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Gordon Flesch Comp/ENG/Copier/4,550 a not . Gordon Flesch Company,Inc. 4 1e Engineering-2013 4W3 Appropriation#2200-4353004; P.O.#26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost,for total of$4550.00 per annum AGREEMENT FOR LEASE OF GOODS AND SERVICES THIS AGREEMENT FOR LEASE 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 Works and Safety ("City"), and Gordon Flesch Company, Inc., an entity duly authorized to do business in the State of Indiana ("Lessor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Lessor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreements terms and conditions. 2. PERFORMANCE: City agrees to lease the goods and/or services (the °Goods and Services") from Lessor using City budget appropriation number 22004353004 funds. Lessor 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 Lessor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Four Thousand Five Hundred Fifty Dollars ($4,550.00) per annum for the life of the lease (the "Estimate"). Lessor shall submit an invoicetto City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Lessor for such Goods and Services within sixty (60) days after the date of City's receipt of Lessor'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 Lessor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Lessor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Lessor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Lessor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Lessor by City and/or by Lessor 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. Lessor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Lessor based upon City's stated use and are fit and sufficient for their particular purpose. wattle.Hat Coeviavorsa Flesh Cap yCnlcLIIROn I:N MI 1 Gordon Flesch Company,Inc. Engineering-2013 Appropriation#2200-4353004; P.O.#26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost,for total of$4550.00 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, Lessor shall promptly furnish 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, Lessor 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: Lessor 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 Lessor 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 Lessor's sole cost and expense. 8. DEFAULT: In the event Lessor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Lessor'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 Lessor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Lessor 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 Lessor 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 Lessor'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. Lessor 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. Lessor 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 Lessor's provision of Goods and Services pursuant to or under this Agreement or Lessor's use of City property. Lessor 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 (LY Jm Flat h C0a ,$isEc Fled COmpny Cabmndo,3/f/Z013 1:00 PM! 2 Gordon Flesch Company,Inc. Engineering-2013 Appropriation#2200-4353004; P.O.#26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost,for total of$4550.00 per annum fees, and other expenses, caused by any act or omission of Lessor and/or of any of Lessor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Lessor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Lessor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Lessor 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: Lessor 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., Company shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E-verify program, and (ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Company shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Company and delivered to the City's authorized representative. Should Company subcontract for the performance of any work under this Addendum, the Company shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Company shall maintain a copy of such certification for the duration of the term of any subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Company, or any subcontractor of Company, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor subsequently teams is an unauthorized alien, Company shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Company or any subcontractor of Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply should the E-Verify program cease to exist. 13. IRAN CERTIFICATION. Pursuant to I.C. § 5-22-16.5, Lessor shall certify that in signing this document, it does not engage in investment activities within the Country of Iran. 14. NO IMPLIED WAIVER: grade.filed Ca pny&itt mat CCmpyyCmev.Cx3/I3/2OIJ 1:00 PM] 3 Gordon Flesch Company,Inc. Engineering-2013 Appropriation#2200-4353004; P.O.#26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost, for total of$4550.00 per annum 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. 15. NON-ASSIGNMENT: Lessor 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 City's prior written consent. 16. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Lessor 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 Lessor under or pursuant to this Agreement. 17. 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. 18. 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. 19. 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, City Attorney One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square ATTENTION: Mike McBride Carmel, Indiana 46032 Department of Engineering If to Lessor: Gordon Flesch Company, Inc. 9200 Keystone Crossing, Suite 100 Indianapolis, IN 46240 Telephone: 317489-0470 E-Mail: pritchie @glesch.com ATTENTION: Patrick Ritchie 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. [74Gordtea ROKIICompaykradon Flea Cony Cccmtc3/Ua013 1:00 PM) 4 Gordon Flesch Company,Inc. Engineering-2013 Appropriation#2200-4353004; P.O.#26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost,for total of$4550.00 per annum 20. TERMINATION: 20.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Lessor, immediately terminate this Agreement for cause, in the event of a default hereunder by Lessor 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, Lessor 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 the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 21. 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. 22. ADDITIONAL GOODS AND SERVICES Lessor understands and agrees that City may, from time to time, request Lessor to provide additional goods and services to City. When City desires additional goods and services from Lessor, the City shall notify Lessor 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 Lessor'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 Lessor, in writing, to provide such additional goods and services, shall such goods and services be provided by Lessor to City. A copy of the City's authorization documents for the lease of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 23. 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, 2012 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. 24. 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. 25. 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. 26. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Lessor. 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 (Z:Yn'61 nach CammOSOordon Rath comMY CaaotL'JRau L®M) 5 ' Gordon Flesch Company, Inc. Engineering-2013 Appropriation#2200-4353004: P.O. #26553 Contract Not To Exceed$986.42 Quarterly,plus per page copy cost.for total of$4550.00 per annum freely, voluntarily, and without any duress, undue influence or coercion. 29. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Lessor 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 term 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Gordon Flesch Company, Inc. by and through its Board of Public Works and Safety By: By: tot �l ames Brainard, Presiding °Nicer Aut nzedd ig 'ature Date. �, s S- e� S . Sj\lqk-¢.e✓1 . . ����/� Printed Name Ma Ann Burke, Mems.- Date: - 3 —/ tvdl a 61Z,C,INCA% 644 -;\ems A Title Lori S. at . be FID/TIN: 39 - 0'19 312-5 Date: 3 113 Last Four of SSN if Sole Proprietor ATTEST n Date: 3 -D--7 " 0I 3 Dian Cordray, IAMC4'Cler -Treasurer Dat : 1-9 �zacmw m,m como,oy.co,o�,koch c�oay c�vwnwcmnou i_oo rml 6 • CGORDON FLESCHp imageCARE®MasterAgreement . GFC LEASING C O M P A N Y. I N C . Tecrmomgy that works.People who Pedant Agreement Number: A division of the Gordon Finch Company ustorier(,YdU.'ter us omgt:2)4.;! Date Written: 1/24/13 City of Cannel,Department of Engineering Katie Neville ❑Proprietorship ❑Association ❑Partnership Full Legal Name Contact Name 0 Municipality ❑Corporation ❑LLC One Civic Square Carmel IN 46032 Address City State Zip (317)571-2441 kneville @carmel.in.gov Federal ID# 35600972 Phone E-mail THIS AGREEMENT CONTAINS THE TERMS BETWEEN THE GORDON FtESCH COMPANY.INC.dtle GFC LEASING('GFCI AND YOU("you"or'Customer')AS SET FORTH HEREIN ON PAGES 1 AND 2 OF THIS AGREEMENT, PLUS ALL TERMS INCLUDED IN EACH ACCEPTANCE SUPPLEMENT WHICH REFERENCES THIS AGREEMENT('Supplemmrl,WHICH YOU ACKNOWLEDGE YOU HAVE HAD THE OPPORTUNITY TO READ.This Ageement and all Supplement executed and delivered with this Agreement and anytime(hereafter.shell be cakcdrey related to herein as re'Argument'OY signing this Agreement you agree to the terms herein piss airy and at Suppblengs)executed and deemed by you now and in to luta2. Each Supplement that be in tom prescribed by GFC and,upon execution by GFC that constitute a pan of this Agreement to the same extent as if the pmidons thereat were set forth a lull in this Agreement The tenns'Ageenenr.'herear,Teton',and Thereunder.shall mean this Agreement together with each Suppbrnent schedule and rider. GFC and you apse that a facsinee,named and/or emaied or otherwise reproduced signature an this Agreement shalt be a binding signature and carry the sane legal force as an original signature.The tom of this Agreement for each Supplement shall continence on the'Com encenlentDate'specified in the Supplement and that continue ter the Tenn set tort in such Supplement The Agreement may be executed in counterparts,which coeectvey shall be deemed one Agreement THIS AGREEMENT IS NON.CANCELABLE BY YW FOR THE TERM AND REGARDING THE GFC EQUIPMENT AND CUSTOMER EQUIPMENT INDICATED ON EACH SUPPLEMENT. AGREED to by the parties -eto as of the Date executed by GFC below. GOR4fI(14(4J1 FSC '•AN , INC. CUSTOMER: The u nderned ORms thathphM i duly autwized o execute and dOahe this Ageemton befralfd QUmmer. By: ' By: x //�/y p i en. P 9 Authorized Signature tie Name/Title: NdiPuu vve.A.. rvines. Date: 3h37'13 Name/Title: Date: Witness: SECTION 1. including al replacement pats and accessories which that became the sob pnpaty of GFC. You shat not make 1.1. EQUIPMENT. If a particular Supplement includes GFC Equipment(as defned herein),GFC hereby rents a any aerates,additions or improvements of any Sind to the GFC Equipment without pier=.teen cement of GFC. leases to you as lessee as the case may be,the ions of personal property,nduding all part additions,repairs and However,if w authorized,any such alterations.addtom,or Improvements shall become poppy of GFC unless accessories incorporated therein ands Aced thereto,and software.embedded or otherwise,and software licenses axe/in embed herein. (coley-tasty,the'GFC Element')described in the Supplement(s)executed and delivered by the pates hereto 1.a.INSURANCE Oaring the term of this Agreement you she,key M GFC Eq+Ipmrninwred,Myaa upnae,'genet all pursuant to to terns of this Agreement The software,embedded n the GFC Equipment or otherwise,and software risks of toss a dinner.for the td rphument wen Fait are NJ cary pubic It41 burn=averse the GFC licenses are also separately reeved to herein as to'toilworn.'You shat also retegnh to GFC J Software subject clubmen- 1J. to the opting figaA,.,.ent and you shag not retain any copes of sae Satrere.Prior to your return d any such GFC LOSS MD DAMAGE. You shot tear the eta re sites.Ftladamgpb tie GFC EgeanrAad much event Equipment you shall remove my and at data aired in the GFC Equipment from and alter Age date of the applicable tag rekee you of the dlgetal to mate payments or of any ate chfdecn urea this Pgreen at Supplement including data regarding you and your customers(CdlecFrey,the'Shred Dal.and you hereby 1.T.OTHER DOCUMENTS. If el any t=•tanactn React t this Agreement shalt bee matdd m la a wand authorize GFC b remme any such Stored Data not so removed by you. You shall assume tatty for and indemnify GFC Mel acornuredearty or mkt,and you be beer medbG ,respeiypr, You con n GECabmne orl and and told GFC harmless against all clans,losses,costs,expenses,damages.penalties and fatiiea wising thorn a GFG shJ M the enured showing aaY,ad you the deems pment and y you uthor.Ya totes b GFG Re nth a and poling to ywr failure remove such Stored Data tan the retuned GFC Equipment In the event GFC foams oveme b shuns dawn dept b Ire y GFC.C. Neuter an yin of sail GFC am tee r record the Agnomen ha temperartybans toys GFC Equipment such GFC Equipment shall be suttee Section 1 of this Ag Bement anent Swot nor provisions et this grin met then constitute idnowindgment bi ether G C a you continuation on a Fat this 12 tip SELECTION mFEWIPMENT.el You dcsuppierof that you have will select)in each type, tramaeonawNcimaMhrAArL2aN%teBdthe undone COdaardtl COdarucCl. ba basis of,our own noand,model and ciakn supplier ti the GFC Equipment referred p c ese e GFC E on the tan d your win judgment as me ano expressly/0y in dscbm ret ith on GFC. GFC agrees eery. De the n GFC very of E,REPAIRS R.IMO SUPPLIES.SERVICE OF GFC EQUIPMENT/CUSTOMER YER see EQUIPMENT than a qup me but assumes no bib/0y in y hereof with to GFC Equipment the GFC a qui me. Delay in delivery of it 2.1. rent he I to Ainspect *sonar tut Is nor GFC rSer Equipage Mather FARE S.r)e)fa u a Penally auplrviced Ronde notice specifying yo auk domed dent odn'e ptt within Equip business dens of delivery. If you GFC qui limey EFC tie pm ins mmnhnnce win m e.a and taean'a aquaRE service)ter Rain ssapant(*Serviced leoade Wch rmtite,you rmhoxledge thMygt eaep the GFC Equipment and are satisfied that the GFC Equipnhmt Egcalca, bread mho r is C save ern.rid collate by this Aarmht pp rematnt and anry,h GFCe eoe ism good condition. A't your request bstern le Serviced eaedSnrood any working dung tlagpfabbtermCif am Pathan thereof. 1.3. SECURITY DEPOSIT,LOCATION,RIGHT OF INSPECTION AND PERSONAL PROPERTY. The secuntY 'See rwwnl GFC r I pwereabddaa a1 Srw n cry Wbt rode 9wval o Equipment FCa shop preccn CFCs to p ise ce rob for ix deposit set forth n any Supplement shall be held by GFC and does rot can interest unless requhed by law. If you aSFat service de ynnent biases eevn agreement When In he apece a tca n tbp na it dam/cad Equipment any default hereunder,a the GFC Equipment is damaged.GFC may apply the security deposit to tae such default a In s d Ft Serviced Equipment Mra,aro essbsaw,your and pats of needed a Ric dawnd lioto he semi such damage,and you shall resale the seadiy depose n tog within Mo(2)business days of demand GFC. ,ch'shtadoypefYpcarSwoGdCWwbmtb d oast manes such GFCrrpere,whit amide Sant hheiein mtl I by charges emM for h part. tea do g FCFatia al pay o wit,ew0 GFC nay revs to prow no vim aveteh NI Inched event to balance bee is Arementryhen security deposit eta beGFC,may a GFsAseediscretion,t fhe r'gur Grew to Statdd=ryGFG=ement at the 0 aeSwirl EeteMecbrml pram Sery , expiat to to m nti of the under this Agreement her you have math d recuity de of tie Agreement d of the sew at M baton ioe and neat Supplement y r Fe ems GFCe service npman any cab to pram o rant Intatvent terminating'ec of the IdsAp pietany seat deposit held GEC.may in EC'beretumedon,be Sent Sen/ce amwebazwamtt ally AgeyarrpumrtMnNbmn or if in myeu.d by yours aethan applied po for you lance d to eunde the Aggaermen any a GFC gepre heat all GFC.may b GFCe sae a placer,be Serape Sew Padatd outset m O prrnrnot don not for, G ewer a Dub natal,au eras over Fn Ins b,abeence ot moved Agreement GEC's all finesshallbetotemahthe enter GFC name ueidFe ServiW EgeVmnat .etrl teatuteand e.amnsGodNeedle4an=Su tut,ofrunauthorized utrnw remise A and shall rot be moved without bsery pia mitten corset GFC shall have the right to EC your rotervi l,%at riot.Sear device s arint petered a; d by Weer* AmG.Salem a e of elec ,d pow opremees to inspect the GFC Equipment and observe is use tam tine to time. You shat promptly notify GFC of any carton DW a(2)u nanb a devices,eww ,temp icy taaaa amr than GFC,s axe d tlrait pour or Sr v notice of any attachments a other teal process affecting to bran d,ode to and%or the rights possession of the CrC t MO an(2)unbm*snit a to wadded herein,expendable consumable sppy lama nil b spy paper or boas. GFC Eq.dpmml The Equipment is,and shat at all times remain,personal property noMthstndehg that the GFC fan e%tut be masts for ben b render Stare due to acts d God,acts of rid a mifby whoa. ai roam,a E become.in any manner affixed to.imbedded n,a permanently attached b real property or any esPula m ro mein y cl motorise ad,dab,tin.moans,eJguJbe oneGF 'swath Pest Jere i hell bba qu nth may o an ex or unavailability basis a d mahbe n w parts orp parts other t pertr beyond GFCe math Pans bee ed Equips be biting.4. I.E,USE man dootb toneride E damage full wags reditedbrimd usateWan b e Seated aloud EAetoes ex parry,Software,and shall have n6aplasotharwim ttweoo herein. H wever,tebtheou am in dmant Nen aerobe clan and proper opsFemvnnesainchdin amperage nNF tla Sfainto VMS*t wmyar cu Mal has,tteht youanJonof mnbresEacment than the this Agee unless you sabeteuld ldaebpwaeecnnerwttmeotret^g recommendation,iommendmJrdnnMctninerAandonll ace or ehyrvnd or maintain gut have the right m possession t e the GFC pment Equipment the tam d Fis uipnwi is You shat efa and anyone dear ei oro. ervi mnledM lb dico eery e neglect tee Ser inntlnp aria a negligence by you e elect te$1.00Byatnd ofpGFCOgrend'ndi Buy that Option,pt GFC GFC Equlsto nary dfn one a ynemaiFnGFC.SwutVendednW.Neelgadn of GFC tto Stem ma Equipment OFtepeed ulnewre or If ru ebc the$1.00,andou as Supplement eiSe in n(War Buyout gomen you Equpret described pirte. crithbah tin unites pats Wm tts nor&ninon'ireh.My abatcer d GFn ineni a repiscnanam be.no hap r ma / e more Supplamirb,and you all nor witch th its default miter tlhe n is ere rte You shall.upon tle mpirerbrh of maibblry o Fe pat tom gee siphsh r pnic tar mac eo t h Dinkel Equip en rig C thaib erel wee no toper en to each Suplerent b this Agreement br which the Doter Buyout Dpton a elected,purchase to GFC Equipment mew.from the ofghe manufacturer b•particular pea of awed EghpnwA GFC tae be released tom its Sterna =gent b the Dollar Buyout Option b one dollar(51.00)and w7 thereupon lake Gin to such GFC Equipment In to pro de Sense purnant b eat Agrrnaoe tlpt ea In default p e Sant Mac GFC mry Sae to menu consideration for GFC Panting you to choose the Ddle Buyout Option ter particular GFC Equipment and in the m provide Samba for Su Serviced Ego' t GFC may thfl(30)days Fe Souris component ne of his Poreanad ix Serviced event this Agreement a deemed a conetme sales agreement with respect to such GFC Equipment you hereby S The level d SaP� wed bygGGFC f perear urea N GFC•� and C pm t apply l grad b GFC a security interest in and to such GFC E ntefective as of the date of the able Supplement Customer Equipment LmbarEghbmrtaNL Wt O. quip bled 2amrtSUMALE SUPPLY VARpp�tebaucdforyaw bo,w urge ISIS bsedon yob Ssxumntymah GFC E ipnear. If the shat Doter remain GEC's sole selected s bjjctto GFC Equipment slecctba in copeUWYLpp eye eyadeNGES Standards for a weak!&bbuMnrybbMdwdad beSepal, Supplement eM win Equipment Eenprem t and slat remain a so'a tub popery subject .sour option,t eewer a to in amen and papa m maale nee me:W seed such epplb aMW pant ter Eder M sod bent you Purchase any GFC Eaepmenl tt this Maim rent as GEC has t determined by GFC. GFC 6 rot he owner nee shell pay Equipment J many .n ws nanr ma ewer re r was such hot!your Ay tuna piss no deader te GFC for see dgahwythe enMresanySatiaeAgeanantandGFChae(eaegetimmpwideaee/aebFlb GFC A apmbaner coftaServIedEgambnttiymrpranim shatyareddagrDYnatemeiWMYbWb default t the you of of any Software pursuant. any pt as twsy does not constitute the e default id by GFC and a pmeav Pea of en urns rates Equipment be more ten tort porn Dpri a agree a pay.than kndce.eedewl slut Agreement ree a of yabr obligate=OF hereunder. Frain)psi t S by are Becton,and you a Mint and=Means possess at CFCs then cant r yo I such GYMS usage n u unused tai pmvn m term n t,si tea g anent I h you dthttothisppTnable btleGFCEguianyprodlapybthaSORwme.GeUntemuagreethetCode. are pearGPCrseeFteremoItyaouadyouhlprGFCEto musedsnWRWGmdFalprdratet pw is subject b this Apeemen,mbntrstendng any provisions to the eatery n the Uniform Camthecal Code. Ya perry.GEC reserves the dMtbMain you and you aM ply GFCbvaA nuaedwpfapGFCaMpnwraYw shat maintain in good and waking at at GFC Equipment subject to a Supplement that does not include Service. tEJ(HIafT D A f Ray 0&312011 SECTION 3.GENERAL PROMSIONS 3.11.NO AGENCY. You adr ledge and agee that neither the manufacturer.nor the suppir,nor any sideman, XI. PAYMENTS AND METER READINGS, You ehal pry GFC the payments Man due,es eel forth M tech SappbnmL representative or other agent of be muat,wror suppler it an were of GFC. No aaesman.neprnentatve or agent of the every=West month,quarterly or der es seeded terse,um all such payments have been made,including any and at manufacture or suppler is ndeoewd to wain or abr my Inn acodMon oft*Agonise and no npesenbloo as it the charges per image.at the sppbebb M per Cage for each bbd 8 dub or Mr image. GFC 'mien you for image Equipnml or any other maser by the manufacturer or suppler dm in any way affect your duty by make Payment.and none cheg.Mich may be in mars,band on meth readies. AI payment oblgalans Men are mtectrely retorted it as the yourobipedone as set forth Ream. 'Peynmb' Payments slid be made in advance and sent it GFC at PA.Box 2255 Madison,Wlecostn 53101.or as otherwise designated by GFC in mitre.You shag also pay a p'araled amount any partial ncnthy bitg period brad on 3Oday math and the amber el days bone the Commencement Om and the day of the this fug Me puled for each Supplement.You ectnowldge that GFC may natal urn harems or Software on your canWbr,computer network anchor otter Site equipment You acbnoeledge that Xis advisable and O your mks 1rpMYMhy to use Ms pmectln Meta on a1 computer equpment and back up at data on your computer equpment hM you deem necessary,per to GEC's keen= of the GFC Equipment and Setae and ca*itg of the GFC Egryment and Cunene Equipment h the event any data is but or=opted at any 1me,A Nat be your responsbily to nabs such dab at your solo ant N GEC's Man,you all proves aced inter readies wpm GEC's request by:(a)Merane a baynb:(b)automat mete reading danceattached ble GFC&dense t end Cuebme Equipment or(e)any other meted*Mb GFC requests.GFC may mamba the number dines produced by you n any pada=Mg period Tyco do not proves GECwih meter endings*Min wren(7)days of GEC's request GFC may radamn automate meth reading device born bee it bee.Keay'.GFC may increase the Base Payment the Fee per Image b each image type and the Charge pee Image ter Overeat.Toner pries am subjctb change. 32 DISCLAIMER OF WARRANTY MD LIMITATION OF LIABILITY. GFC MAKES NO WARRANTIES,ORAL OR WRITTEN, EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO THE CONDITION,QUALITY,CAPACITY,WORKMANSHIP,MERCHANTABILITY,DESIGN OR OPERATION OF THE GFC EQUPMENT,INCLUDING SOFTWARE.AND FITNESS FOR ANY PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY YOU. YOU SHALL HAVE THE BENEFIT OF ANY MANUFACTURER'S PROMISES AND WARRANTIES TO THE EXTENT SUCH MARRA/INES APPLY TO YOU. GFC SHALL NOT BE LIABLE TO YOU FOR ANY IJABILITY,CLAIM,LOSS,DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE GFC EQUIPMENT,BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE,OR ANY OTHER LEGAL OR EQUITABLE THEORY. GFC'S PAYMENT AMOUNTS FOR THE GFC EQUIPMENT REFLECTS THE ALLOCATION OF RISK ANO UMGATION OF UABIU TY CONTAINED HEREIN. IN NO EVENT SHALL GFC'S LIABILITY TO YOU,WHETHER IN CONTRACT,TORT DNCLUDING NEGLIGENCE),BREACH OF WARRANTY OR PURSUANT TO ANY OTHER LEGAL OR EQUITABLE THEORY,EXCEED THE PAYMENTS MADE BY YOU TO GFC PURSUANT TO THIS AGREEMENT DURING THE TWELVE(121 MONTH PERIOD IMMEDIATELY PRIOR TO GEC'S RECEIPT OF YOUR CLAIM. GFC may assign to you an dahte GFC may have alth respect to any nenufmdrde warranty ranting to ne GFC Equpmet You authorize GFC to add it each Supplanted the min numbers of Equpment and Cesbueu Equien d tubed Mete. 3.3.OPERATION OF EQUIPMENT,INDEMNIFICATION. You Mal use the GFC Equipment and Customer Equipment in a careful and paper manner,only in the normal course of your Stint and comply with al bon,Mdnan®red egdetans relating to A and manuhubMS recommenddons relating to proper use rd the environment i dudng bmeerabre and humidity apdkabons,b etch it is Led You can d this and WOW t the GFC Equipment and Customer Equipment and b the maintenance(mess otherwise woven bran).use,poasessar,opeatcn,stone and oordion howl,and for ipoies or death awn it any pastes and damage to ally property or boa or corruption of data wising there born. You fuller epee it assume Willy ter,and to Meanly and hold GFC harmless against al clans,bathe cods,expenses. damps,prags and belle easing from or pertaining it the anuacbm purchase Meanp,month.nmtesm. wmaNtlp,deley,rejecion,non.detvery..psntaion,use,tmapatmn,ebraga,operation,Manmance,npai,condilen orrebm or other disposibn of the GFC Equipment and Customer Equipment and data base caruplon,bgether with al led fees and amens roared by GFC n oamecian stn arty leek seed egw=A The agreements end inmates in this *Mon shall wren the expiation deader ten nabn of disagreement SA TAXES AND LIENS.You del pry Men due,al Ism and ban(Mating but nd lnmd k pew=Peen lash sees or use Si).bitch are imposed it wmac1on Mth the GFC Equipment Sure and apples,end you deg beep the GFC Equpmerd tea from d Lens and enwnbrces. n oddities,you Mel pay GFC on=mend,Interest M a in equal it the lent d 1.5%per month or to highest bpd rats matted on tax that GFC rends in connection elan the cornmextmant of pakdr Supplement To the extent the Stub of Nina or any der goerneml*My M Gaols,masses or°therms brmsea wry of such taxes and Mr rnodirg GFC Equipment or othewhe Hsng from ho Agreement you Well reintew GFC b ouch rtes upon demand Anydupecaen of such payments by GFC and you Mal be ywresponslbity. I any the GEC Equipment is subject to the Date Buyout Option,you Mal repel such GFC Eq,pmrhI for rnpaees of pane=property bxs. 3.5.DEFAULT AND CROSS DEFAULT.I you fed to pay any amount been when A is due and payable,a Le to tinny peen any other ablgeton as robed train,or if you suspend business.brume inrewnt roar Into or paten for aedm i'simpered,or I a rncei.ar is appointed for any of yeur properly,or 0 you or Guamb shall sugar an terse• rodertat Wee In your or Guwhbru turd=condEMOn Ilona he date Ant and as e MO GFC deems Seal to be insecure, or I you shall be In Maui under any other agreement at GFC,you sou be in default;natant by this Agreement and any other agreements Mt GFC,and the Acceleraed Payment she.become immediately due arrd=ire s d GFC Nall have all 'Ws and remedies avulble to it Wien In not Smiled b,the right mode any one or more of the Mate remedies:(I) lake possession of the GFC Eqn rrei i e dke the SoMOn,and your riyn b poasesdam and uw shag twinge;Q)oat or Woe M GFC Egdpmed M pubic or private ask(Ai)laminate your right to possession es b any or el items of the GFC Egnpment()laminate his Agreement In the event GFC terminates his Agm enthe or your right to posampn of some or d of the GFC Equipment you and ran table to GFC for the AMetrated Payment lees the M tale or base proceeds rewired by GFC from the GFC Equipment.AS might and remedies of GFC nal be amulets and In Aden to may other r*d rd woody available to GEC.You and 4laanb,in addition it the Accebrat d Payment and al other amounts,agree it pay el rnweble alerrrye'fees,oath and amnia ihcurM by GFC arising from your default You hereby were el exist® and Sees chine and onsets againe any Payments due hereunder,and agree it pay eI amounts due hereunder median of any such claim SP.MON•WANER AND NON'CANCELABLE. No covenant or wadbon of IM Panamint an be erred except by the mien consent of GFC. Fortran=or indulgence by GFC it any regard del red constitute•weer of your obegab=it pebm the cotenant or wdiOn,and urdl you compel*redo=orb newt or wPddon.GFC ibis be toned it nicks any remedy available to GFC under lb Agreement or by Ma it nub.This Agreement a lnevmeble by you for the tell fern hired and nil you have paid el Payments and Sir charges hen rewired,wan N your light it possession of the GFC Equpxmt has terminated or because to GFC Egrpnwt has been rymewd,or b any other reason.Paymentsahel not abs during the tens of any Supplement subject Into for any meson.Notethsbrdin0 anything hymn to the coney', caterer b a manbpauty or mbar governmental eddy,and bnds we not appropriated for any panes of he term of e Suppement subject to the Agreement Customer may tunnel this Agreement with respect to such Supplement as the end of the tree period for Mich funds hen been ahacpised. 5I.ASSIGNMENT,NOTICES AND MODIFICATION.You del not(a)assign,Meer,pledge or hypdhmele this agreement or the GFC&Menem or(b)sublet amt he GFC Equpmmt or perm to GFC Equipment to be used by won other than you Or your employees. GFC may assign this Agmement Or a paean tmereof.and the amine Mal be entitled to al of the bands of this Agreement Service dal scion order this Agreement dug be mewled A geem peeasy or mailed to the party bwaMed M its rennin address herein,or at such address es such pry may provide in Ming from Ere to time.Nonce stud be deemed debased and Math:(a)in M®e et personal dehay,on the data Men penonaly=Met(Isle the case of ail ea the dab When deposited if the UAW Stes meth duty addressed with this dm poem to effect such delivery:or(c)in the case of ethboic men,m the data when tent by GEC.Heiher his Agreement nor any Supplement schedule andr can be method or amended amt by man agreement se ed end=Mete dated by the pales hereto. 31.MISCELLANEOUS.lime le of the seance mg Ming Ude Agreement and Its Freestone.This Agreement that be governed by and contested In accordant*wta the Internal awe of the State of Indian. It BUSINESS PURPOSE,SUCCESSORS AND SEVERABDITY. You represent end canard b GFC that the GFC Maned all be used primacy(50%or more)b business or nmmra=purposes. This transact=Is not=math for Want handy,hounMM or agedend pryow. This Agreemeet Nd be boding upon and ire to the bndt of he hews, ednerysten,eeneaws end assigns et the pens hereto. 1 any portion of this Agreement is downed Math,it shot not affect the bin=of the Agreement 3.10.FURTHER ASSURANCES.You ell at your expense,promptly and dub ea==ts and deter to GFC such further documents end assurance and to such bolter action m requested by GFC it carry out the intent and purpose of the Agreement Your full legel name,address,am of aeganba5ou and state-assigned mane-Mond number.If wry.are prodded hash You she sty GFC in Cy at lent Noy(30)drys-it any change to your legs urns.Aldred,sub d orgemufot M dings in your utaes ed organization number. 'EXHIBIT . a 4 L . • Rev.08312071 eGORDON F L E S C H® inrageCARE©Master Agreement GFC L E A S I N G C O M P A NY, I N C . Acceptance Supplement A division of the Gordon Flesch Company Technology that works.People who perform. Master Agreement#: Supplement#: Supplement Term: 63-Month Commencement Date: With 1st 3©Zero This Acceptance Supplement is executed and delivered by the Gordon Flesch Company, Inc.,d/b/a GFC Leasing("GFC")and City of Carmel Department of Engineering ("Customer"or"you'),pursuant to and in accordance with the imageCARE Master Agreement(the'Agreement")between you and GFC,which is made a part of this Agreement,the defined terms therein being used herein with their defined meanings. Federal ID#:35600972 First Payment Due Date: Payment and Meter Read Frequency: ❑ Monthly ]Quarterly rj Other Security Deposit: $ imageCARE Program (please check all applicable) GFC Equipment GFC Equipment,If End of Supplement Option: Tax Exempt I] Customer Equipment Applicable: ❑ Fair Market Value n No Yes (If yes, imageCARE Service* • New El $1.00 Buyout please attach your tax ❑ Certified Pre-owned ❑ No Purchase Option exemption certificate) 'Toner Included. Excludes fax cartridges,paper and staples. ❑ Other Meter Read Contact: Name:(Automatic)Katie Phone:(317)571-2441 Email.kneville @carmel.in.gov - Payment":$986.42 "Plus fees,taxes and image charges. Attached imageCARE Master Agreement Schedule of Equipment/Accessories&Image Charges is made a part of this supplement,as page 2. Comments: We will also remove&dispose of Old Equipment at no cost. Automated Clearing House("ACH")Authorization: By providing the below information,Customer hereby authorizes GFC to automatically withdraw from Customer's bank account described below,the full amount due for charges accruing in each billing period when due. Such charges may vary for each billing period based on Customer's actual images used and by any applicable sales/use taxes,property taxes and fees.This authorization shall continue until this Agreement expires unless revoked in writing. Voided check must accompany lease form. ACH ❑Yes •I No If yes,enter bank information Bank Routing Code Bank account number in boxes above right 1.You hereby confirm that the GFC Equipment subject to this Supplement is of the type,size,design,capacity,quantity,manufacturer,model and supplier selected by you and meets provisions of any Purchase Order pursuant to which GFC has acquired title thereto. 2. The term for this Supplement shall commence as of the Commencement Date set forth above. 3.All provisions of the Agreement are hereby incorporated by reference in this Supplement to the same extent as if fully set forth herein,except: a. If the imageCARE Program for this Supplement does not include GFC Equipment,Section 1 of the Agreement shall not apply hereto. b If the imageCARE Program for this Supplement does not include imageCARE Service,Section 2 of the Agreement shall not apply hereto. 4. Any Purchase Order issued by you to GFC regarding the GFC Equipment subject hereto, is issued solely for purposes of authorization. You expressly agree that the terms and conditions of any such Purchase Order do not, and shall not in the future, modify or be included in the terms and conditions of the Agreement and this Supplement. Sixty, (60) 5. You shall make the first Payment on or before the date indicated herein,or in any event not later than days after delivery of the Equipment. Subsequent Payments shall be payable on the same day of each month thereafter, unless otherwise provided herein or in an invoice from GFC,until the total number of Payments under this Supplement have been made. Unless otherwise provided,the Term for this Supplement will be extended automatically, without notice,for successive month-to-month terms beyond the initial Term unless you provide GFC written notice that you do not want to extend,at least one calendar month before the end of the scheduled Term or any extension of the Term. 6.You and GFC agree that a scanned and emailed or otherwise reproduced signature on this Supplement shall be a binding signature and carry the same legal force as an original signature. This Supplement contains this page and page 2"Schedule of Equipment/Accessories&Image Charges"which you acknowledge that you have had the opportunity to read and is made a part of this Agreement. This Supplement may be executed in counterparts,which collectively shall be deemed one Supplement. AGREED to by the parties hereto as of the Commencement Date set forth above. OWNER: CUSTOMER: GORDON FLESCH COMPANY, INC., d/b/a GFC LE SING City of Carmel Department of Engineering The undersigned affirms that he/she is duly authorized to execute and By dIII/ deliver this Acceptance Sup lement on behalf of Customer. jf j BY ychi, U Authorized Signature Signature -,f M 3_ — arl 13 ! Print Name ^o Ttle: L¢,t,U,Q �( +N Irr Date: Title: Date: Witness: Page 1 of 2 Rev.12292011 'EXHIBIT. 2, c f irs N (0 I ° O p U O Z U a LL N o C7 Q a W 0 - _ ° m O y 7f E U- - N m ,n 9 `/ O N.7 N �a ib s E N L E p, a y N i m ° o E L ' S v U) _ > ` ° tc c_ ,, o 4.C; y d U C+.p ■ J m R 7 - o 1- t m E c Z G t. J t v Q i ti • J ®• Q W � cg J ✓• ,4 0 E t ' V N Z C J G N C_ m W cn O c a) E as a a) d 0 ® E S V E E J U z in Z O To J 3 O a) LL r o T Z z a U C O ¢ 'g°s w E 2 ) � m z E � z c Oo z 2 a ' w w O a 5 = 0 O Cr in r V _ N V) �, U N rn LL J a U C7 U a ca (� °EXHIBIT R 9 of 9 S EXHIBIT D —� AFFIDAVIT 3&F rQ J , Sh° n eft , 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: 1. 1 am over eighteen (IS) 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 Gordon l l€5CIn Cowtp vV , Zwc . (the "Employer") in the position of SnW3tAne� Bro,r't\. {M q/10.g2,P-1 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 and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 2711' day of rnA re,k , 20(3 . Printed: Tt 't es SICkb Cn 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. 10403 , Printed: J2fft% J , SkcArSe\