GPS Industries/Brookshire/39,168/Mobile Information SystemGP$ Industries, LLC
Golf Course Department - 2016 p
Appropriation #411201.6; PO; #32121
Contract Not3o Exceed $39,168x00 per. an, JAp
AGREEMENT FOR PURCHASE OF .GOODS AND SERVICES.
THIS AGREEMENT FOR: PURCHASE .OF GOODS AND SERVICES (°Agreement") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public`1Norks.and Safety ("City"), and GPS Industries, LLC an entity duly authorized to do
business in the State .of Indiana ("Vendor").
TERMS. AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE`.
Vendor acknowledges that it has read and understands this, Agreement; and agrees1hat ifs execution of
same constitutes its acceptance of all the.Agreement'sterms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services'.) from Vendor using City
budget appropriation number 4112016. funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry: standards.
3. PRICE: AND PAYMENT TERMS:
3'.'1 Vendor estimates that the total price for the. Goods and Services to be provided to City hereunder
shall be no more than Thirty Nine Thousand One Hundred Sixty Eight Dollars 09,168.60) per
annum (the "Estimate"). Vendor shall submit an invoice: to City no more; than once every thirty (30)
days detailing the Goods and Services provided to City within such .time period. City shall pay
Vendor for such Goods and Services within.sixty. (.60) days-after'the date of City's receipt=of Vendor's
invoice detailing :same, so .long as and. to the extent such Goods and Services are not disputed, are
in conformance with. the specifications set forth in :Exhibit A, are submitted on an invoice that
contains the information contained on attached Exhibit B, and Vendor has otherwise performed and
satisfied all the.terms and .conditions of this Agreement.
3.2 Vendor.agrees not to provide, any G.00dsi and Services to City that would cause the .total cost of the
Goods and Services provided by Vendor to..City hereunder to exceed the- Estimate.,. unless City.has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by: this Agreement will conform to,
those certain specifications,. descriptions and/or quotations regarding some as were provided to
Vendor by City and/or. by Vendor to and accepted. by City; all ..of which documents are incorporated
herein by .reference, and that. the Goods and Services will be delivered: in a timely, good and
workmanlike manner and. free from defect,. Vendor acknowledges that it knows of City's intended use
and. expressly warrants'that the Goods and Services provided'to Citypursuant to this Agreement
have been selected by Vendor based. upon City's stated use and are ft. and. sufficient for their
particular purpose:
[Vc_ ,tANl cs &()-0&-Sv \G-1(Cbtax7201MGPS Wumict LLC Ouih&Services FORM- WITF1 EVeriNLan6uajic.Gx;all squ 5:17 PK
GPS Industries, LLC
Golf Course Department - 2016
Appropriation #4112016; P.O. #32121
Contract Not To Exceed $39,168.00 per annum
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ('Effective
Date°), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly fumish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
I7f:'Cama�Wel9.v4 0--& &WXk1rCavk170 &DP! lW—k, LLC owb d::�'MFORM - WI nI P.VOM IMP4ads 4filMi! 1171"
0
GPS Industries, LLC
Golf Course Department - 2016
Appropriation 44112016; P.O. #32121
Contract Not To Exceed $39,168.00 per annum
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendors performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E -VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the `indiana E -Verify Law), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D. affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating In the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, N
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON -ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without CVs prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
Ixt�aiex+.war�da(ht.Jwv~co-&'01TUPJ lafmrky U.C(kola 5n /UMI.Will r E•Vaif, I .'Ic4p d=411 5MIS S'IT PM)
GPS Industries, LLC
Golf Course Deportment - 2016
Appropriation #4112016, P.O. #32121
Contract Not To Exceed $39,168.00 per annum
16. GOVERNING LAW, LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
if to city: City of Carmel AND Douglas C. Haney,
One Civic Square Corporation Counsel
Carmel, Indiana 46032 Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: GPS Industries, LLC
586-855-8320
ATTENTION: Mark Bate
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
writing to a greater amount
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
IXV<oa,vwro's...a lkam Fen'Aid7cars12016'UP7 Wdmi uC Umb&Sm KMM. WRHLVWy L.Wqdu t/Wb165•17RIA
4
r7l,
GPS Industries, LLC
Golf Course Department - 2016
Appropriation #4112016; P.O. #32121
Contract Not To Exceed $39,168.00 per annum
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2016 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the tern or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
�xcam,artds<.sc aaoarcoo.�inianvstm�eucam,aseamrtnw.amirvaiylm~&,canmics:ITPMI
GPS Industries, LLC
Golf Course Department - 2016
Appropriation 94112016; P.U. #32121
Contract Not To Exceed $39,168.00 per annum
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA GPS Industries, LLC
by and through its Board of Public
Works and Safety
By:
A
Christine S. MyelrjF-Treasurer
Date: (d
%xrp-
A66odzed
Signat
Printed Name
&r
Title
FID/TIN:
Last Four of SSN if Sole Proprietor.
Date:
�x �caun�uw,oraa•1»9.o10alfCwcVble^OP8In6.vmaIl.[(7n1+ A am KMM. VAT71 F.VviA Lo�,nGn-.ul54016517 Pff�
6
N.,
ccm
h
m
X
LU
CD
dC
z
C�
allE
1fm dIa
e$ 95 1E
H
►2
❑ ❑ ❑
^
:k
9$��
oar RS
U
=
�'" 4
Q
m�
a mss,
ilkLp
8
oil
Lo
a►
S 9 gd E
o g
u
m
v
am
4W
b
d
is
�1 �o g$ E N13
eg$�'1�
� @
N
_ E gad
I jya
5i
�
� fH
go
�
_
•:3
a4 9�— 5 t3 �� � �
��
a
h
m
X
LU
(GPSL Renter Agreement Tema and ConMUons Continued)
7. Taxan. An Payments made under this Agreement aheg be net to GPSL. Customer step pay all tehma, ink pees along, assaethrenha, and any asks,
USO' personal property, privilege, value-added taxes. import duties. excise taxes and Import brokerage feet Incared in Connection yttern
with am S
or otirerNdte wtlh raped to ilk Agreement i! the System u e4b}ed to persona! Property tax, GPSL shag have the option to big and coftel case
Customer
dlarSes when assessor to ed3bosh a persona! Property tax account CPPTA7, if a PPTA Is established, GPSL shag bili Customer and
shag ed Pay GPS(. a montldy assessment based on the average annual aeselittnerlt Berges In the State In wthldt the System is
located GPSL shell have the right to change the monthly 833e351nettl based on the actual annual assesOmarrL At (he exp1moon of Ihlb
GPshag Customer shag pay us for any dandaney (n the PPTA. (t, at the axpUation of thls Agreement, there are any excess U Use PPTA
pay that amount to Customer.
a fit. GPSL Is rite owner and has Ute to Imre System. The
tenro of rids Agreement Tttis Is a renf8l of rsto L Customer
a r Inhered Customer shag have in ohs 3ydem shag tea ober the
to entire that the p°r°0� �� and Customm agrees to do averyInInG ntcessery m re3amhebty requested GPSL
Of eg Paris, System shaft be considered and remain Personal property. Customer shag, at lte own expense, keep the System int e d deer
net redeye Ghagm of as claimsabuand other encumbrances. GPSL may encumberCue, 5K fame, or otherwise ffnamm the System, although such and clear
win
necessary ordesireble 10 Ovklwm GPSL' or I � tomer agrees to execute and deliver prom (rine loft* as requested en y document
Customer, enter onto Cuetomees Property and remove theme of and all rights to the 5ysta L GPSL or its aaelgna may, upon now to
Ods Agreement or by taw. VNitunt Umittrhg the gerereg(y of System to and
the tendnathm of this Agreement or at any other ftD authorized by
to ghro GPSL a eeourfpr Utenat In the System and as addlUUons, Btbdunent3X0 9, m "CUM % ecce >'a payments g under thing AiffeemaK Customer agnea
assignment of that security fnwmL , u➢d s, aooeasorlea end aubatltullorts to IL You also agree to erry
g 3. Customer understanda that GPSL does not seg its aottware. For the Term, GPSL gnints Customer a nontransferable. nah-
&da to use the software 0* in d�c(lon with (he System and only as expreasy authorized in this Agreement. 'System SOttvsn•
means
it standard item software Included with The System provid®d to Customer. Customer shelf (A hold System Software in congdenc0 end not
anyone other than its employees and consultants who requhe disclosure In connection with Customers use of the System end ytdn
are subject to eonfidentatity obligations In substance at 1098183 SM ea these. M not pdK copy. madly, instate, alter. reverse "g0,
docampge or reverse engineer System Softhvore, (gq not remove arry (3128i, copyright, trademark or other proprietary notice fnm System Softwma
and shall reproduoo off such 11011003 on copies made by Customer, and (hl) not transfer System Software of assign any license or rights repamdng
to System Software.
10. ,GPSL shell not be gable for any Uterruption U tervke, delay to tie dellvary, or diaruplion of Wormarim of the System resdtlng
from sang cause beyorq pts reuonabla Cortisol a caused by acts of God, ode of Customer, ads of cm or m(UUry aulhorppes, tins. softs, goods,
ep(demhue, govammeNef ropes or reycallona, war. dal, delays U troneportation, or tthoteges.
11. jpgy Charoes. Payments not Pett try 6 days agar Ore Peyrrhant due date are tubjeq to a late payment fee of ten percent (1t%) of the
Payment amourhl end subject t0 trderest et Ota rate of Mer percerht (2%) per trtan>h, ar
ft mmtbeum percentage allowed under appuablu laws,
hndtdhever is teas Sfhald any Pa1d by Customer sada thla Agreement restart fn Inforest In excess of the rrxW=m IaWU rete. then such exoast
shag be attomatleafly r In Cuslomhar,
12. Customer Responagon. Customer hereby agrees 10 Ota idtavfng reapentibID(ies a a part of gra Agreement
12.1. Customer agrees 10 store safely and Property setae the System Indoors or In a mosonabiy, a a eros protected torah the Mather who not
n
In uta. At allOmae, Customer shelf use end operate the System In a taWW manner. in compliance of all appeabfa laws and in compfiarm
Of any malntanance or operating ff=ua% and Instructions provided by GPSL. Customer shell not use or operate the System In a manner
that may sub)ed it to depnci011an above the normal depreciation associated with Its specified uta. Customer adoowledges and agrees
Met it win not atiow any repairs to the System or the m1 taeameml of Sys to parts to be done by any Parsee except GPSL or persons
authorizes by GPSL Customer shag not make any additions, sutMradfons or atknUons afledlmmQ the System vwftmui rue vvrttten content of
GPSL. Customer shag use reasonable efforts not to permit any System to be abused by an emptoyaa�g � � �Uppym �. porniff
1h8 removal orally plate or narldngs put on the System by GPSL, or attach anytI tit to or remove n
12.2. CuSIOmer shag not install software hna[AbOr�ad by GPSL on the System.
12.3. Customeranumeshfor mer a�f d3k at lose to the System and as of Ra components from Ihs time airy of the comPOnanute arrive at
the Cust0nuers Domes Customer procure 'AD } • propertypTOPpaw (Personal business property & egdPn=Q and general pubge
Rabigty trisuranoe covering the system we its use and shall name GPSI LeaabV and lts asdgns as additional named Insured and toss
Payne. Customer shad provide GPSL with oertlflrates or coir evidence of Imuranee. OMPtab18 to GPSL, befars oW Agreement Term
beg ns. If (hrstomer does not procure the insurance required, GPSL may obtaln such bhsursma and pay the amaads due thereon.
Customer wit reimburse GPSL, upon demand, for the amount of such payment or cost of such pedomnanee. Even ill the System Is
damaged, lost or stolen Customer shall 1419 an of Its obligations hereunder.
12.A. iSystem f requested.
PCustomer 3 to will masonabty apse tll"I1ias 10 execute airy leasehold or other waivers regarding the altaehnhort of tha
erry at, maintenance vehicle, or other atladtment to real or personal property on the promise&
12.5. At the letrmireti0n of Ihb Agraerrherk{, In trate of defautL Ii not ezttnded, of otwMse modlfled, Customer agrees b pre GPSL YAM
reasonable access 10 Cudamers Witty for the dui-traWation and removal of the System. Prior to 0 mar
removal offt system,
CUMOabuse W shall
be respormible for rapatr or replacement of any damaged or mlesUg System comPerants, l faced by, Custo�ra rtdauae,
negligence. GPSL will use normal Cate In the de-lndallation and remove! of the system, vuthtdm win be padomrhed so as not t0
Unduly dWt the operations of the gaff course.
13. General
13.1.hereby Customer acimovded2 a that GPSL may assign to a successor 00 or any pat of its dSRL title and Interest In Ods Agreement.
thffi consents l0 soda in
anLin cava o/ a4d1 assignmeIL C ustomer agreq to conttr4ue to paAmm all Of Ira ablSafiorm under
132.
132
t. in the event. that the Customer vtdates any Provfapon of Ods Agreement and GPSL begeves the System or any pmpety or
"Of$ of GPSL to be threatened. GPSL may i mnedlately disable the System. In additlon In the event that Customer
ally Provision of this Agreement and such vialall M Continues for a period prat least twenty (2p) days after nwke In
additom f such default from GPSL, Customer shag be deemed to be in delauff and GPSL may (al lb sola electron), U
to any comm legal or equitable remedy permitted by law.
e_ remove Or disable the System.
o� 15L EXHIBIT /e\
2�' �
b. terminate Ws Agmemenl and Customers rights herein and retain any and all prfor payments pald to GPSL by
Customer (Termination").
G In the event Of tsm*MUOn of this Agreement, whether due to an Event of Default or ouvwMae, If Cuatcmar does not
allow GPSL onto the Gcff Course to deansW the "Ism, and dose not otherMse make the System avatlabta to GPSL
to de4natali, In 80111on to any other rights of mmedles avallable to GPSL, Customer Shan pry to GPSL any and an
costs incurred by GPSL In oDCOM9 Its System and MW other amounts due to GPSL, bxAmUng VAUhout MT tt eon ail
legal fees Arid coats, whether or not sett h cammenead, and further. In addition to the foreong, Customer w@ pay the
f1A1 monthly payment multipUed by 1.5 for each and every mordh after termination hereof that GPSL Is W shout
possession of the System.
d. Tda Sectlon 13.2.1. wtgtout Iimilsoon, shalt sUMvs teminetfon of this AgreemonL
13.2.2. In the event that GPSL violates any provision of Qts Agreement and such violation cordbhuea for a period of at leant twenty
(20) days after notice In wdit of such default Pram Customer, GPSL shell he deemad to be in default and Customer may
pursue such mmedlea w R may have In law or in eqW. provided. however, that C GPSL cannot reasonsby remedy line
broach wlthhh twenty (20) days. the twenty (20) day period dW be edended for as long as GPSL diligently pursues such
txrrrecgvo acttan !n a prortuPt and reasonable manner, not to exceed ninety (gll) days.
13.2.3. in addlgon to the 08w events of default under this AgraemenL either party shall be In default If (g a petition in bankruptcy Is
filed by either party or (IQ if a pelillon In bankruptcy to glad against either party and is not dismissed tviitdn 30 days of the
date It is tiled.
13.3. N2ft All notices required, POMMed or given In accordance wish the provlsions of W3 Agreement shall be in tvrtting, ON either hand.
ddvemd ordeltvered by mcogntzed overnight counter to the ottkas listed In the flat paragraph of this Agreement or such other address as
either party may designate by notice as specified in (his section.
13.4. Provided that the System to maintained prmpw* pursuant to Customer's obligations under this Agreement. GPSL warrartis that theIrhstaged
System will pmvlde distance measurements within established performance parameters peAhe
aining to System Components when the
System is operated under conditions that ere Wk* encountered on a golf course, spook* but without Imlatlon dery access to
satellites and masonably clear weather with temperatures between 326E and 1206F. Customer acknowledges thatGPS phoducc
distances we subject to margin of error. Customer further adahowtedgea that terrain and topography affect the margin of error on a
parlImA r GPS receiver and that the maMtn of error may be Increased under oatab. lopkgreph(cal condition. WARRANTIES CONTAINED
HEREIN ARE W LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THOSE GOVERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LIMITED WARRANTY PRWISIQNS
SHALL BE GPSL'3 BOLE LIABILITY Wi1T1 REGARD TO THE 8YBTEM. GPSL SHALL. IN NO EVENT, BE LIABLE FOR DAMAGES,
FOR LOSS OF PROFIT. GOODWILL, OR OTHER SPCECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE SUFFERED ay
CUSTOMER OR ITS CUSTOMERS AS A RESULT OF THE USE OF THE SYSTEM RENTED UNDER THiS AGREEMENT, EVEN IF
DAMAGES COULD HAVE BEEN FORESEEN AND WHETHER OR NOT GPSL HAS BEEN APPRISED BY CUSTOMER OR ITS
CUSTOMERS FOR THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S EXCLUSIVE REMEDY UNDER THE LIMITED WARRANTY
PROVISIONS SHALL BE LIMITED TO, AT GPSL'S OPTION, REPAIR, PERFORMANCE, ADJUSTMENT AND/OR REPLACEMENT, OR
ANY COMBINATION THEREOF IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OR COST OF SERVICES PROVIDED, AS
REASONABLY DETERMINED BY GPSL, PROVIDED, HOWEVER, THAT GPSL HAS RECEIVED WRITTEN NOTICE OF ANY SUCH
WARRANTY CLAIM, SPECIFYING THE NATURE THEREOF. WITHIN THE APPLICABLE WARRANTY PERIOD. THESE WARRANTIES
ARE MADE ONLY TO CUSTOMER AND ARE NOT TRANSFERABLE TO ANY OTHER PERSON OR ENTITY. ALL WARRANTY CLAIMS
MUST BE MADE BY AN AUTHORIZED REPRESENTATIVE OR AGENT OF CUSTOMER. EXCEPT AS OTHERWISE PROVIDED
HEREIN, GPSL SHALL NOT BE LIABLE TO CUSTOMER, OR ANY OTHER PERSON OR BMW. FOR ANY CLAIM OR DAMAGES
ARISING DIRECTLY OR INDIRECTLY FROM THE FURNISHING OF MATERIAL AND SERVICE SOLD HEREUNDER UPON VMCH
ANY CLAIM OF WARRANTY LIABILITY IS BASED.
13.13. General This Agreement togetherv4th ft 0001ts and schadulas referred to In R cangthOm the entire agreement between the parties
PerWDV to the wltidn subject matter and supersedes ON prior undershux1rhgs or oral or Wdbm This Agreement may not be va"
modHled, or amended except in Wd ft alpned by the "a. Waiver by ea her parry of any broach or Notation or deflautt of Ory pmvWon of
ihls Agreement will not operate as a wahmr of such pmvWon or orarry eubsequerd breach ar vlotabon or any default Tha thium or mfrrsel
Of any party to erderdse any right or remedy shall riot be deemed to be a walver or abandonment of arty right or remedy. If any farm of this
Agmemal is for any reason bwaW or unenforceable, the met of Qhs Agreement remains fully valid and enforceable. The heedtnga in the
Agrearnent are for uonverderm of reference only and do not constitute a pert of IL The headhhga do Trot affect gs tntefprotatiam Tits
Aptaement shag be goverrted by Ori eoraUhred in ecoondertoe with line procedural and eubstWOM laws of the Siete of Delawam, This
Agmemerd may be exearted by tatatrtlle ard(ar elecboNe stgnabse The parties agree that ft Aprearrrmii was fully negotiated by the
parties; ttesefore, rho providum of Ude Agreetttenf shag be trderptetad agatrt:t city patty because such party or Its legal repfsaent im
dratted acro provituloR Custamar shag agow GPSL to mfarenoe Cuslorrher in vericua markettng material or cmrporole atemtur% and to the
arae of aPPr Piro+ of Aho Curofomer a facliti y for yartova merke6ng naferlata or med[e. Customer funhef sprees to allow GPSL to
refarenh�e ft la e press release ar oUher media emtotrt� ft es a naw louoticn tot iia System. Any information and data adsfng out of or in
ccnrrection With Customer a use of the Syatarfh shad be owned lolydy by GPSL end Cuatomsr. AR work performed by GPSL in comredlan
with Qua sfrrvlces to be perfon>ted under ttuiS Agraemerrt snail be performed by GPSL as an independent contractor and not as the agent of
MUM
so Iwalawtra S y masubdorutrac arra or a2 of the work ro be PeAormed under via Agreement but shag ratan rill mspoaslbglly for the work
13.8.rbe
, The parties each hereby irteuroeabty cofusefd ro arbibetion In eccordence wiUh the Comsnercal Arbitration Rules of Qin Atreaw
Asao"On(,theroao4rQonwith fhb Agreement. Arty such arbitration
* d ed by one enbilrator eclectic by the AAA The Porges hvaNe arail rihts to discovery. Including Wfttd limitegon tie raidingora Time ardbafor ahaD no have art Pyr. The afbtUaWr alhog use their beat efforts to concede such orbfbalfan sill
blue a dscW 1,1MtlhUh 30 days atter Aha man of the erbtbator. The derision of the arbgretor shag be final and b upon the parties.
ad judgment fn :'�
with gra derision may be emOed M aneowt havtrlta[sdkgUtereaf.
13.7. Nin this Agmement, eapple=M or repiscoM9Wbe set forth an E�dhibft E atiadted Insists.
EXF11 BIT
o-tahosonat. ��
OMRrWAWwwo rt —3
GPSi
Visage System Description
on goif cars
The System will be enabled with the selected Features as described below.
Product I Desai
Visage
Mapping, Fun Course Graphics,
• Oi���Hate Overview for all holes with associated dlstanoe
• V"l Coverage of Cart bam & Staging Area,
• Food.S Beverage Oniaiing,
• Guardlan SVC*,
• ' Action Zone with Messaging,
• Two-way Messaging,
• On -car Scorecard,
• Car Positioning,
• Pace of Play,
• Blind Shot Warning,
• Tee Shot Distances,
• Pin Placement Manager,
• Marshall Car Features,
• AdMan
• Only Available on Club Car Precedent Excel model vehicles
Selected Options:
❑ Toumament Manager (tndudes Ad Evenly: --
❑ Video Flywers
❑ Adulan Piro
(®4edeaW aetkdedl
II -10.1f MIVL
aPRLRw1WAWWngt
EXHIBIT
qojcv
(7(
GPSi Leasing
Installation Terms and Conditions
1. To facilitate Installation, Customer ogress to provide the following.
a. Access to all areas of the site where System Is to be Installed.
b. Facility Information that Customer can provide ouch as GPS data, mapping data, facility desfgn, graphics,
photographs or aerial photos.
c.. Physical, mechanical, and electrical modifications reasonably requested for System Insiatetlon.
d. An urnesh eted hrnodhand Inters.# ...........0-e
���....,, ,,,o•w.uu�.� y ,,,wuwnng MM maintenance service. The Intemet connection must provide the
following minimum speeds as measured by online testing tools found at sites such as
www.speakaasy.net
e. Battery power to the Golf Csr- mounted units at all times, and Customer agrees to allow power to be
drawn from the Golf Course irripatfon system (or other power sources) to supply redlo repeater stations
as needed. GPSL requinas Customer must use doep•,yde batteries for all gas powered vehicles on
which display units will be Installed.
f. The golf car fleet on-site and ready for installation.
g. Not less than two Customer staff members full time for three dam (per 1 B holes) to provide labor to
assist GPSL with installation of the golf cart mounted display components including removal of any prior
existing hardware. Customers personnel during this period vnil be trained on the installation,
maintenance and replacement of the display units.
TMIInIn GPSL shall provide System training at the time of installation. Customer shag make available, as
requested by GPSL, all pertinent staff members for training. In the event Customer regWms additional training
alter Instafiatlan of the System, such traInIng shop be quoted and billed as on-aite non -warranty Service.
Customer Representative. Customer shall designate one employee to act as the lialson between GPSL and
Customer ('Customer Rep"). Customer Rep is responsible for facilitating oil Customer obligations as required
runderBir o Agreement
ComotORn• When GPSL has completed installation of the items required by this Agreement. GPSL will notify
Customer and the data of that notice shall be the 'Date of Completion' for purposes of this Agreement Upon the
Date of CompfePon. Customer agrees to promptly exegete and deliver to GPSL the System delivery and
acceptance cariBtcato. which shall be provided by GPSL Customer shag not withhold such emmllon and delivery
documentation provided the System is performing in a commercially reasonable manner. Without IkWng the
foregoing, and without providing a defense to Customer if Customer unreasonably Withholds acceptance of the
System, if Customer Intends to withhold acceptance of the System, Customer shag provide GPSL written notice of
Customers intention to withhold acceptance and Bre specific reasons for such withholding of acceptance and
further the specific actions Customer requests that GPSL take in order for Customer to accept installation of the
System. In the event that Customer does not provide GPSL with a written notice of intent to withhold the System
delivery and acceptance documentation and the reasons therefore within three (3) days of Bre Date of Completion,
the System shall be deemed to be accepted in all regards; provided however, this shall not relieve Customer of Ms
obligation to provide written delivery and acceptance documentation to GPSL as provided herein and failure to
Provide written acceptance shall be a material and substantlal breach of this Agreement
Post Instaltatlon 199rfl99112M. This Agreement provides for installation of the System based on the golf course
and facNes as configured on the date of this Agreement Customer acknowledges that modifications required
after the original installation will be provided for an additional charge unless specifically included In this Agreement.
Examples of ouch modifications are those that maybe required due to environmental changes (vegetation growth
or new construction) or re-eonfIguraton, renovation or changes to the golf fadflUes.
"0.1 DMWL
GM R6MdAPftmw4
EXHIBIT
S60
� 'Y
Minimum
120 carta or more
180 carts or more
Download speed (MbIVsec):
1.5
2.26
3.0
UpLoad speed (MbWaacy
0.5
0.76
1.0
e. Battery power to the Golf Csr- mounted units at all times, and Customer agrees to allow power to be
drawn from the Golf Course irripatfon system (or other power sources) to supply redlo repeater stations
as needed. GPSL requinas Customer must use doep•,yde batteries for all gas powered vehicles on
which display units will be Installed.
f. The golf car fleet on-site and ready for installation.
g. Not less than two Customer staff members full time for three dam (per 1 B holes) to provide labor to
assist GPSL with installation of the golf cart mounted display components including removal of any prior
existing hardware. Customers personnel during this period vnil be trained on the installation,
maintenance and replacement of the display units.
TMIInIn GPSL shall provide System training at the time of installation. Customer shag make available, as
requested by GPSL, all pertinent staff members for training. In the event Customer regWms additional training
alter Instafiatlan of the System, such traInIng shop be quoted and billed as on-aite non -warranty Service.
Customer Representative. Customer shall designate one employee to act as the lialson between GPSL and
Customer ('Customer Rep"). Customer Rep is responsible for facilitating oil Customer obligations as required
runderBir o Agreement
ComotORn• When GPSL has completed installation of the items required by this Agreement. GPSL will notify
Customer and the data of that notice shall be the 'Date of Completion' for purposes of this Agreement Upon the
Date of CompfePon. Customer agrees to promptly exegete and deliver to GPSL the System delivery and
acceptance cariBtcato. which shall be provided by GPSL Customer shag not withhold such emmllon and delivery
documentation provided the System is performing in a commercially reasonable manner. Without IkWng the
foregoing, and without providing a defense to Customer if Customer unreasonably Withholds acceptance of the
System, if Customer Intends to withhold acceptance of the System, Customer shag provide GPSL written notice of
Customers intention to withhold acceptance and Bre specific reasons for such withholding of acceptance and
further the specific actions Customer requests that GPSL take in order for Customer to accept installation of the
System. In the event that Customer does not provide GPSL with a written notice of intent to withhold the System
delivery and acceptance documentation and the reasons therefore within three (3) days of Bre Date of Completion,
the System shall be deemed to be accepted in all regards; provided however, this shall not relieve Customer of Ms
obligation to provide written delivery and acceptance documentation to GPSL as provided herein and failure to
Provide written acceptance shall be a material and substantlal breach of this Agreement
Post Instaltatlon 199rfl99112M. This Agreement provides for installation of the System based on the golf course
and facNes as configured on the date of this Agreement Customer acknowledges that modifications required
after the original installation will be provided for an additional charge unless specifically included In this Agreement.
Examples of ouch modifications are those that maybe required due to environmental changes (vegetation growth
or new construction) or re-eonfIguraton, renovation or changes to the golf fadflUes.
"0.1 DMWL
GM R6MdAPftmw4
EXHIBIT
S60
� 'Y
'c.21 GPS! Lead,19.
Service Terms and Conditions
1. Scope of Service.
99fective Comoarients. GPSL shall provide maintenance service as provided for In paragraph 2,3 and 2.4,
at its expense, to repair, modify or replace system components, as necessary that are defective in
workmanship ('SeMee,). GPSL does not warrant that the operation of the System shall be uninterrupted or
completely error -free,
1.2. ExclU310FIR• Service shah not Include. (1) maintenance, repair or replacement of parts damaged or failing to
operate due to acts of God, including without limit BWMS, atmospheric disturbances, lightning, fire, hall,
and Rood are of govamment, including w&r; catastrophes, accident, neglect, misuse, failure of satellites,
failure of eleMcal power, fault or negligence of Customer, causes external to the System or from any other
cause beyond the control of GPSI; (2) service avid repair of aoceasore9, attachments, or any other devices
that are not part of the System; (3) change% modNlcattone or ab to or to the System required due to
new construction or changes to the golf course or fadUdes; (4) graptions changes after acceptance of the
System, (5) software damps caused by unauthorized use.
Customer Reeponsib hies
2.1. Prcblem Notification. Customer agrees to promptly nobly Customer Support In the event of any System or
component failure and provide diagnostic assistance to Support GPSVs service efforts.
2.2. TCustomershall have rsasonabla access to Customer Support during
business hours. Customer Support provides user support, troubleshooting, and diagnostic assistance and
Is Customer's point of contact for reporting system problems or requesting service.
a. For all routine requests and staters Inquiries, contact Customer Support via email to
support@gpeindustrfes.00m.
b. To report emergency or critical system lasues, contact Customer Support by calling the too free
Customer Support One at SW -b75-2901.
2.3. Comoonent Raolaam= Customer agrees to perform the task of changing out replacement components
provided by GPSL Customer will be billed for repair or replacement of returned components that have
been damaged due to cause_ s not covered by Service se described In paragraph 1.2.
2.4. A Return Materials Authorization number (RMA) Is required for the
return of any defective component To obtain an RMA, Customer must contact the Customer Support
center at 88&575.2901. If Customer Support determines that the Component must be returned for repair,
Customer Support will issue an RMA Customer Is then responsible for property following procedures for
returning components as Instructed by Customer Support. Any request for special handling such as
expedited repair, overnight return ddvery, or non -business day delivery may be "act to additional
charges billable to Customer. Customer agrees to pay for shipment of components returned to GPSL
GPSL agrees to pay for return shipment to Customer.
3.
3.1. Remote awaostics, GPSL accesses the course System via the Internet to perform system diagnoaties
remota health monitoring or specific troubiesherotitQ procedures to detect, Identify or correct failures.
3.2. 8ottwere Updates and grihmaments, GPSL shall provide software maintenance for the system Software.
Software maintenance provides for bug fixes. patches, corrections, updates and enhancements as
available. Software updates do not Include new softwere features or hardware product offerings that are
sold separately.
3.3. �, If a problem cannot be resolved through telephone support or by shipping a replacement
component, GPSL may dispatch a technician to Customer's site to address the problem. On -alta services
of scope problems.
Including tabor, materials, end reason" travel expenses are chargeable for site visits that result from cut
3.4. met Replacement. A golf car Rest replacement may require on4te assistance by a GPSL representative
or additional cart mounting hardware or both. On -6111e services for fieat mplacamenta are dlergeabie
according to the rates listed on Exhibit D. GPSL REQUIRES 90 DAYS PRIOR NOTICE FOR ANY FLEET
REPLACEMENT SERVICES
u%A&cinmerh
EXH1181T
7 GPSr wang„e
Pricing of Additional Services
Services not covered under Service Terns and Conditions (Exhibit C) or that may be requested from time to Uma are
available according to the prices and terms below. All prices and terns for additional services are subject to change.
DeacrfoUon
---- --.
Graphical Changes T–
$85 /half hour --
Mapping Cfiangea
$65 / half hour plus travel and expenses at reaeonabla cost
Graphics Media
(Raw data files for Customers use)
I 30 Video Flyovers: 81,000114 hole set $500/ additional 7 hole set
20 Hole Images: 8b00/18 hole set: $250/ additional 9 hole set
20 Tracker Course Map: $200
On -aft service for items not covered under
$400 per half day on RE plus S40 per hour travel time to and from ails
Service (due to external causes or at customer's
request for additional services)
plus travel and expenses at reasonable cost; plus any applicable i
material charges.
Repair of GPS unit for damege not covered under
$395 par unit plus shfppfng back to Customer
Service
__
Fleet Replacement Llke-b 4Jke car changeover, (La. Club Car Precedent electric; to Club Car Precedent elecbtc which —
requires no additional or replacement mounting hardware), Customer may chose atemeUves a or b (90 days advance notice 1
reqcnq' i
a- By Customer (2-3 people) + 1 GPSL $20/unh plus travel and expenses at reasonable costemplovee -
b- By GPSL (2-3 paople) on -alta $42hmit plus travel Wand at reasonable cost
Fleet Replacement different type cars (90 days Quoted on case by case basis I
Won ""Tenor r4rAEd18orrd Unit a• For order up to UaS1.th0o, OpSL ur➢I MVMda "M m upon reoetpr end eentrrnaft of ttoo order. pnment wo be dug
�v d mat t crevices Far eider of US31MO er mor. GPSL rquir" a COW purttme order or a depose paymad agar to SO% d the order prim �
terms. 8d�du> t d �Nery of anvins. GPSL at b ads dher M roeamn the ftM to hard ardor for axouata gut twa aut WW1r1Q payahta b ynM
pends On nutedah hgedfiatea and On b2c1dog of aaMoa orders at the thine of order eor jmatron.
1110.1 OQetteL
GM Rams] Awwornwo
70f 7
This Advertising Agreement Is attached to and incorporated Into the terms of that certain Equipment Rental
Agreement ('Agreement') between GPSI Leasing II - Accord, LLC ('GPSL7 and City of Carmel Indiana
('Customer*).
Capitalized terms appearing herein shall have the same meaning ascribed to them herein as In the Agreement
unless otherwise noted.
Ad
AdMan: Standard package provides Fairway and Green -to -Tee spots.
Puce: included with the Visage Control Center (VCC)
GPSI hereby grents Customer graphical exposure opportunities on the System that
shalt consist of Fairway (full page and Insert spots) and available 'Green to Tee' full
screen graphics to be used for local advertising and promotions or for tournament
sponsorships but not for national advertising campaigns which are administered by
GPSI exclusively Fairway spots ate available on par 4 and par 5 holes (fairway spots
® are not available for per 3 holes. Fairway spots Include a fuU page 'touch4o-rake-go-
away' and the quarter page Insert). •Green to Tee' is defined as the area just after a
green and prior to the next We (a 200 -yd distance between the green and next tee is
required for a Green to Tee spot to work.) GPSI retains exclusive rights to all other
advertising on the System and may sell ads for placement on the System. Customer
retains right of approval, which shall not be unreasonably withheld, for such GPSI sold
ads and where approved will receive revenues, if any, on a campaign -by -campaign
basis. Customer agrees that it will allow no third party to place advertising on the
System.
AdMan Pro: Ad Manager with access to all Ad Inventory.
Price: $5 00 per unit per month
!] Customer retains exclusive rights to all advertising on the System and may sell
ads for placement on and In connection with the System and retain all such
revenues. ,
SI sing II - Accord, LLC
AvdwdW Sign
Name `
nil. ---- Date
1.10.1 0001,6 L
aRamw
City of amteI Indiana
X�� A
AU
s%CnafaY -
�� PS �htlfttC,
Near
�` onto a�
EXhIIfiITA,
XU1
M
2 GPSI Leash
Insurance Instructions
City of Carmel Indiana ('Customer*) has rented or will be renting equipment from GPSi Leasing II —
Ac cord, LLC ("GPSLI.
The Customer Is required to provide GPSL with the following insurance coverage:
A. "All Risk' personal business property and equipment Insurance covering the
complete System including stationery equipment and mgWI2 OPS displays mounted
on vehicles (as listed in the Rental Agreement) owned by or In which GPSL has a
security interest, In an amount not less than the full replacement value of the
equipment, with GPSI Leasing 11—Accord, LLC named as loss payee.
Replacement values:
Stationary and wireless equipment—$10,000;
Mobile equipment: GPS displays mounted on vehicles — 3860/unit.
B. Public LiabilityInsurance naming GPSI Leasing 11— Accord, LLC as an additional
Insured with the proceeds to be payable first on the behalf of GPSL to the extent of
its liability, if any. The amount of the Public Liability Insurance shall not be less then
$1,000,000.00, combined single limit.
C. Each policy shall provide that: (i) GPSL will be given not less than thirty (30) days
prior written notice of cancellation or non -renewal, s it Is primary Insurance and any
other Insurance covering GPSL shall be secondary or excess of the policy and (iii) in
no event shag the policy be invalidated as against GPSL for any violation of any tern
of the policy of the Customer's application therefore.
A certificate evidencing such coverage should be faxed and mailed to GPSL at the following address:
(480) 383-6799 (Fax)
GPSI Leasing II — Accord, LLC
1074 N. Orange Ave
Sarasota, FL 34236
Proof of insurance is required before GPSL can r@lease shipment of equipment to the site
0.70.1 000116 L
6PSZ Ratty /p�tmnt
im
OV
EXHIBIT B
Invoice
Nan:e of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Date:
Signature
Printed Name
W/
Goods
Services
Person Providing Date
Goods/Services Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
W/
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
$100,000 each employee
Bodily Injury by Accident/Disease:
$250,000 each accident
Bodily Injury by Accident/Disease:
$500,000 policy limit
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
$500,000
Products/Completed Operations:
$500,000
Personal & Advertising Injury
Policy Limit:
$500,000
Each Occurrence Limit:
$250,000
Fire Damage (any one fire):
$250,000
Medical Expense Limit (any one person):
$ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,0.00
EXHIBIT D
AFFIDAVIT
�1� MSA-sr�w
being first duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
v.>vS 1 C- 5
(the "Employer")
in the position of
3. 1 am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program. Documentation
of this enrollment and participation is attached and incorporated herein.
S. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Employer does not currently employ any
unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the �` day of A,,,\ 7 20L
Printed: V
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
...........a,. ANNIE CROSBY HAMMOND
�.�• . �• Notary Public - State of Florida Printed: M a n 1�
• Commission 0 FF 956461
s%o,r`d►?s My Camm, Expires Mar 12, 2020
BondedtM
ouph Mallon4l Notary Assn.
Company ID Number: 284860
�p��tY.�
t
USA
E -VERIFY IS A
SERVICE OF IBES
Page 11 of 33JEA/erify MaU for Employer' Revision Date 90129/03 ,vvrv1w. . ov1E-Ver1fy
MAIM
W
USA
-ve rl.
MW
�F
�.
Y.
E -VERIFY IS A
SERVICE OF IIHE
Company ID Number: 284860
P
rodram
n o- 1""" R d f th ri -,
I f rma ionj. eq!jire or E -e
e:�
v:0
-c-
646rftia-tiojn:� r6lMinqlo.
Page 12 of 131 -E -Verify MOU for Employer 'Rev ision Date 10129/03 wwvv.dhs.gov/E-Verify
jt—
ME
USA
7I kr
;.. ......._4- �• �� �� O1 in E -VERIFY IS A SERVICE OF LHS
Page 13 of 13JE-Verify MOU for Err, iployerl tate 10/29/08 VAim.d h s.gov/rEoris y
City of Carmel
RVDW4A. RETAIL TAX EXEMPT
CERTIFICATE NO, 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
ONE CIVIC SQUARE I 35 80000®
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL . 1017
RASE ORDER DATE DATE REQUIRED
I 1 ' 111 �J- r(- aorb
GPS :;sI -,es
VENDOR ^� i Ave
3�l�3 6
VENDOR
PURCHASE ORDER NUMBER I
3� �a
THIS NUMBER MW APPEAR ON IN QCt% AIP
VOUCHER. Darde Y mu*3, wz0* p sups.
WPPM (AMM AtMMIY COARENPOHD9,CE
SHIP ✓ rw" W. 4-,, lAe (-F
TO 000
CAr.,.c (, ZIJ 41Gp-33 I
1 V15w� i�ob,le 1`n�alr�akan S�s,l� � 3gio �3�1 �
Send Invoice TO:
/rara�
l 0- kt1 qL 03 J
1.20 GV /(- (a,.,
y3S,30Yq
PLEASE INVOICE IN DUPLICATE
$3,7,1
FAYMM
• AiP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE PA.
RESOLUTION NO. BPW—^��
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING RECEIPT OF CONTRACT
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to
enter into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor may enter into contracts on behalf of the
City; and
WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C.
Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract"); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk -Treasurer's Office, and made available to the public for
review.
follows:
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk -Treasurer and thereafter made available to
the public for review.
SO RESOLVED this_ day of , 2016.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
/Y:
inard, Presiding Office
Date: J
Lori S. atson, er
Date: ✓�
SAjoberlander\BPW ResolutionsWcknowledge GPS Industries Contract.docx4/26/2016 2:14 PM