19-50 Resolution No. 19-50
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 Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
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: March 20, 2019
Adopted: March 20, 2019
Vote: Yeas: 8 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
01G PS'•
Date: March 14, 2019
Dear Customer:
In executing the enclosed documents, please carefully observe the following items:
1. Ensure that your company's legal name and Tax ID appear correctly.
2. Invoices will be sent through email, please ensure that the appropriate billing contact name and
billing email are listed correctly.
3. For each signature block, please have an authorized party(corporate officer, partner, owner) sign
and date.
4. Please consult with your GPSI representative prior to making any changes.
5. Payments. It is essential to review the payment terms to understand when Payments are due
including any Security Deposits or advance payments.
6. We have provided an automatic bank draft form to enroll in electronic funds transfer of the monthly
payment amounts. Please complete the EFT form and enclose a voided check. Enrollment is
required under the payment terms of the agreement; however, if you are restricted or decline to
enroll in the EFT program, GPSI requires the first month's payment in advance in addition to the
security deposit(2 payments in advance).
7. Credit Application. Please complete and return the enclosed credit application.
8. 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 GPSI as soon as possible.
9. If you are claiming a sales tax exemption, a valid certificate must be completed, signed and returned
to GPSI. We have enclosed a blanket certificate of resale, which can be used for most US states&
certain Canadian provinces. Some states require a state specific form. If applicable, please provide
your state specific form.
Electronic copies are sufficient and may be sent to either our fax at(480) 383-6799 or through email to
pmg@gpsindustries.com. Acceptance and scheduling of your order can take place once we have received all of
the signed documents.
Thank you, we appreciate your business!
GPSI Leasing, LLC
f )
Equipment Rental Agreement
Issued Date March 14,2019
Customer Information
Full Legal Name('Customer") Course Name
City of Elgin, an Illinois Municipal Corporation Bowes Creek Country Club
Equipment Location/City!County!State/Zip Type of Organization
1250 Bowes Creek Road, Elgin, IL 60124 Municipality
Billing Address!City/County/State!Zip(it different) Organization Jurisdiction
150 Dexter Court, Elgin IL 60120 Illinois
Billing Contact Name Title Phone: (8471 931-6195 Tax Identification Number
Mike Lehman Director of Golf E9996-0771-07
Billing Email'Lehman_M@cityofelgm org
Course Information
#Holes Golf Car Make!Model/Year!Power!Motor Controller Installation Type
18 2019 Club Car Tempo Field
Equipment
Quantity Equipment Description Product:i3 Visage*
73 Visage CPO Display Installed on Vehicle Selected Options:
73 Standard Connectivity."Module None
73 Connected T"Car Control Module
73 Golf Experience Module
'See attached Exhibit A for a
detailed descnpaon of selected options
Term and Pa ments
Term(Months) Payment: #Security Payment 3 F MA M 3 3 A SOND
48 Deposit Months x
$26,280.00 plus tax(USD) 0 lx indicates
payment montm
Seasonal payments are due in the month of May,no payments due in the off season months June—April.
TERMS AND CONDITIONS
1. System.Customer shall rent a mobile golf information system comprised of the equipment listed above enabled with the selected Modules
further described on Exhibit A(the"System').The Visage CPO(Certified Pre-Owned)System is comprised components that have been
reconditioned and factory tested in accordance with industry standard practices.
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 the"Date of Completion"(as defined In Exhibit B attached hereto).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 90 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 1st 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 16'h and the last day of the month,all Payments will be due on the lstday of each month.All amounts
payable under this Agreement are payable at GPSI's address below or at such other address as GPSI 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 (See sections 7 and 12 3 on the following pages) If Customer is tax-exempt,Customer
agrees to provide satisfactory evidence of exemption.
5. Installation.GPSI shall deliver and install the System at Customer's location above based on the Installation Terms and Conditions,set forth
in Exhibit B.
6 Maintenance Service GPSI shall provide maintenance service based on the Service Terms and Conditions,set forth in Exhibit C.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 GPSI 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 GPSI CUSTOMER CERTIFIES ALL ACTIONS REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT.INCLUDING
CUSTOMER S AUTHORITY HAVE BEEN FULFILLED ACCEPTANCE OF THIS AGREEMENT IS SUBJECT TO FINANCIAL QUALIFICATION AND CREDITWORTHINESS OF
CUSTOMER CUSTOMER SHALL PROVIDE A CREDIT APPLICATION AND FINANCIAL STATEMENTS AS REQUESTED BY GPSI 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("GPSI") CUSTOMER
1074 N.Orange Ave.,Sarasota,Florida,34236 City of Elgin
Auth i d Sign to Who lay
X
Weft 1�IGO-P,atGt
Pnnt Name and Title Effective Date Pnnt Name and Till Date
Robert McEtreath VP-Connected Technologies Mdr 19,2019 Richard G.Kozal,City Manager March 20,2019
A ST: pzezz.A
City Clerk
10n
(GPSI Rental Agreement Terms and Conditions Continued)
7. Taxes.All Payments made under this Agreement shall be net to GPSI.Customer shall pay all taxes,tax pass along,assessments,and any sales,
use,personal property,privilege,value-added taxes,import duties,excise taxes and import brokerage fees incurred in connection with the System
or otherwise with respect to this Agreement.If the System is subject to personal property tax,GPSI shall have the option to bill and collect these
charges when assessed or to establish a personal property tax account("PPTA"). .Customer is a governmental entity and a tax-exempt
organization.
8. Ownership.GPSI 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 GPSI
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.GPSI may encumber,sell,lease,or otherwise finance the System,although such actions will
not relieve GPSI of its obligations under this Agreement.Customer agrees to execute and deliver from time to time as requested any document
necessary or desirable to evidence GPSI's or its assigns ownership of and all rights to the System. GPSI or its assigns may,upon notice to
Customer,and at reasonably mutual 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 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 GPSI a security interest in
the System and all additions,attachments,updates,accessories and substitutions to it. Customer also agrees to any assignment of that security
interest.
9. Software License.Customer understands that GPSI does not sell its software. For the Term,GPSI 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 GPSI 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.
10. Force Maieure.GPSI 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.
11. 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 two percent(2%)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.
12. Customer Responsibilities.Customer hereby agrees to the following responsibilities as a part of this Agreement:
12.1. 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 GPSI. 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 GPSI or persons
authorized by GPSI. Customer shall not make any additions,subtractions or alterations affecting the System without the written consent of
GPSI.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 GPSI,or attach anything to or remove anything from the System.
12.2. Customer shall not install software unauthorized by GPSI on the System.
12.3. 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"All Risk"property loss(personal business property&equipment)and general public liability
insurance covering the system and its use and shall name GPSI Leasing and its assigns as additional named insured and loss payee.
Customer shall provide GPSI with certificates or other evidence of insurance, acceptable to GPSI, before this Agreement Term begins. If
Customer does not procure the insurance required, GPSI may obtain such insurance and pay the amounts due thereon. Customer will
reimburse GPSI,upon demand,for the amount of such payment or cost of such performance.Even if the System is damaged,lost or stolen
Customer shall fulfill all of its obligations hereunder.
12.4. 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.
12.5. At the termination of this Agreement,in case of default,if not extended,or otherwise modified,Customer agrees to provide GPSI with
reasonable access to Customer's facility for the de-installation and removal of the System. Prior to GPSI'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. GPSI 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.
13. General
13.1. Assignment.Customer acknowledges that GPSI 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.
13.2. Events of Default and Remedies.
13.2.1.In the event that the Customer violates any provision of this Agreement and GPSI believes the System or any property or
rights of GPSI to be threatened,GPSI may immediately disable the System. In addition,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 GPSI,Customer shall be deemed to be in default and GPSI may(at its sole election),in addition to any
other legal or equitable remedy permitted by law:
a. remove or disable the System;
b. terminate this Agreement and Customer's rights herein and retain any and all prior payments paid to GPSI by
Customer("Termination").
02282019 2(11)
GPSi Rental Agreement
c. This Section 13.2.1,without limitation,shall survive termination of this Agreement.
13.2.2.In the event that GPSI 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,GPSI 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 GPSI cannot reasonably remedy the
breach within twenty(20)days,the twenty(20)day period shall be extended for as long as GPSI diligently pursues such
corrective action in a prompt and reasonable manner,not to exceed ninety(90)days.
13.2.3.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.
13.3. 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 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.
13.4. Provided that the System is maintained properly pursuant to Customer's obligations under this Agreement,GPSI 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 GPSI'S SOLE LIABILITY WITH REGARD TO THE SYSTEM. GPSI 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 GPSI 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 GPSI'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 GPSI,PROVIDED,HOWEVER,THAT GPSI 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,GPSI 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.
13.5. 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. 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. Customer shall allow GPSI to reference Customer in various marketing material or corporate literature,and to the
use of approved photos of the Customer's facility for various marketing materials or media. Customer further agrees to allow GPSI to
reference it in a press release or other media announcing it as a new location for its System.Any information and data arising out of or in
connection with Customer's use of the System shall be owned jointly by GPSI and Customer.All work performed by GPSI in connection
with the services to be performed under this Agreement shall be performed by GPSI as an independent contractor and not as the agent of
Customer.GPSI may subcontract any or all of the work to be performed under this Agreement but shall retain full responsibility for the work
so subcontracted.
13.6. Arbitration.The parties each hereby irrevocably consent to arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association("AAA"),for the resolution of all disputes arising under or in connection with this Agreement.Any such arbitration
shall be conducted by one arbitrator selected by the AAA.The parties waive any all rights to discovery,including without limitation the taking
of depositions. The arbitrator shall not have subpoena power. The arbitrator shall use their best efforts to conclude such arbitration and
issue a decision within 30 days after the selection of the arbitrator.The decision of the arbitrator shall be final and binding upon the parties,
and judgment in accordance with the decision may be entered in any court having jurisdiction thereof.The parties hereby agree and
consent that any such arbitration shall be conducted in Kabe County,Illinois.
13.7. Supplemental or Replacement Provisions. Notwithstanding any provision to the contrary in this Agreement,supplement or replacement
provisions,if any,shall be set forth on Exhibit E attached hereto.
02282019 3(11)
GPSI Rental Agreement
EXHIBIT A
Visage Software Modules
The Tempo i3 comes standard with the Visage System and the Standard Connectivity TM Module.Additional modules are
available for subscription as indicated on page one of this Agreement.
Standard ConnectivityTM Module:
• Battery status indicator and vehicle • Overview display of each hole, • Electronic scorecard: Request
"on charge"display, • Broadcast messaging such as email or mobile number prior
• Vehicle status—on-charge, promotions,weather alerts, to scoring, (1st green)and
• Service notifications—battery levels • Sponsorship and advertising again at end-of-round,
and faults, display slots, • Email address report.
• Odometer(miles, hours& • Electronic info holder with
hours), players' names and messaging,
• Serial number and model year,
ConnectedTM Car Tracking Module:
• Real-time position of vehicles and • Pace notifications, • Pop-up notifications-pace-of-
equipment, • Pace-of-play reporting, play,
• Find car—current or last known • Marshal car mode to include • Real-time messaging to and
location(worldwide), messaging to marshal, from clubhouse,
• Vehicle drive history, • Rounds played reporting. • Message logs.
• Pace-of-play tracking,
Connected TM Car Control Module:
• Fleet lockdown, • Action zone messaging, • Pop-up notifications—action
• Vehicle staging, • Geofence, zone violation,
• Max speed setting(Electric car only), • Anti-tamper, • Car path only,
• Action zone control: • Vehicle grouping by • Visual notification—vehicle
o Gas cars—stop/reverse, department, vehicle type, speed change or action zone
o Electric cars-stop/reverse and membership, marshal,etc., violations.
variable speed control,
Golf Experience Module:
• Dynamic distances to pins and • Tee shot distance, • Pin placement manager,
points of interest, • Food and beverage ordering, • Food and beverage reports.
• Touch screen for distance, • Blind tee shot,
Tournament Connect: Interface to Ad Event: (Included with purchase 3D Flyovers:
leading Tournament Management of Tournament Connect) • Audio description of hole,
providers for access to: Publish ads for multiple • 3D flyover graphics.
• Leaderboard, tournaments simultaneously.
• Tournament Manager.
VISAGE Ad Manager:
AdMan: Included with the VCC AdMan Pro:
• Image Gallery, AdMan,plus access to and
• Scheduled&automatically published control over all advertising on
ads, the System and retaining all
• Green to Tee spots, such revenues.
• Fairway-Full and Insert spots.
02282019
GPS1 Rental Agreement 4(11)
EXHIBIT B
Installation Terms and Conditions
1. To facilitate installation, Customer agrees to provide the following:
a. Access to all areas of the site where System is to be installed.
b. Facility information that Customer can provide such as GPS data, mapping data, facility design, graphics,
photographs or aerial photos.
c. Physical, mechanical, and electrical modifications reasonably requested for System installation.
d. 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 for
System installation, 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
e. 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. GPSI requires Customer must use deep-cycle batteries for all gas powered vehicles on which
display units will be installed.
f. The golf car fleet on-site and ready for installation.
g. Not fewer than two Customer staff members full time for three days(per 18 holes)to provide labor to
assist GPSI with installation of the golf cart mounted display components including removal of any prior
existing hardware. Customer's personnel during this period will be trained on the installation,
maintenance and replacement of the display units.
2. Training. GPSI shall provide System training at the time of installation. Customer shall make available,as
requested by GPSI, all pertinent staff members for training. In the event Customer requires additional training after
installation of the System,such training shall be quoted and billed as on-site non-warranty Service.
3. Customer Representative. Customer shall designate one employee to act as the liaison between GPSI and
Customer("Customer Rep"). Customer Rep is responsible for facilitating all Customer obligations as required
under this Agreement.
4. Completion.When GPSI has completed installation of the items required by this Agreement, GPSI will notify
Customer and the date of that notice shall be the"Date of Completion"for purposes of this Agreement. Upon the
Date of Completion, Customer agrees to promptly execute and deliver to GPSI the System delivery and
acceptance certificate,which shall be provided by GPSI. Customer shall not withhold such execution and delivery
documentation provided the System is performing in a commercially reasonable manner. Without limiting the
foregoing, and without providing a defense to Customer if Customer unreasonably withholds acceptance of the
System, if Customer intends to withhold acceptance of the System, Customer shall provide GPSI written notice of
Customer's intention to withhold acceptance and the specific reasons for such withholding of acceptance and
further the specific actions Customer requests that GPSI take in order for Customer to accept installation of the
System. In the event that Customer does not provide GPSI with a written notice of intent to withhold the System
delivery and acceptance documentation and the reasons therefore within three(3)days of the Date of Completion,
the System shall be deemed to be accepted in all regards; provided however,this shall not relieve Customer of its
obligation to provide written delivery and acceptance documentation to GPSI as provided herein and failure to
provide written acceptance shall be a material and substantial breach of this Agreement.
5. Post Installation Modifications.This Agreement provides for installation of the System based on the golf course
and facilities as configured on the date of this Agreement. Customer acknowledges that modifications required
after the original installation will be provided for an additional charge unless specifically included in this Agreement.
Examples of 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.
02282019
GPS1 Rental Agreement 5(11)
•
EXHIBIT C
Service Terms and Conditions
1. Scope of Service.
1.1. Defective Components. GPSI 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").GPSI 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 GPSI; (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 GPSI'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 GPSI. 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 GPSI.
GPSI agrees to pay for return shipment to Customer.
3. Definition of Service Elements
3.1. Remote Diagnostics. GPSI 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. GPSI 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, GPSI 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 GPSI representative
or additional cart mounting hardware or both. On-site services for fleet replacements are chargeable
according to the rates listed on Exhibit D. GPSI REQUIRES 90 DAYS PRIOR NOTICE FOR ANY FLEET
REPLACEMENT SERVICES.
02282019
GPSi Rental Agreement 6(11)
EXHIBIT D
Pricing of Additional Services
Services not covered under Service Terris 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(USD1
Graphical Changes $65/half hour
Mapping Changes $65/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 Level 1: $100-Damage to exterior plastic housing. Does not include
Service damage to the touch screen or LCD display,
Level 2: $200-Broken or cracked touch screen or LCD display,
Level 3: Complete loss including water damage or damage to internal
components.
Replace with refurbished VDU$600
Replace with new VDU$800
Fleet Replacement Like-to-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 GPSI $20/unit plus travel and expenses at reasonable cost
employee
b- By GPSI (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,GPSI 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,GPSI 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.GPSI 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.
02282019
GPSi Rental Agreement 7(11)
ADVERTISING AGREEMENT
This Advertising Agreement is attached to and incorporated into the terms of that certain Equipment Rental
Agreement ("Agreement") between GPSI Leasing II -Accord, LLC ("GPSI") and City of Elgin dba Bowes Creek
Country Club("Customer").
Capitalized terms appearing herein shall have the same meaning ascribed to them herein as in the Agreement
unless otherwise noted.
Ad Modules & Pricing
Selection Feature Description
AdMan: Standard package provides Fairway and Green-to-Tee spots.
Price:Included with the Visage Control Center(VCC)
GPSI hereby grants Customer graphical exposure opportunities on the System that
shall consist of Fairway(full page and insert spots)and available"Green to Tee"full
screen graphics to be used for local advertising and promotions or for tournament
sponsorships but not for national advertising campaigns which are administered by
GPSI exclusively. Fairway spots are available on par 4 and par 5 holes(fairway spots
® are not available for par 3 holes.) Fairway spots include a full page"touch-to-make-go-
away"and the quarter page insert. "Green to Tee" is defined as the area just after a
green and prior to the next tee(a 200-yd distance between the green and next tee is
required for a Green to Tee spot to work.) GPSI retains exclusive rights to all other
advertising on the System and may sell ads for placement on the System. Customer
retains right of approval, which shall not be unreasonably withheld, for such GPSI sold
ads and where approved will receive revenues, if any, on a campaign-by-campaign
basis. Customer agrees that it will allow no third party to place advertising on the
System.
AdMan Pro:Ad Manager with access to all Ad Inventory.
Price: $5.00 per unit per month
0 Customer retains exclusive rights to all advertising on the System and may sell ads for
placement on and in connection with the System and retain all such revenues.
GPSI Leasing II -Accord, LLC City of El in dba Bowes Creek Count Club
Obert licateath
Authonzed Signatory Authorized Signatory
Robert McElreath Richard G. Kozal
Name Name
VP-Connected Technologies Mar 19,2019 City Manager March 20,2019
Title Date Title Date
ATE :
/A-a-CT ei„.... zie.....es
02282019 City Clerk
GPS Rental Agreement 8 t,,,
AUTOMATIC PAYMENT PLAN
Electronic Funds Transfer (EFT) Enrollment
EFT enrollment is required according to the payment terms of the Equipment Rental Agreement.
Please complete the information below and return this form along with a voided check.
Authorization:
Customer hereby authorizes GPSI Leasing II—Accord, LLC ("GPSI)to deduct all payments when
due under this Agreement, according to the terms and conditions of the Agreement from the
account listed below by electronic funds transfer for the Term of the Agreement.
Authorized Signer's Name
Name on Bank Account
Transaction Date 1St Day of Month
Payment Amount $ (Applicable tax will be added to this amount)
Bank Account Number
Routing Number(ABA)
Account Type Checking ❑ Savings ❑ Other:
Complete Name of Bank
Mailing Address of Bank
SWIFT Code(Non-US)
Date and Signature
Date Bank Signature of Depositor
If you wish to have this completed form returned to you as confirmation of this enrollment, please
provide the following:
Name:
Fax Number:
THIS INFORMATION TO BE COMPLETED BY GPSI Leasing
EFT payments will begin with the payment due on
02282019
GPSi Rental Agreement 9(11)
Insurance Instructions
City of Elgin ("Customer") has rented or will be renting equipment from GPSI Leasing II —Accord,
LLC ("GPSI").
The Customer is required to provide GPSI with the following insurance coverage:
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 Rental Agreement)owned by or in which GPSI has a
security interest, in an amount not less than the full replacement value of the
equipment, with GPSI Leasing II—Accord, 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 GPSI Leasing II—Accord, LLC as an additional
insured with the proceeds to be payable first on the behalf of GPSI to the extent of
its liability, if any. The amount of the Public Liability Insurance shall not be less than
$1,000,000.00, combined single limit.
C. Each policy shall provide that: (i) GPSI will be given not less than thirty(30)days
prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any
other insurance covering GPSI shall be secondary or excess of the policy and (iii) in
no event shall the policy be invalidated as against GPSI for any violation of any term
of the policy of the Customer's application therefore.
A certificate evidencing such coverage should be faxed and mailed to GPSI at the following address:
(480) 383-6799 (Fax)
GPSI Leasing Il —Accord, LLC
1074 N. Orange Ave
Sarasota, FL 34236
Proof of insurance is required before GPSI can release shipment of equipment to the site.
02282019
GPSI Rental Agreement 10(11)
BLANKET CERTIFICATE OF RESALE
Company Name: Bowes Creek Country Club
Address: 1250 Bowes Creek Road, Elgin, IL 60124
State of Sales Tax Illinois
Registration:
This is to certify that all, material, merchandise, or goods leased or rented by the undersigned from:
GPSI Leasing Il—Accord, LLC (GPSI)
1074 N. Orange Ave.
Sarasota, Florida, 34236
After Is rented for the following purpose:
(Date)
Resale as tangible personal property
Rental as tangible personal property
To be incorporated as a material part of other tangible personal property to be produced for
sale by manufacturing, assembly, processing or refining.
To be exported for sale, use or consumption outside the continental limits of the United
States.
Exemption under Federal, State, or local Governmental Laws.
Other:
This certificate shall be considered a part of each order, which we shall give unless otherwise stated.
This certificate is to continue enforce until evoked.
Certificate Number:
By:
Title:
Instructions: (Please print or Type)
1. State of Registration:The State with which your certificate number is filed. Please complete one form for each
State of registration.
2. Date: Fill in approximate date of first lease or rental with GPSI.
3. Check the most appropriate intended purpose of the leased equipment.
4. Certificate Number: Indicate your certificate number issued by the state in which you are registered.
5. By: Signature of person authorized by your Company.
02282019
GPSI Rental Agreement 11(11)