HomeMy WebLinkAbout23-186Resolution No. 23-186
RESOLUTION
AUTHORIZING EXECUTION OF A FIRST AMENDMENT AGREEMENT TO GPS LEASE
AGREEMENT WITH CLUB CAR CONNECT, LLC FOR ADDITIONAL GOLF CAR GPS
HARDWARE AND SOFTWARE AT THE BOWES CREEK COUNTRY CLUB
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY QF 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 Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a First Amendment Agreement to GPS Lease Agreement
on behalf of the City of Elgin with Club Car Connect, LLC, for additional golf car GPS hardware
and software at the 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: September 27, 2023
Adopted: September 27, 2023
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
FIRST AMENDMENT AGREEMENT TO
GPS LEASE AGREEMENT
This First Amendment Agreement ("First Amendment Agreement") is hereby made and
entered into this 27 day of September , 2023, by and between the City of Elgin, Illinois, a
municipal corporation (hereinafter referred to as the "City") and Club Car, LLC, a Delaware
limited liability company (hereinafter referred to as "CCL").
WHEREAS, the parties hereto have previously entered into a GPS Lease Agreement
dated February 8, 2023, for the leasing and maintenance of Visage Software and Shark
Experience from CCL to the City, a copy of which is attached hereto and made a part hereof as
Attachment A (hereinafter referred to as "Original Agreement"); and
WHEREAS, the parties hereto have each determined it to be in their best interests to
amend the Original Agreement to add 73 units of the "Car Tracking Module" software as
described by the Module Selection Modification attached hereto and made a part hereof as
Attachment B.
NOW, THEREFORE, in consideration of the mutual promises and covenants provided
for herein, the sufficiency of which is mutually acknowledged, the parties hereto hereby agree as
follows:
1. The above recitals are incorporated into and made a part of this First Amendment
Agreement as if fully recited herein.
2. The Original . Agreement is hereby amended as provided in Attachment B
pursuant to the terms and conditions provided for by said Attachment B;
provided, however, that such terms and conditions of Attachment B shall only
apply to the leasing of the software identified thereby, and not to any equipment
and/or software currently leased by the City from CCL pursuant to the Original
Agreement. The terms of the Original Agreement shall otherwise continue in full
force and effect as to the equipment and/or software identified in the Original
Agreement.
3. In the event of any conflict between the terms and provisions of the Original
Agreement and Attachment B, the terms and provisions of Attachment B shall
control as to the goods identified by Attachment B. In the event there is no such
conflict, the terms and provisions of the Original Agreement shall apply to
Attachment B.
4. PAYMENT. In addition to the annual payment of $28,890 as provided in the
Original Agreement (as part of an original total sum of $115,560), City shall pay
an additional annual payment of $42,906. The first payment shall be due May 1,
2024 and final payment shall be due May 1, 2026. City has previously paid
$28,890 on May 1, 2023, per the Original Agreement. The total sum of all
additional remaining payments shall be $128,718.
5. COUNTERPARTS AND EXECUTION. This First Amendment Agreement may be
executed in counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement. This First Amendment Agreement may be
executed electronically, and any signed copy of this First Amendment Agreement
transmitted by facsimile machine, email, or other electronic means shall be treated in
all manners and respects as an original document. The signature of any party on a
copy of this First Amendment Agreement transmitted by facsimile machine, email, or
other electronic means shall be considered for these purposes an original signature
and shall have the same legal effect as an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
Agreement as of the date first written above.
CLUB CAR, LLC
Robert McElreath
Print Name
Wobee Mcg6-eath
Robert McElreath (Aug 19, 2023 09:59 EDT)
Signature
VP -Connected Technologies
CI : = ' LGIN
Richard G. Kozal,�City Manager
Attest:
Title City Clerk
Legal Dept\Agreement\Lease Agr First Amend -Club Car Connect-7-13-23.docx
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ATTACHMENT A
GPS LEASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 8th day of February . 2023,
by and between the City of Elgin, Illinois. a municipal corporation (hereinafter reTerred to as "City")
and Club Car. LLC. a Delaware limited liability company, (hereinafter referred to as "CCL").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein. the sufficiency ofwhich is hereby mutually acknowledged, the parties hereto hereby
agree as follows:
I . PURCHASE. City shall lease, and CCL shall lease to City the goods and/or services
described by Exhibits A. A and C attached hereto and made a part hereof.
2. TERMS. This Agreement shall he subject to the terms and conditions contained
herein and as provided by Exhibits A. B and C.
3. LAWNENUE. This agreement is subject to and governed by the laws of the State of
lllinois. Venue for the resolution of any disputes or the enforcement. of any rights arising out of or in
connection with this agreement shall be the Circuit Court of Kane County, lllinois. CCL 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 CCL agrees that service by first
class U.S. mail to Club Car, LLC. 1074 N. Orange Avenue. Sarasota. FL 34236 shall constitute
effective service. Both parties hereto waive any rights to a jury.
4. NO MODIFICATION. There shall be no modification of this agreement. except in
writing and executed with the same formalities as the original.
5. INTEREST. CCL hereby waives any and all claims or rights to interest on money
claimed to be due pursuant to this agreement. and waives any and all such rights to interest to which
it may otherwise he entitled pursuant to law, including, but not limited to. pursuant to the Local
Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended. or the lllinois Interest Act
(815 1LCS 205/1. c1 seq.), as amended. The provisions of this paragraph shall survive any expiration.
completion and/or temtination of this agreement.
6. EXECUTION. This agreement may be executed in counterparts. each of which shall
be an original and all of which shall constitute one and the same agreement. For the purposes of
executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail
shall be treated in all manners and respects as an original document. The signature of any party on a
copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes
as an original signature and shall have the same legal effect as an original signature. Any such faxed
or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an
original document. At the request of either party any fax or e-mail copy of this agreement shall be
re -executed by the parties in an original form. No party to this agreement shall raise the use of fax
machine or e-mail as a defense to this agreement and shall fbreverwaive such defense.
7. CONFLICT. In the event of any conflict between the terns and provisions of this
purchase agreement and any Exhibits hereto. the terms and provisions of this purchase agreement
shall supersede and control. In the event of any conflict between the terms and provisions of Exhibits
A, B and C hereto. the terns and provisions of Exhibit A shall supersede and control.
8. PAYMENT. One (1) payment of $28,890.00 shall be paid annually in advance due
on May l of each year of the Minimum License Term for a total sum of $115,560.
9. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary
damages in excess of the purchase price contemplated by this agreement. In no event shall either
party hereto be liable for any consequential. special or punitive damages. or any damages resulting
from loss of profit.
10. INDEMNIFICATION. To the fLllest extent permitted by law, CCL agrees to and
shall indemnify and hold harmless the City. its officers, employees, boards and commissions from
and against any and all claims. suits, judgments. costs, attorney's fees, damages and all relief or
liability arising out of or resulting from or through or alleged to arise out of any negligent acts or
omissions of CCP or CCP's officers, employees. agents or subcontractors in the performance of this
agreement, including but not limited to, all goods delivered or services or work performed hereunder
for damages to third party property or injury to persons to the extent of such negligent acts of
omissions of CCL, CCL's officers, employees. agents or subcontractors in the performance of this
agreement; including but not limited to all goods delivered or services or work performed hereunder.
In the event of any action against the City, its officers. employees. agents, boards or commissions
covered by the foregoing duty to indemnify and hold harmless, such action shall be defended by legal
counsel of the City's choosing.
11. LIMITATION OF ACTIONS. CCL shall not be entitled to. and hereby waives. any
and all rights that it might have to tile suit or bring any cause of action or claim for damages against
the City of Elgin and/or its of iliates, officers, employees, agents, attorneys. boards and commissions
of any nature whatsoever and in whatsoever forum after two (2) years from the date of the termination
of this Agreement.
12. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
13. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended
and shall not be construed to alter, limit. or constitute a waiver of any of the civil immunities afforded
the City or its officials. officers, employees and/or agents pursuant to the Local Governmental and
Governmental Employees 'fort Immunity Act at 745 ILCS 10/1-101. et seq., as amended. the
Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, and/or as otherwise
provided by law. it being agreed that all the civil immunities as set forth in such Acts. as amended,
and/or as otherwise provided by law shall fully apply to any claims asserted or which might be
asserted against the City and its respective officials. officers, employees and/or agents as a result of
this agreement or any actions of the Parties pursuant to this agreement.
14. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended
and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to
the contrary in this agreement. it is agreed and understood that no third party beneficiaries are intended
or shall be construed to be created by the provisions of this agreement and it is the intention of the
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parties hereto that no action may be commenced by any person or entity against the City or its
respective officials. officers, employees, agents and/or other related persons or entities for monetary
damages for any alleged breach or failure to provide services described in this agreement. The
provisions of this section shall survive any expiration and/or termination of this agreement.
15. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period
ending December 31. The obligations of the City under any contract for any fiscal year are subject
to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue
in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any
fiscal year during the term of this agreement, sufficient funds for the discharge of the City's
obligations under the contract are not appropriated and authorized. then the agreement shall terminate
as of the last day of the preceding fiscal year. or when such appropriated and authorized funds are
exhausted. whichever is later, without liability to the City for damages, penalties or other charges on
account of such termination. In the event of non -appropriation of funds, City shall certify in writing
that (a) funds have not been appropriated for the fiscal period in question and (b) City has exhausted
all funds legally available for the subject payments. If City terminates this agreement due to non -
appropriation of funds, City may not purchase, lease or rent. during such fiscal period, equipment
performing functions substantively similar to those performed by the System for the duration of the
full original term of this agreement.
The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the
Seller contractually and has been authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written.
CLUB CAR, LLC
Robert McElreath
Print Name
Aka tg eag
Anhen ION! on.. AP IMPOST.
Signature
VP -Connected Technologies
Title
CIT ' .GIN
Richard G. Kozal, City 1!nager
Legal Uep11AgicemenIU.ra.cc Agr-Club C'ar Cnnnect•Rrdlincd-I-1I.23 docx
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3. Payments. For payments due following the Minimum License Term, Customer shall make all Payments stated
in this Agreement in advance beginning on the Date of Delivery. 1f the Date of Delivery is between the 1" and
15r" day of the month. all Payments will be due on the 15th day of each month. If the Date of Delivery is between
the 16th and the last day of the month, aN Payments will be due on the 14 day of each month. All amounts payable
under this Agreement are payable al CCL's address above or at such other address as CCL may specify in
writing from time to time. Time is of the essence for all obligations arising hereunder.
4. Data. Data collected by the Visage Software and the Shark Experience is the property of CCL and is shared
with channel partners to enhance CCL's product offerings. Data is also shared with Shark Experience sponsors
and advertisers to support the Shark Experience offering. Data regarding end users (i.e., golfers) will be shared
with Customer at Customer's request, Customer agrees to: (i) implement reasonable privacy controls to protect
such data: (ii) only use such data for its own purposes, and (iii) not sel or provide any such data to third parties.
5. Ownership. CCL 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 CCL 10 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. CCL may encumber, sell, lease, or otherwise finance the
System, although such actions will not relieve CCL of its obligalons under this Agreement. Customer agrees to
execute and deliver from time to time as requested any document necessary or desirable to evidence CCL's or
its assigns ownership of and all rights to the System. CCL or its assigns may, upon notice to Customer. at a
reasonably agreed upon time, enter onto Customer's property and remove the System following the termination
of this Agreement. Without limiting the generality of the foregoing, to secure Customer's payments under this
Agreement, Customer agrees to give CCL a security Interest in the System and all additions, attachments.
updates. accessories and substitutions to it Customer agrees to any assignment of that security interest
6. Customer Responsibilities. Customer hereby agrees to the following responsibilities as a part of this Agreement:
6.1. Customer shall store safely and properly secure the System in a reasonably safe area protected from
the weather when not in use.
6.2. Customer shall not install software unauthorized by CCL on the System.
6.3. Customer assumes responsibility for all risk of loss to the System and all of its components from the
time any of the components arrive at the Customer's premises. Customer shall procure 'NI Risk"
property loss (personal business property & equipment) and general public liability insurance covering
the system and its use and shall name Club Car, LLC and its assigns as additional named insured and
loss payee. Customer shall provide CCL with certificates or other evidence of insurance. acceptable to
CCL, before this Agreement Term begins.
6.4. Customer shall use the System in accordance with all applicable laws, statutes, rules, and regulations
('Laws') pertaining to operation and use of the System or the Golf Cars and is responsible for ensuring
compliance with Laws during the Term (and any extensions) of this License Agreement.
6.5. ff requested. Customer will reasonably cause third -parties to execute any leasehold or other waivers
regarding the attachment of the System components to any vehicle. or other attachment to property.
6.6. At the termination of this Agreement. in case of default, if not extended, or otherwise modified, Customer
agrees to provide CCL with' reasonable access to Customer's facility for removal of the System.
Customer shall be responsible for repair or replacement of any damaged or missing System
components.
7, !Maintenance Serviri CCL shall provide service based on the Service Terns and Conditions. set forth in Exhibit
B, for a period beginning with the Date of Delivery and ending at the conclusion of the Term.
S. Software License. Customer understands that CCL does not sell its software. For the Term, CCL grants
Customer a limited nontransferable, non-exclusive license to use the Visage Software and the Shark Experience
only in conjunction with the System and only as expressly authorized in this Agreement. 'Visage Software'
means system software included with the System provided to Customer and the features selected by or provided
to Customer hereunder. Customer shall (i) hold Visage Software and the Shark Experience 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 Visage Software and Shark Experience 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 Visage Software or the Shark Experience. (iii) not remove any Club Car or Verizon copyright,
trademark or other proprietary notice from Visage Software or the Shark Experience and shall reproduce all such
notices on copies made by Customer. (iv) not transfer Visage Software or the Shark Experience or assign any
license or rights regarding the Visage Software or Shark Experience; (v) not permit unauthorized access to Shark
Experience or interfere with security technologies employed by Shark Experience to prevent unauthorized
access: and (v1) use content made available through Shark Experience in any manner that constitutes an
infringement of third party intellectual property rights, including under U.S. copyright law.
9. Events of Default and Remedies.
9.1. In the event that Customer violates any provision of this Agreement (including non-payment) and such
violation.continues for a period of at least twenty (20) days after notice in writing of such default from
CCL, Customer shall be deemed to be in default and CCL may (at its sole election), In addition to any
other legal or equitable remedy permitted by law:
9.1.1. disable or remove the System;
9.1.2. terminate this Agreement and Customer's rights herein and retain any and all prior payments
paid to CCL by Customer ('Termination").
9.1.3. This Section 11.1. without limitation. shall survive termination of this Agreement.
9.2. In addition to the other events of default under this Agreement, either party shall be in defautt if (i) a
petition in bankruptcy is filed by either party; (II) If a petition In bankruptcy is filed against either party
and is not dismissed within 30 days of the date it is filed: or (iii) if a party has a receiver appointed or
makes an assignment for benefit of creditors.
10. Assvnment. Customer acknowledges that CCL 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.
11. Warranty: Disclaimer: Limitation of Liability.
11.1. Provided that the System Is maintained properly pursuant to Customer's obligations under this
Agreement. CCL 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 acmowledges 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 IN THIS SECTION 14 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 CCL'S SOLE LIABILITY WITH REGARD TO THE
SYSTEM. CCL 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
CCL 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 CCL'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 CCL.
PROVIDED, HOWEVER, THAT CCL 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.
CCL 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.
11.2. CCL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, DIRECTLY OR
INDIRECTLY, EXPRESS OR IMPLIED. AS TO THE SUITABILITY. DURABILITY, FITNESS FOR USE,
MERCHANTABILITY, CONDITION. QUALITY. OR NON -INFRINGEMENT OF THE WIRELESS
SERVICE PROVIDED BY VERIZON WIRELESS.
11.3. CCL WILL HAVE NO LIABILITY TO CUSTOMER OR ANY END USER:
11.3.1. FOR ANY CAUSES OF ACTION. LOSSES OR DAMAGES OF ANY KIND WHATSOEVER
ARISING OUT OF (i) MISTAKES. OMISSIONS. INTERRUPTIONS, ERRORS. OR DEFECTS
IN FURNISHING WIRELESS SERVICE; OR (ii) FAILURES OR DEFECTS IN THE VERIZON
WIRELESS NETWORK OR SYSTEMS.
11.3,2. FOR CLAIMS OR DEMANDS OF ANY KIND OR NATURE, INCLUDING USE OR INABILITY
TO USE THE SHARK EXPERIENCE. THE WIRELESS SERVICE OR EQUIPMENT
RELIANCE ON ANY DATA PROVIDED OR OBTAINED THROUGH USE OF THE WIRELESS
SERVICE OR EQUIPMENT. ANY INTERRUPTION, DEFECT, ERROR, VIRUS, OR DELAY
IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF
DATA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
11 4 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY. ANY END USER. OR ANY OF THEIR
RESPECTIVE EMPLOYEES OR AGENTS. OR ANY THIRD PARTY, FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
11.5. ALL LIMITATIONS OF LIABILITY AND DISCLAIMERS STATED IN THIS AGREEMENT ALSO APPLY
TO CCL'S THIRD PARTY LICENSORS, PROVIDERS. PARTNERS. AND SUPPLIERS AS THIRD
PARTY BENEFICIARIES OF THIS AGREEMENT.
12. 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
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 er remedy.
If any term of this Agreement Is for any reason invalid or unenforceable, the rest o1 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. 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, All work performed by CCL in connection with the services to
be performed under this Agreement shall be performed by CCL as an independent contractor and not as the
agent of Customer. CCL may subcontract any or all of the work to be performed under this Agreement but shall
retain full responsibility for the work so subcontracted.
Shark Experience Rider
This Agreement includes a no -cost subscription to the Shark Experience. The Shark Experience will have sponsored content
(as detailed below). Also. there may be paid advertising within the media content. Customer acknowledges and agrees
Customer's ability to display marketing or advertising on the Visage System will be limited to 6 display opportunities per 18
holes (3 per 9 holes). Such displays will be limited to intemal promotions at the Golf Course and shall not promote the good or
services of any third party. Club Car and GN Media each reserve the rights to revise the Shark Experience and Visage
Software such that features and/or content are added or removed at their sole discretion and any such revisions shall not be
deemed a breach of This Agreement.
Definitions
1. 'Shark Experience" means a multi -faceted application developed by GN Media and delivered by the Visage display unit
on CLUB CAR® golf cars to engage and entertain golfers during a round of golf. and which Includes Media Services.
2. 'Media Services' means. without limitation, cached video and streaming audio content. providing radio broadcasts of live
sports, breaking news and sports updates. shows, golf tips, music, and sports scores.
3. 'Shark Experience' means enabling the respective features (as defined below) for all connected Golf Cars at the course
to receive the Shark Experience.
Shark Experience Package
• Bluetooth Pairing.
. Sports Ticker & Slats,
. Weather Temp,
. Entertaining Videos,
• Streaming Radio.
. Greg Norman Golf Tips.
Sponsored Content will be included In multiple arees of the Shark User Interface:
Shark HOME page (rotating carousel and banner ads)
Shark GOLF Page (rotating vertical 1/6°i page ads)
Shark MUSIC Page (rotating banner ads)
EXHIBIT B
Fleet Management Modules
The Club Car Connect golf car with Shark Experience comes standard with the Visage System, the Standard Connectivity
and Golfer Experience Modules. Refer to page 1 for Fleet Management features included in the Agreement. additional
features are available for subscription.
Standard Connectivity Module:
• Battery status indicator and vehicle
'on charge' display,
•
Broadcast messaging such as
promotions, weather alerts,
•
Electronic scorecard: Request
email or print at end -of -round,
• Vehicle status — on -charge.
• Service notifications — battery levels
and faults.
•
Electronic info holder with
players' names and messaging,
•
Email address report
• Odometer (miles, hours & amp
hours),
• Serial number and model year,
Connected"' CarTrackinn Module:
• Real-time position of vehicles and
equipment,
• 'Pace notifications.
• Pace -of -play reporting,
•
Pop-up notifications- pace -of -
play.
• Find car — current or last known
•
Marshal car mode to include
•
Real-time messaging to and
location (worldwide).
• Vehicle drive history,
•
messaging to marshal,
Rounds played reporting,
•
from clubhouse,
Message Togs.
• Pace -of -play tracking,
Connected"' Car Control Module:
• Fleet lockdown,
• Vehicle staging.
• Max speed setting (Electric car only);
• Action zone control:
o Gas cars — stop/reverse,
o Electric cars — stop/reverse and
variable speed control,
Golfer Experience Module:
• Action zone messaging,
• Geofence,
• Anti -tamper,
• Vehicle grouping by department,
vehicle type, membership,
marshal, etc.,
• Pop-up notifications — action
zone violation,
• Car path only,
• Visual notification — vehicle
speed change or action zone
violations.
• Dynamic distances to pins and points
of interest,
• Touch screen for distance,
• Tee shot distance.
• Blind tee shot,
• Pin placement manager.
• Food & Beverage Ordering.
Tournament Connect:
Provides interface to leading
Tournament Management
providers.
VISAGE AdMan (Ad Manager)
Shark Experience:
• Umlted 10 6 display opportunities as
defined on the Shark Experience
Rider.
EXHIBIT C
Service Terms and Conditions
1. Scope of Service.
1.1. pefective Comoonents, CCL shall provide maintenance service as provided for in paragraph 2.3 and 2.4
below. at its expense, to repair. modify or replace the Visage GPS system {inclusive of the Software, the
"System') components, as necessary that are defective In workmanship ('Service"). CCL does not warrant
that the operation of the System shal be uninterrupted or completely error -free.
1.2. Exdgsions. Service shall not Include, and CCL shall not be liable for any interruption in service. delay in the
delivery, or disruption of performance of the System resulting from: (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; ads of govemment, including wan 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 CCL; (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 10 support CCL's service efforts.
2.2. To Contact Customer Support. Customer shall have reasonable access to Customer Supportduring 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
sar-cams@clubcar.com.
b. To report emergency or critical system issues, contact Customer Support by calling the toll -free
Customer Support fine at 888-575-2901.
2.3. Component Replacement, Customer agrees to perform the task of changing out replacement components
provided by CCL, Customer will be billed for repair or replacement of retumed components that have been
damaged.
2.4. RMA request for defective comoonents. A Retum 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 CCL. CCL agrees to pay for
return shipment to Customer.
2.5. An untl$strlcted broadband Internal connection et each location on the Bolt Course Ma/ nada ocean
10 a VVlftarr4 System (lncludlnp Fd,§ order futfillmentl; for the duration of this Agreement for System
installation, monitoring and maintenance service. The intemet connection must provide the following
minimum speeds:
Minimum 120 carts or more 160 carts or more
Download speed (Mbitlsec):
1.5
Upload speed (Mbit/sec):
0.5
2.25
3.0
0.75
1.0
2.6, battery power to the Golf Car -mounted units at all times, and Customer agrees to allow power to be drawn
for wi-fi access points and other System equipment as needed.
3, Definition of Service Elements
3.1. Remote Diaanostics CCL 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 end Enhancements. CCL 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. CCL may dispatch a technician to Customer's site to address the problem. On -site services
induding labor. materials. and reasonable travel expenses are chargeable for site visits that result from
problems excluded from Service (defined in section 1.2 above). Customer agrees to provide reasonable
access to on -site facilities to CCL. Verizon or its agents to address system performance problems and
enhancements as required.
4. force Maieure. CCL 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.
5. Pricing of Additional Services. Services not covered under these Service Terms and Conditions or that may be requested
from time to time are available according to the prices end terms below. Ali prices and terms for additional services are
subject to change. For orders up to US$1,500, CCL 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, CCL 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. CCL 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 end the backlog of service orders at the time of order confirmation.
eescriotlon
Graphical Changes
Mapping Changes
Graphics Media
(Raw data files for Customer's use)
On -site service for items not covered under
Service (due to external causes or at customer's
request for additional services)
Repair of GPS unit for damage not covered under
Service
pricers IUSP
$65 / half hour
$65 / half hour plus travel and expenses at reasonable cost
3D Video Flyovers: $1,000/14-hole set. $500/ additional 7-hole set
2D Hole Images: $500/18-hole set; $250/ additional 9-hole set
20 VCC Course Map: $200
$400 per half day on site plus $40 per hour travel time to and from site
plus travel and expenses at reasonable cost; plus, any applicable
material charges.
Level 1; $100 — Damage to exterior plastic housing. Does not include
damage to the touch screen or LCD display,
Level 2: $200 — Broken or cracked touch screen or LCD display,
Level 3: Complete loss induding water damage or damage to intemal
components.
Replace with refurbished VDU $600
Replace with new VDU $800
Fleet Replacement Like4o-Like car changeover; (i.e. Club Car Tempo electric to Club Car Tempo electric which requires no
additional or replacement mounting hardware), Customer may select option a or b (90 days advance notice required):
a• By Customer (2-3 people) + 1 CCL
employee
b- By CCL (2-3 people) on -site
Fleet Replacement different type cars (90 days
advance notice required):
$20/unit plus travel and expenses at reasonable cost
$42/unit plus travel and expenses at reasonable cost
Quoted on case by case basis
Insurance Instructions
Customer: Bowes Creek Country Club
Equipment Location: 1250 Bowes Creek Blvd, Elgin, IL 60124
The Customer has entered into an agreement with Club Car, LLC ('CCL') for the following equipment.
CCL requires certain insurance coverage for the Term of the Agreement. The required insurance
includes: _
A. "All Risk" personal business property and equipment insurance covering the complete System
including stationary equipment and mobile GPS displays mounted on vehicles (as listed in the
Agreement) owned by or in which CCL has a security Interest, in an amount not Tess than the full
replacement value of the equipment. with Club Car, LLC named as loss payee.
Replacement values: Stationary and wireless equipment $5,000: Mobile equipment: GPS displays
mounted on vehicles — $800/unit.
B. Public Liability Insurance naming Club Car, LLC as an additional Insured with the proceeds to be
payable first on the behalf of CCL to the extent of its liability, Reny, The amount of the Public
Liability Insurance shall not be Tess than $1,000,000.00, combined single limit.
C. Each policy shall provide that: (i) CCL will be given not less than thirty (30) days prior written notice
of cancellation or non -renewal, (i) it is primary insurance and any other insurance covering CCL
shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as
against CCL for any violation of any term of the policy of the Customer's application therefore.
A certificate evidencing such coverage should be emailed or faxed to Club Car at:
sar-pmg@clubcar.com
(480) 383-6799 (Fax)
Club Car, LLC
1074 N. Orange Ave
Sarasota, FL 34236
Legal DeplMgreemenitease Agr-Club Car Connecl.Redlined-1-12-23 Exhibits A-C.docx
Club Car
ATTACHMENT B
TO FIRST AMENDMENT AGREEMENT
TO GPS LEASE AGREEMENT
Club Car Connect License and Service Agreement Amendment
Module Selection Modification
THIS AMENDMENT ("Amendment") amends that certain Club Car Connect License and Service Agreement dated as of
February 8, 2023 (the "Agreement").
1. Customer has requested the following modification to the selected Visage Software Selections:
Add/Remove/Chanqe Unit Quantity Software Description
Add
73 Car Tracking Module
2. Visage Software selections are revised as follows:
Software Selections
Description
Units
PricelUnit
Monthly
10" LCD Touchscreen with Integrated Speakers, Standard
Connectivity and Golfer Experience Modules
77
$375.19
$28,890.00
Shark Experience Package: Bluetooth pairing and Shark features. Refer
to the Shark Experience Rider for details:
73
$0.00
$0.00
Fleet Management (Refer to Exhibit A for details):
Connected ,rn Car Control Module
73
--
Included
Additional Units for Beverage Cars (2); Marshal Car (2)
4
--
Included
Connected m, Car Tracking Module
73
$192.00
$14,016.00
Total Payment per Year USD
$42,906.00
3. Car Tracking. Customer shall have use of the Car Tracking module at no additional charge until April 30, 2024. Customer
agrees to begin paying for Car Tracking beginning with the annual payment due May 15, 2024, and annual payments due
thereafter for the remaining Term per the schedule below.
4. Payment Schedule.
Payments (Annual)
# Payments
Due
1
May 2023
$28,890.00
Previously paid
11
Jun 2023 - Apr 2024
$0.00
I
May 2024
$42,906.00
11
Jun 2024 - Apr 2025
$0.00
1
May 2025
$42,906.00
11
Jun 2025 -Apr 2026
$0.00
1
May 2026
$42,906.00
11
Jun 2026 - Apr 2027
$0.00
Total
$157,608.00
1 (2)
All of the other terms and conditions of the Agreement shall remain in full force and effect.
CLUB CAR, LLC CITY OF ELGIN
Print Name Richard G. Kozal, City Manager
Signature
Attest:
Title City Clerk