to only those of its employees who have agreed in writing to maintain the confidentiality of Purchaser provided third ARTICLE 13.0 FORCE MAJEURE: Each party will be excused from any default in its obligations under party confidential information. this Agreement, other than the payment of money due, resulting from any act or event beyond its reasonable control or responsibility, including, but not limited to, acts of God, accident, fire, flood. storm, riot, war, ARTICLE 26.0 ENTIRE AGREEMENT: This `greement and any Appendices to this Agreement sabotage, explosion, strike, lockout, labor disturbance. national defense requirement, governmental action, supersede, terminate and otherwise void any am prior written andior oral agreements between the law, ordinance, rule or regulation. whether valid or invalid, inability to obtain or curtailment of electricity or parties with respect to Products. There are no warranties, representations, or understandings of any kind other types of energy. raw material, labor, component products or transportation, failure of normal sources or description whatsoever made by either party to the other, except such as are expressly set forth herein. of supply, or any similar or different contingency which would make performance or timely performance This Agreement may be modified only by a written instrument signed by both parties making specific commercially impracticable. The party relying on any of these acts or events of force majeure must give reference hereto. ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice of 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. Payee Purchase Order No. 00350601 Duncan Video, Inc. Terms 702 Adams Street Carmel, IN 46032 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) PO Amount 3122112 77477 Portable sound system 30512 1,633.98 3/22/12 77478 Speaker brackets 48.00 Total 1,681.98 1 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. 00350601 Duncan Video, Inc. Allowed 20 702 Adams Street Carmel, IN 46032 In Sum of 1,681.98 ON ACCOUNT OF APPROPRIATION FOR 109 Monon Center PO# or INVOICE N0. ACCT #/TITLE AMOUNT Board Members Dept 1096 -32 74622 4239039 1,633.98 1 hereby certify that the attached invoice(s), or 1093 74622 4350100 48.00 bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except 5 -Apr 2012 P &hk ol i Signature 1,681.98 Accounts Payable Coordinator Cost distribution ledger classification if Title claim paid motor vehicle highway fund