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15-58
Resolution No. 15-58 RESOLUTION AUTHORIZING EXECUTION OF AN EQUIPMENT RENTAL AGREEMENT WITH GPSI LEASING II—ACCORD, LLC FOR VISAGE DISPLAY SYSTEM SERVICE AT BOWES CREEK COUNTRY CLUB BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute an equipment rental agreement on behalf of the City of Elgin with GPSI Leasing II-Accord,LLC for Visage display system service at Bowes Creek Country Club,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 22, 2015 Adopted: April2, 2015 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk ,t,:./G PSI Leasing«c Date: April 7, 2015 Dear Customer: In executing the enclosed documents, please carefully observe the following items: 1. Ensure that your company's legal name and address appears correctly. 2. For each signature block have an authorized party (official, corporate officer, owner) sign and date the documents. 3. Please consult with your GPSI representative prior to making any changes. Any authorized changes (line-outs, additions, etc.) must be initialed by both parties to the contract. 4. Payments. It is essential to review the payment terms to understand when Payments are due. 5. Insurance coverage is required. Please contact your insurance agent to request that a Certificate of Insurance according to the enclosed instructions. The insurance agent should forward the certificate to GPSL as soon as possible. Please return an electronic copy of all documents to our fax at(480) 383-6799, or via email to pmg©gpsindustries.com, and please send all original documentation to: GPSI Leasing, LLC 1074 N. Orange Ave. Sarasota, Florida 34236 Attn: Contract Administrator Thank you,we appreciate your business! GPSI Leasing, LLC GPSI Leasing,LLC 1074 N.Orange Ave. Sarasota,FL 34236 888-575-2901 . GPSI Leasingtr, Equipment Rental Agreement (Renewal) Issued Date: April 7,2015 Customer Information Full Legal Name("Customer) Course Name City of Elgin, Illinois, a municipal corporation Bowes Creek Country Club Billing Address/City/County/State/Zip Type of Organization 150 Dexter Ct., Elgin, IL 60120 Municipality Equipment Location/City/County/State/Zip(if different) Organization Jurisdiction 1250 Bowes Creek Blvd., Elgin, IL 60124 Illinois Contact Name Title Phone 847-214-5880 Tax Identification Number Mike Lehman General Manager Email lehman MIcityofelgin.org E9996-0771-07 Course Information #Holes ' Golf Car Make/Model/Year/Power/Motor Controller Installation Type 18 Club Car/Precedent/Electric Existing Equipment Quantity Equipment Description Product:Visage* 73 Visage Display Installed on Golf Car Selected Options: 2 Visage Display Installed on Beverage Car --Tournament Manager 2 Visage Display Installed on Marshal Car --Video Flyovers 'See attached Exhibit A for a detailed feature set description. Term and Pa ments Term(Months) Payment: plus tax(USD) #Security Payment 3 F MA M J 3 A S O N D 48 $19,866.00 Deposit Months X X n/a (X indicates payment month) 2 payments per year for each year of the Term,due May 1 and September 1.Total Payments during the 48 month Term not to exceed$158,928.00. TERMS AND CONDITIONS 1. System.Customer shall rent a mobile golf information system comprised of the equipment listed above enabled with the selected feature set described on Exhibit A,attached hereto and made a part hereof(the"System"). 2. Term. The term of this Agreement(including any extensions hereto,the"Term")shall commence on the Effective Date and run for a term of forty-eight(48)months from January 1,2015(the"Date of Completion").The Term of this Agreement shall be extended at the conclusion of the initial Term for additional one-year Terms unless terminated by either party upon not less than 30 days written notice prior to the conclusion of the then current Term. 3. Payments.Customer shall make all Payments stated in this Agreement according to the payment terms above beginning on the Date of Completion.If the Date of Completion is between the 1$'and 15"'day of the month,all Payments will be due on the 15"'day of each month.If the Date of Completion is between the 16th and the last day of the month,all Payments will be due on the 1st day of each month.All amounts payable under this Agreement are payable at GPSL's address below or at such other address as GPSL may specify in writing from time to time.Time is of the essence for all obligations arising hereunder. 4. Taxes and Insurance.Customer is required to provide and maintain insurance related to the System,and to pay any property,use and other taxes related to this Agreement or the System.If Customer is tax-exempt,Customer agrees to provide reasonable evidence of exemption. 5. Existing Installation.The System is currently installed at the Customer's site and is rented"as-is",except as may be specifically provided for herein. 6. Maintenance Service.GPSL shall provide maintenance service based on the Service Terms and Conditions,set forth in Exhibit C,attached hereto and made a part hereof,for a period beginning with the Date of Completion and ending at the conclusion of the Term. SEE THE FOLLOWING PAGES FOR ADDITIONAL TERMS AND CONDITIONS THIS AGREEMENT,EFFECTIVE AS OF THE DATE BELOW,IS BY AND BETWEEN GPSL AND CUSTOMER AND IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS AND THE FOLLOWING PAGES,WHICH PERTAIN TO THIS AGREEMENT AND WHICH CUSTOMER ACKNOWLEDGES HAVING READ.THIS AGREEMENT IS NON- BINDING UNTIL ACCEPTED BY GPSL.CUSTOMER CERTIFIES ALL ACTIONS REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT,INCLUDING CUSTOMER'S AUTHORITY HAVE BEEN FULFILLED.THIS AGREEMENT SHALL EXPIRE AND BE OF NO FORCE AND EFFECT IF NOT EXECUTED BY BOTH PARTIES WITHIN 30 DAYS AFTER THE ISSUED DATE ABOVE. GPSI Leasing II-Accord,LLC("GPSL") CUSTOMER 1074 N. a range Ave.,Sarasota,Florida,34236 City of Ilinois Authonz= Si.a o Authoriz=�I/j � :&/9j DI X I R /�� I t Print amen Title Effective Date Print N-'-an.Title / Date MK/ eldild if,A$(4•✓`4 Sean R. Stegall, y Manager 4/22/2015 1-9.7 02102014-L 1(8) (GPSL Rental Agreement Terms and Conditions Continued) 7. Ownership.GPSL is the owner and has title to the System.The only right,title or interest Customer shall have in the System shall be under the terms of this Agreement. This is a rental of personal property and Customer agrees to do everything necessary or reasonably requested by GPSL to ensure that the System shall be considered and remain personal property. Customer shall,at its own expense,keep the System free and clear of all liens,charges,claims and other encumbrances.GPSL may encumber,sell,lease, or otherwise finance the System,although such actions will not relieve GPSL of its obligations under this Agreement.Customer agrees to execute and deliver from time to time as requested any document necessary or desirable to accurately evidence GPSL's or its assigns ownership of and all rights to the System. GPSL or its assigns may,upon notice to Customer,and at a reasonable mutually agreed-upon time and place,enter onto Customer's property and remove the System following the termination of this Agreement or upon such conditions as may authorize the removal of the System by GPSL pursuant to this Agreement or by law. Without limiting the generality of the foregoing,to secure Customer's payments under this Agreement,Customer agrees to give GPSL a security interest in the System and all additions,attachments,updates,accessories and substitutions to it. Customer hereby consents to any assignment of that security interest. 8. Software License.Customer understands that GPSL does not sell its software.For the Term,GPSL grants Customer a nontransferable,non-exclusive license to use the software only in conjunction with the System and only as expressly authorized in this Agreement. "System Software"means standard system software included with the System provided to Customer. Customer shall(i) hold System Software in confidence and not disclose it to anyone other than its employees and consultants who require disclosure in connection with Customer's use of the System and who are subject to confidentiality obligations in substance at least as strict as these, (ii)not print,copy,modify,translate,alter,reverse compile,decompile or reverse engineer System Software,(iii)not remove any GPSL copyright,trademark or other proprietary notice from System Software and shall reproduce all such notices on copies made by Customer,and(iv)not transfer System Software or assign any license or rights regarding the System Software;provided,however, that the Customer may release any information as may be required by law. 9. Force Maieure.GPSL shall not be liable for any interruption in service,delay in the delivery,or disruption of performance of the System resulting from any cause beyond its reasonable control or caused by acts of God,acts of Customer,acts of civil or military authorities, fires,strikes,floods,epidemics,governmental rules or regulations,war,riot,delays in transportation,or shortages. 10. Delinquency Charges.Payments not paid by 5 days after the Payment due date are subject to a late payment fee of ten percent(10%) of the Payment amount and subject to interest at the rate of point seven five percent(.75%)per month,or the maximum percentage allowed under applicable laws,whichever is less.Should any fee paid by Customer under this Agreement result in interest in excess of the maximum lawful rate,then such excess shall be automatically credited to Customer. 11. Customer Responsibilities.Customer hereby agrees to the following responsibilities as a part of this Agreement: 11.1. Customer agrees to store safely and properly secure the System indoors or in a reasonably safe area protected from the weather when not in use. At all times,Customer shall use and operate the System in a careful manner,in compliance of all applicable laws and in compliance of any maintenance or operating manuals and instructions provided by GPSL. Customer shall not use or operate the System in a manner that may subject it to depreciation above the normal depreciation associated with its specified use. Customer acknowledges and agrees that it will not allow any repairs to the System or the replacement of System parts to be done by any person except GPSL or persons authorized by GPSL. Customer shall not make any additions, subtractions or alterations affecting the System without the written consent of GPSL.Customer shall use reasonable efforts not to permit any System to be abused by an employee,vandalized by any third party,permit the removal of any plate or markings put on the System by GPSL,or attach anything to or remove anything from the System. 11.2. Customer shall not install software unauthorized by GPSL on the System. 11.3. If requested,Customer will reasonably cause third parties to execute any leasehold or other waivers regarding the attachment of the System components to any car,maintenance vehicle,or other attachment to real or personal property on the premises. 11.4. At the termination of this Agreement,in case of default,if not extended,or otherwise modified,Customer agrees to provide GPSL with reasonable access to Customer's facility for the de-installation and removal of the System. Prior to GPSL's removal of the System,Customer shall be responsible for repair or replacement of any damaged or missing System components,if caused by Customer's misuse,abuse and/or negligence. GPSL will use normal care in the de-installation and removal of the system,which will be performed so as not to unduly disrupt the operations of the golf course. 12. General 12.1. Assignment.Customer acknowledges that GPSL may assign to a successor all or any part of its right,title and interest in this Agreement,and hereby consents to such assignments. In case of such assignment,Customer agrees to continue to perform all of its obligations under this Agreement. 12.2. Events of Default and Remedies. 12.2.1.In the event that Customer violates any provision of this Agreement and such violation continues for a period of at least twenty(20)days after notice in writing of such default from GPSL,Customer shall be deemed to be in default and GPSL may(at its sole election),in addition to any other legal or equitable remedy permitted by law: a. remove or disable the System; b. This Section 13.2.1,without limitation,shall survive termination of this Agreement. 12.2.2.In the event that GPSL violates any provision of this Agreement and such violation continues for a period of at least twenty(20)days after notice in writing of such default from Customer,GPSL shall be deemed to be in default and Customer may pursue such remedies as it may have in law or in equity;provided,however,that if GPSL cannot reasonably remedy the breach within twenty(20)days,the twenty(20)day period shall be extended for as long as GPSL diligently pursues such corrective action in a prompt and reasonable manner,not to exceed ninety(90)days. 1-9.7 02102014-L GPSL Rental Agreement 2(8) 12.2.3.In addition to the other events of default under this Agreement,either party shall be in default if(i)a petition in bankruptcy is filed by either party or(ii)if a petition in bankruptcy is filed against either party and is not dismissed within 30 days of the date it is filed. 12.3. Notice.All notices required,permitted or given in accordance with the provisions of this Agreement shall be in writing,and either hand-delivered or delivered by recognized overnight courier or first class U.S.mail to the offices listed in the first paragraph of this Agreement or such other address as either party may designate by notice as specified in this section. 12.4. Provided that the System is maintained properly pursuant to Customer's obligations under this Agreement,GPSL warrants that the installed System will provide distance measurements within established performance parameters pertaining to System components when the System is operated under conditions that are typically encountered on a golf course,specifically but without limitation:clear access to satellites and reasonably clear weather with temperatures between 32°F and 120°F. Customer acknowledges that GPS-produced distances are subject to a margin of error. Customer further acknowledges that terrain and topography affect the margin of error on a particular GPS receiver and that the margin of error may be increased under certain topographical conditions.WARRANTIES CONTAINED HEREIN ARE IN 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 PROVISIONS SHALL BE GPSL'S SOLE LIABILITY WITH REGARD TO THE SYSTEM. GPSL SHALL,IN NO EVENT,BE LIABLE FOR DAMAGES, FOR LOSS OF PROFIT,GOODWILL,OR OTHER SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGE SUFFERED BY 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 ENTITY,FOR ANY CLAIM OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE FURNISHING OF MATERIAL AND SERVICE SOLD HEREUNDER UPON WHICH ANY CLAIM OF WARRANTY LIABILITY IS BASED. 12.5. General.This Agreement,together with the exhibits and schedules referred to in it,constitutes the entire agreement between the parties pertaining to the within subject matter and supersedes any prior understandings or oral or written.This Agreement may not be varied,modified,or amended except in writing signed by the parties.Waiver by either party of any breach or violation or default of any provision of this Agreement will not operate as a waiver of such provision or of any subsequent breach or violation or any default. The failure or refusal of any party to exercise any right or remedy shall not be deemed to be a waiver or abandonment of any right or remedy. If any term of this Agreement is for any reason invalid or unenforceable,the rest of the Agreement remains fully valid and enforceable.The headings in the Agreement are for convenience of reference only and do not constitute a part of it.The headings do not affect its interpretation.This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Illinois and venue for the resolution of any disputes for the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County, Illinois. This Agreement may be executed by facsimile and/or electronic signature. The parties agree that this Agreement was fully negotiated by the parties;therefore,no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. Any information and data arising out of or in connection with Customer's use of the System shall be owned jointly by GPSL and Customer.All work performed by GPSL in connection with the services to be performed under this Agreement shall be performed by GPSL as an independent contractor and not as the agent of Customer.GPSL may subcontract any or all of the work to be performed under this Agreement but shall retain full responsibility for the work so subcontracted. 12.6. GPSI Leasing II—Accord,LLC hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof;and GPSI Leasing II—Accord,LLC agrees that service by first class U.S.mail to the entity and address provided for herein shall constitute effective service. 1-9.7 02102014-L GPSL Rental Agreement 3(8) OGPSi Leasing,. Visage System Description Equipment Quantity Equipment Description 73 Visage Display Installed on Golf Car 2 Visage Display Installed on Beverage Car 2 Visage Display Installed on Marshal Car The System will be enabled with the selected Features as described below: Product Description Visage • Mapping, Full Course Graphics, • Graphical Hole Overview for all holes with associated distance information, • Food&Beverage Ordering, • Guardian 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, • Wi-Fi Coverage of Cart-barn&Staging Area. Only Available on Club Car Precedent Excel model vehicles Selected Options: —Tournament Manager —Video Flyovers 1-9.7 02102014-L GPSL Rental Agreement 4(8) GPSi Leasing EXHIBIT B Installation Terms and Conditions 1. Customer agrees to provide the following: a. Access to all areas of the site where System is installed. b. An unrestricted broadband Internet connection at each location on the Golf Course that needs access to the Visage System(including F&B order fulfillment)for the duration of this Agreement monitoring and maintenance service.The internet connection must provide the following minimum speeds as measured by online testing tools found at sites such as www.speakeasy.net: Minimum 120 carts or more 160 carts or more Download speed(Mbit/sec): 1.5 2.25 3.0 UpLoad speed(Mbit/sec): 0.5 0.75 1.0 c. Battery power to the Golf Car-mounted units at all times, and Customer agrees to allow power to be drawn from the Golf Course irrigation system(or other power sources)to supply radio repeater stations as needed. GPSL requires Customer must use deep-cycle batteries for all gas powered vehicles on which display units will be installed. 2. Customer Representative. Customer shall designate one employee to act as the liaison between GPSL and Customer("Customer Rep"). Customer Rep is responsible for facilitating all Customer obligations as required under this Agreement. 3. Post Installation Modifications.This Agreement provides for operation of the System based on the golf course and facilities as currently configured. Customer acknowledges that modifications required after the Date of Completion will be provided for an additional charge unless specifically included in this Agreement. Examples of such modifications are those that may be required due to environmental changes(vegetation growth or new construction)or re-configuration, renovation or changes to the golf facilities. 1-9.7 02102014-L GPSL Rental Agreement 5(8) GPSi Leasing, EXHIBIT C Service Terms and Conditions 1. Scope of Service. 1.1. Defective Components. 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("Service"). GPSL does not warrant that the operation of the System shall be uninterrupted or completely error-free. 1.2. Exclusions. Service shall not include: (1)maintenance, repair or replacement of parts damaged or failing to operate due to acts of God, including without limit storms, atmospheric disturbances, lightning,fire, hail, and flood; acts of government, including war;catastrophes,accident, neglect, misuse,failure of satellites, failure of electrical power,fault or negligence of Customer,causes external to the System or from any other cause beyond the control of GPSL; (2)service and repair of accessories, attachments, or any other devices that are not part of the System; (3)changes, modifications or alterations in or to the System required due to new construction or changes to the golf course or facilities; (4)graphical changes after acceptance of the System, (5)software damage caused by unauthorized use. 2. Customer Responsibilities 2.1. Problem Notification.Customer agrees to promptly notify Customer Support in the event of any System or component failure and provide diagnostic assistance to support GPSL's service efforts. 2.2. To Contact Customer Support.Customer shall have reasonable 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 status inquiries, contact Customer Support via email to support@gpsindustries.com. b. To report emergency or critical system issues,contact Customer Support by calling the toll free Customer Support line at 888-575-2901. 2.3. Component Replacement. 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 causes not covered by Service as described in paragraph 1.2. 2.4. RMA request for defective components.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 888-575-2901. If Customer Support determines that the component must be returned for repair, Customer Support will issue an RMA. Customer is then responsible for properly following procedures for returning components as instructed by Customer Support.Any request for special handling such as expedited repair, overnight return delivery, or non-business day delivery may be subject 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. Definition of Service Elements 3.1. Remote Diagnostics. GPSL accesses the course System via the Internet to perform system diagnostics, remote health monitoring or specific troubleshooting procedures to detect, identify or correct failures. 3.2. Software Updates and Enhancements. 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 software features or hardware product offerings that are sold separately. 3.3. On-site Service. 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-site services including labor, materials, and reasonable travel expenses are chargeable for site visits that result from out- of-scope problems. 3.4. Fleet Replacement. A golf car fleet replacement may require on-site assistance by a GPSL representative or additional cart mounting hardware or both. On-site services for fleet replacements are chargeable according to the rates listed on Exhibit D. GPSL REQUIRES 90 DAYS PRIOR NOTICE FOR ANY FLEET REPLACEMENT SERVICES. 1-9.7 02102014-L GPSL Rental Agreement 6(8) 2 GPSi Leasinguc EXHIBIT D Pricing of Additional Services Services not covered under Service Terms and Conditions(Exhibit C)or that may be requested from time to time are available according to the prices and terms below.All prices and terms for additional services are subject to change. Description Prices(USD) Graphical Changes $60/half hour Mapping Changes $60/half hour plus travel and expenses at reasonable cost Graphics Media 3D Video Flyovers: $1,000/14 hole set;$500!additional 7 hole set (Raw data files for Customer's use) 2D Hole Images: $500/18 hole set; $250/additional 9 hole set 2D Tracker Course Map: $200 On-site service for items not covered under $400 per half day on site plus$40 per hour travel time to and from site Service(due to external causes or at customer's plus travel and expenses at reasonable cost; plus any applicable request for additional services) material charges. Repair of GPS unit for damage not covered under $395 per unit plus shipping back to Customer Service Fleet Replacement Like-to-Like car changeover; (i.e. Club Car Precedent electric to Club Car Precedent electric which requires no additional or replacement mounting hardware), Customer may chose alternatives a or b(90 days advance notice required): a- By Customer(2-3 people)+ 1 GPSL $20/unit plus travel and expenses at reasonable cost employee b- By GPSL(2-3 people)on-site $42/unit plus travel and expenses at reasonable cost Fleet Replacement different type cars(90 days Quoted on case by case basis advance notice required): Payment Terms for Additional Services: For orders up to US$1,500,GPSL will provide services upon receipt and confirmation of the order.Payment will be due upon delivery of services.For orders of US$1,500 or more,GPSL requires a signed purchase order or a deposit payment equal to 50%of the order price with the final payment due upon delivery of services.GPSL at its sole discretion reserves the right to hold orders for accounts that have outstanding payables beyond terms.Scheduling of services depends on material lead-times and the backlog of service orders at the time of order confirmation. 1-9.7 02102014-L GPSL Rental Agreement 7(8)