HomeMy WebLinkAboutC30340 Desert Willows Golf Resort Golf Cart Onboard GPSContract No. C30520
CITY OF PALM DESERT
STAFF REPORT
REQUEST: APPROVE THE LEASE AGREEMENT BETWEEN THE DESERT
WILLOW GOLF RESORT AND GPS INDUSTRIES, LLC, IN THE
AMOUNT OF $11,058.61 PER MONTH FOR A TERM OF 48
MONTHS FOR THE PURPOSE OF PROCURING A GOLF CART
ONBOARD GLOBAL POSITIONING SYSTEM (GPS)
SUBMITTED BY: Catherine Walker, Senior Management Analyst
APPLICANT: GPS Industries, LLC
1074 N. Orange Avenue
Sarasota, FL 34236
DATE: January 13, 2010
CONTENTS: Bid Proposal
Recommendation
By Minute Motion: Approve the Lease Agreement for a golf cart onboard
global positioning system for the Desert Willow Golf Resort in the amount of
$11,058.61 per month (includes tax and interest) with GPS Industries, LLC, of
Sarasota, Florida.
Funds are available in Golf Course Expenses, Account No. 520-4195-495-
8091.
Executive Summary
The City of Palm Desert conducted a Request for Proposals (RFP) for the procurement of a
golf cart onboard GPS system for the Desert Willow Golf Resort. The new lease agreement
would provide GPS systems for the following: 191 golf carts which include marshal carts,
spare golf cart units, spare marshal, spare beverage cart, and maintenance carts for a term
of 48 months. The parameters of the lease are as follows:
Equipment
191 units
Lease Term
48 months
GPS Rental Price Per Unit Per Month
$53.24
Monthly GPS System Lease Payment 191 Units Plus Tax
$11,058.61
Trade-in Value for Existing System
1 $20,337.68
Total Lease Cost for a 48-Month Term (includes trade-in value
for existing GPS System)
$530,813.28
Staff Report
Golf Car On Board GPS System for the Desert Willow Golf Resort
January 13, 2011
Page 2 of 4
Background
The previous four-year lease agreement for the golf cart GPS system at the Desert Willow
Golf Resort has expired. As per the terms of the previous lease agreement at the end of the
four-year term, the Desert Willow Golf Resort purchases the existing GPS system and
utilizes the trade-in value as part of the negotiation for a new GPS system. The Desert
Willow Golf Resort is a nationally recognized golf destination that accommodated over
83,000 rounds of golf in fiscal year 2009/2010, and generated over $6 million in golf green
fees. The purpose for the lease agreement is to cover all expenses relating to the
procurement of a GPS system that will work in conjunction with the new fleet of 2011 Club
Car golf carts and Desert Willow Clubhouse operations. The GPS system allows for ease of
course playability and seamless player to clubhouse communication.
On October 29, 2010, the City Clerk posted the public notice for the RFP for the City of
Palm Desert and Desert Willow Golf Resort golf cart onboard GPS. Two bid proposals were
received, both of which were non -responsive. In an effort to increase competition in the
bidding process, secure a full complement of responsive bids, and accurately meet the
business needs of the Desert Willow Golf Resort; the City Council rejected all of the bids on
November 18, 2010. Staff issued a new RFP with the bid opening held on December 10,
2010. Three bids for a 48-month term were received the results were as follows:
Company
Location
Bid Amount
GPS Technologies
Carroll, Iowa
$70,656.00
Non -responsive
Bollse a
Hiawatha, Kansas
$257,792.88
GPS Industries
Sarasota, Florida
$530,813.28
Recommended
GPS Technologies was non -responsive to the RFP, in that the proposed product does not
meet the GPS specifications outlined in Appendix A of the RFP. The following is an analysis
of the two remaining systems proposed by Bollseye and GPS Industries, LLC (GPSI),
examining both their functionality and responsiveness to Appendix A of the RFP:
GPSI: Company Overview
• Proven Product - Leading Provider of Golf Car GPS Systems.
• 165 new facilities and over 300 existing clients.
• 100% compatible with Club Car Systems.
• Total Cart Control Integration (Cart Speed Control, Cart Identification, Cart Battery
Monitoring, Cart Maintenance IQ System with Club Car only GPS System that is
100% compatible).
• Advanced advertising capabilities with on the fly live updates.
• Management reporting capabilities built in and in place.
• Multiple management workstations for monitoring all aspects of customers' needs
part of the system.
• Full tournament management package in place.
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Staff Report
Golf Car On Board GPS System for the Desert Willow Golf Resort
January 13, 2011
Page 3 of 4
BOLLSEYE: Company Overview
• New Company — untested in commercial market — virtually a market Beta Test.
• New Company with unknown proven long-term financing due to minimal revenue
streams at present.
• Not 100% compatible with Club Car Systems.
• Only one 9-hole facility in operation in Kansas and another installation in process in
Dubai.
• Limited Cart Control (On/Off only)
• Company can offer advertising services, but does not have systems fully in place.
May require overnight changes.
• Company offers the future creation of management reporting, but does not have
systems in place at presentation.
• Only one master workstation with the capacity to add viewing stations offered, but
not in place at presentation.
• Will be rolling out tournament program with VP Golf.
Desert Willow works to provide guests with the most professional product, the best possible
golf experience, and strives for Desert Willow to be competitive in the marketplace. Desert
Willow experiences the most competition for play from the Classic Club, the Indian Wells
Club, La Quinta Resort, the Marriott, and others all of whom offer GPS services on the level
of GPSI or the GPSI system itself.
GPSI is a superior product at this time based on the features offered, the compatibility with
Club Car, and the number of installations as noted in the above analysis. Bollseye offers
positive features and with time and development could become competitive. Bollseye is not
yet a proven system, and would require Desert Willow to be a test site for their product.
The GPS system is an integral part of play at Desert Willow and not only a benefit to the
golfer, but also the Desert Willow Golf Resort operationally. The system allows customers to
contact the pro shop in the event of an emergency, issue weather alerts, allows for Desert
Willow to control the pace of play, allows the golfer to contact food and beverage, and
contact on course service staff as needed. The system also allows for Desert Willow to
control access to the delicate desertscape, and react to customer needs as they arise.
Staff recommends approval of the lease agreement between the Desert Willow Golf Resort
and GPSI for the lease of a golf cart onboard GPS system for a term of 48 months. The
Desert Willow Golf Resort in conjunction with the Finance Department has thoroughly
reviewed the proposed terms of the lease agreement, and has determined that the terms of
the lease agreement are reasonable and proposed costs are in accordance with the
previous agreement and current market conditions. The Desert Willow Golf Resort currently
uses an older iteration of the GPSI system, and the proposed cost for the new and
improved 2011 GPSI equipment is approximately $300,000 less than the previous four-year
contract.
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Staff Report
Golf Car On Board GPS System for the Desert Willow Golf Resort
January 13, 2011
Page 4 of.4
Fiscal Analysis
No appropriation is required; funding is available in the 2010/2011 Desert Willow budget.
The cost of the new GPS is $300,000 less than the previous four-year lease agreement.
Submitted By:
erine der, Sr�Manag (ment Analyst
Department Head:
McCarthy, ACM for
Paul S. Gibson, Director of Finance
n M. Wohlmuth, City Manager
ent
artin Alvarez, Redevelopment Manager
� CITYCOUNCTG'AON
APPROVED ✓✓ DENTED
RECEIVED OTHER
MEETING G DAT
AYES: HL-eThI00111
NOES: ' •
AI3SENT: G>77
ABSTAIN:
VERIFIED BY: Lajajdm
Original on File with City erk's Office
G:\rda\Cathy Walker\Word Data\StfRptDWGPS.doc
REQUEST FOR PROPOSALS (RFP)
FOR THE CITY OF PALM DESERT AND
DESERT WILLOW GOLF RESORT
GOLF CART ONBOARD GLOBAL POSITIONING SYSTEM (GPS)
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
(760) 346-0611, Extension 415
November 24, 2010
G:\Rda\Cathy Walker\Word Data\REQUEST FOR PROPOSAL DW GPS 4 Doc.DOC
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TABLE OF CONTENTS
Notice of Inviting Sealed Proposals....................................................................
Instructionsto Bidders........................................................................................
Vendor's Proposal...............................................................................................
Bidder's Information............................................................................................
Appendix A (Specifications for GPS)).................................................................
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.4
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11
12
CITY OF PALM DESERT
NOTICE OF INVITING SEALED BIDS
FOR
GOLF CART ONBOARD GLOBAL POSITIONING SYSTEM (GPS)
PUBLIC NOTICE IS HEREBY GIVEN that the City of Palm Desert invites sealed
proposals to purchase a GOLF CART ONBOARD GLOBAL POSITIONING
SYSTEM (GPS) for the Desert Willow Golf Resort. The City will receive the
proposals in the office of the City Clerk up to the hour of 10 a.m. on Friday the
10th of December, 2010, at which time they will be publicly opened.
Request for Proposal packets are available at City of Palm Desert,
Redevelopment Agency, located at 73-510 Fred Waring Drive, Palm Desert,
California 92260. It is the responsibility of the bidder to see that any bids sent
through the mail have sufficient time to be in the hands of the City Clerk prior to
the bid closing date and time. The receiving time at City Hall will be the governing
factor on acceptability of bids. Electronic or telephone bids will not be
accepted.
Bids must be prepared on the approved proposal forms and submitted in a
sealed envelope plainly marked on the outside "SEALED BID FOR GOLF CART
ONBOARD GLOBAL POSITIONING SYSTEM — DO NOT OPEN WITH
REGULAR MAIL." Bids should be addressed to Office of the City Clerk, City of
Palm Desert, 73-510 Fred Waring Drive, Palm Desert, California 92260. The
complete proposal packet includes: 1) Vendor Proposal; and 2) Bidder
Information forms. All forms must be fully completed and submitted for the
proposal to be considered responsive.
The City reserves the right to reject any or all bids, to waive any irregularity, to
accept any bid or portion thereof, and to take all bids under advisement for a
period of sixty (60) days.
Requests for additional information should be directed to Catherine Walker,
Senior Management Analyst, (760) 346-0611, Extension 415.
BY ORDER OF the City Council of the City of Palm Desert.
Dated this 24th day of November, 2010.
RACHELLE D. KLASSEN, CITY CLERK
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INSTRUCTIONS TO BIDDERS
The City of Palm Desert is currently soliciting bids for the Golf Cart
Onboard Global Positioning System (GPS) for the Desert Willow Golf Resort
located at 38-995 Desert Willow Drive, Palm Desert, California 92260.
Successful bidders should complete the Proposal Specifications and Bidder
Information forms and submit in a sealed envelope plainly marked on the outside
"SEALED BID FOR GOLF CART ONBOARD GLOBAL POSITIONING
SYSTEM — DO NOT OPEN WITH REGULAR MAIL." The proposal is due in the
office of the City Clerk no later than 10:00 a.m. on Friday, December 10, 2010.
Proposals received after that time will not be accepted.
Form of Proposal. The proposal must be made on the form of Vendor's
Proposal, which is included in the Contract Documents and must be completely
filled in, dated, and signed. Bids must be submitted on all items included in the
Contract Documents. FAILURE TO BID ON ALL ITEMS MAY RESULT IN THE
BID BEING REJECTED AS NON -RESPONSIVE.
Documents and Specifications. The specifications attached as
Appendix A are a sample of the product needs at the Desert Willow Golf Resort,
but may not be inclusive of the total GPS needs, which may be required.
License. To be considered, a potential bidder must have the appropriate
license required under provisions of the California Business and Professions
Code for the work covered in its Proposal when its bid is submitted. This includes
a joint venture formed to submit a bid. Additionally, the Vendor must possess a
current City of Palm Desert Business License or provide proof of exemption. If
bidder does not possess a City of Palm Desert business license, the bidder must
obtain a City of Palm Desert business license prior to entering into a contract.
Interpretation of Documents. Discrepancies, omissions, ambiguities,
and requirements likely to cause disputes and similar matters shall be promptly
brought to the attention of the CITY, in writing, and to the attention of Catherine
Walker, Senior Management Analyst. When appropriate, Addenda will be
issued by the City of Palm Desert. No communication by anyone as to such
matters except by Addenda affects the meaning or requirements of the bid
documents.
Addenda. CITY reserves the right to issue Addenda to the bid documents
at any time prior to the time set to open bids. Each potential bidder shall leave
with the CITY its name, address, phone number, fax number, and email address
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for the purpose of receiving Addenda. CITY will cause copies of Addenda to be
mailed or delivered to such names at such addresses. To be considered, a
Vendor's Proposal must list and take into account all issued Addenda. Bids, to
be acceptable must acknowledge receipt of all Addenda.
Bids. Total Price Bids are required for the Golf Cart Onboard Global
Positioning System. The amount of the bid for comparison purposes will be the
total of all items.
The evaluation of bids and award of contract shall be the exclusive
decision of the City. The City reserves the right to award separate schedules to
separate bidders, or all schedules to a single bidder, and consider all relevant
factors in making its decision.
Approval of Purchase. Approval by the City Council, of a Vendor's
Proposal shall authorize the Desert Willow Golf Resort to enter into a lease
agreement (with purchase option) for the GPS system. The City shall mail or
deliver to the selected bidder the Notice of Award of bid acceptance. City's
execution of the purchase order is contingent upon Bidder's submission of all
documents required of Bidder.
Qualifications of Bidders. No award will be made to any bidder who
cannot give satisfactory assurance to the City and the Desert Willow Golf Resort
as to their own ability to carry out the terms of the purchase order, both from a
financial standpoint and by reason of previous experience as a vendor on work of
the nature contemplated in this request for proposal. The bidder may be required
to submit its record of work of similar nature to that proposed for this bid, and
unfamiliarity with the type of work may be sufficient cause for rejection of bid.
Government Code Section 4552. In submitting a bid to a public
purchasing body, the Bidder offers and agrees that if the bid is accepted, it will
assign to the purchasing body all rights, title, and interest in and to all causes of
action it may have under Section 4 of the Clayton Act (15 U.S.C. Section)* or
under the Cartwright Act (Chapter 2 commencing with Section 16700) or Part 2
of Division 7 of the Business and Professions Code), arising from purchases of
goods, materials, or services by the bidder for sale to the purchasing body
pursuant to the bid. Such assignment shall be made and become effective at the
time the awarding body tenders final payment to the Vendor, without further
acknowledgment by the parties.
*15 U.S.C.A. Chapter 15
Requests for Information (RFI). In the event of a request for information
regarding bidding information, all requests must be sent to the City's
Representative, attention Mrs. Catherine Walker, 73-510 Fred Waring Drive,
Palm Desert, CA 92260, telephone number (760) 346-0611. All requests must be
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in writing and delivered or mailed to the above location. Faxed RFI's are not
acceptable. All RFI are due no later than 4 p.m. on Friday, December 3, 2010.
Equal Specification Substitutes. If potential bidders believe they know
of a GPS System of equal specifications not mentioned in the Request for
Proposal (RFP), then such potential bidder shall advise the City's Representative
of such fact in writing giving all relevant information, no later than seven (7)
calendar days prior to bid opening.
The City shall promptly determine whether the substitute is substantially
equal to the item specified, and approve or deny the request accordingly, and
shall notify the vendor of the determination made, in writing of the decision.
Unless the request is granted, substitution will not be permitted.
Pricing of Products. It is beneficial to the bidder to provide pricing on all
items so that an accurate price comparison can be made. Please provide the
item's list price. Failure to provide the requested information may be considered
non -responsive and result in disqualification of the proposal.
Note, that the award of the purchase order is based on a number of
criteria including price, and the bidder's ability to provide the requested products
in a timely manner. Bidders should base their quote on the best available
pricing to the City of Palm Desert rather than on a tiered basis or plan, as
the purchase order will be awarded based on the quotes submitted.
This is a non-exclusive purchase order, and serves only to select the
primary provider of Golf Cart Onboard Global Positioning System for the
Palm Desert Willow Golf Resort. The City and Desert Willow Golf Resort
reserves the right to purchase from other vendors as necessary.
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VENDOR'S PROPOSAL
FOR
GOLF CART ONBOARD GLOBAL POSITIONING SYSTEM
FOR THE DESERT WILLOW GOLF RESORT
Total bid amount is for the delivery, all taxes, freight, materials, incidental
expenses, and direct and indirect costs associated with providing Golf Carl
Onboard Global Positioning System to the Desert Willow Golf Resort.
GENERAL INFORMATION
The City of Palm Desert's Desert Willow Golf Resort is seeking proposals for a
48-month operational lease for a GPS System to equip the new golf cart fleet.
The golf car fleet of 2011 Club Car Precedents and the GPS system must be
100% compatible with one another and meet the specifications listed in Appendix
A.
Please provide as much information as possible about the GPS product that is
being proposed for use at the Desert Willow Golf Resort. Include product
information sheets/specifications product warranty information and
access to any relevant online materials for the proposed product. From the
submitted materials the City must be able to determine that the proposed
product meets the capability criteria outlined in Appendix A. If this
information is not included, the proposal could be considered non -responsive.
TRADE VALUATION
The City of Palm Desert owns the following:
(1) UpLink Base GPS System with Accessories
(164) Uplink Inova (dash view) Display Units for Golf Cars
(3) Uplink Graphic Caddy Units for Beverage Cars with Accessories
(4) UpLink Graphic Caddy Units for Marshal Cars with Accessories
(1) IQLink Fleet Manager
(1) EventLink Advertising Manager that will be traded in against the operation
GPS System lease proposed
Consideration (trade-in value) shall be given in your bid proposal for this
equipment.
INCENTIVES
Any other special consideration or promotional incentive will be considered in the
overall bid package. Please provide values for special consideration and
promotional incentives included in your bid package.
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GUARANTEED PURCHASE PRICE
A guaranteed purchase price, if any, for purchasing the GPS system at
completion of lease shall be included in the bid package. Purchase price should
be on a per unit basis and on overall basis. Valuations shall be at a 48-month
interval.
WARRANTY AND SERVICE INFORMATION
The bid shall include all warranty information. In addition, the bid shall provide for
staff training on the use of and any required maintenance of the leased
equipment.
DELIVERY
The delivery and installation of the GPS units will need to be coordinated with the
arrival of the golf car fleet. The golf carts are expected to be delivered by or
before January 1, 2011.
ADDITIONAL INFORMATION
All equipment and accessories necessary for the safe operation of the equipment
shall be provided. The equipment furnished shall meet all Federal and State of
California requirements.
Please Refer to Appendix A for Specifications
The total bid price is based on the anticipated 48-month (4 years) lease
agreement.
1. GPS TOTAL EQUIPMENT COST
2. TRADE-IN VALUE
3. DELIVERY COST
4. SALES TAX
5. TOTAL GUARANTEED PURCHASE PRICE
(AT END OF LEASE)
6. INCENTIVES
7. MONTHLY GPS SYSTEM LEASE PAYMENT
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*See attached bid pricing sheet
TOTAL AMOUNT OF BID IN FIGURES (includes items No. 1 through No. 5,
exclude No. 6 & 7)
* see attached bid pricing sheet
TOTAL AMOUNT OF BID IN WORDS (includes items No. 1 through No. 5, exclude
No. 6 & 7)
* see attached bid pricing sheet
IN WITNESS WHEREOF TRACTO executed this proposal as of date set forth:
r;
BY: -
Signature (Must V3e Notarized)
Title:4F ��..�,.. . .
ANGIE CROSBY HAMMOND
Contractor * :"= MY COMMISSION # DD768197
r ^ EXPIRES March 12, 2012
(407) 398-0153 Fioridallota Service.com
� � K
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State of California
County of
Acknowledgement Certificate
}
i .. t s °.: �, ,,
On �'�r',�.E-�n�.,,!< �2010 ,before me, � � '��� �� .a Notary
Public, personally appeared who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ---� -�
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MYC(";�ofISSION#DD76819T
EXPIRES March 12, 2012
1'7) ��I) Fk)ddalloteryServke.com
BIDDER'S INFORMATION
The undersigned has carefully examined the documents pertinent to this
Request for Proposal (RFP) and hereby offers and submits the above price in
consideration of the Proposal Requirements, attached hereto and a part of this
offer and proposal.
GPSI Leas C
Company:
Authorized Signature:
Contact Name (please print):
set Fr edm n
VP, Sales
Title:
Individual, Partnership, or Corporation: Limited Liability Company
1074 N. Orange Ave.
Address:
Sarasota
City:
FL, 34236
State, Zip:
888-575-2901
Telephone:
480-383-6799
FAX:
seth.freedman@gpsindustries.com
Email address:
December 6, 2010
Date:
0
Number of Addenda
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APPENDIX A: GPS SPECIFICATIONS
1. General Information:
The City of Palm Desert is seeking proposals for an operational lease of a roof
mounted GPS System for one hundred seventy-two (172) Golf Cars, four (4)
Marshal Cars, three (3) Beverage Cars, ten (10) Spare Golf Car units, (1) Spare
Marshall Car Unit, and (1) Spare Beverage Cart Unit.
2. Specifications/Features to Include:
A. Golf car units must be roof mounted
B. Full course graphics and mapping
C. Clubhouse computer & communication network
D. Graphical hole overview for all holes with associated distance information
E. Tee shot distances
F. On -Cart scorecard
G. Golf car messaging
H. Real time cart positioning
I. Pace of play reporting
J. Cart look ahead
K. Pin placement manager
L. Ability to post daily ads for tournaments and special events
M. Video capability for facility promotions and welcome messages
N. Marshall cart features
O. Video flyovers
P. Tournament manager
Q. Food & beverage ordering
R. Freight and tax
3. Trade Valuation:
The City of Palm Desert owns the following:
(1) UpLink Base GPS System with Accessories
(164) Uplink Inova (dash view) Display Units for Golf Cars
(3) Uplink Graphic Caddy Units for Beverage Cars with accessories
(4) UpLink Graphic Caddy Units for Marshal Cars with accessories
(1) lQLink Fleet Manager
(1) EventLink Advertising Manager that will be traded in against the operation
GPS System lease proposed
Consideration (trade-in value) shall be given in your bid proposal for this
equipment.
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4. Additional Information:
A. Prices shown in proposal must be on a per unit basis.
B. Any exceptions to basic specifications must be noted.
C. Bids shall include warranty and delivery time information.
D. Bids shall include recommended spare parts with list prices and applicable
discounts.
E. Bidders, if requested by the City of Palm Desert, shall demonstrate their
GPS System within one week after bid closing date or some other date
mutually agreed upon.
F. Bidder must provide staff training.
G. Bid must include all warranties.
H. Bid must include reference list.
I. Bid must be 100 percent compatible with the features of the 2011 Club
Car Precedent golf car.
J. Bid must include total update of course graphics and hole mapping.
IMPORTANT NOTES:
The award of these purchases will be determined solely by the City of Palm
Desert based on the overall value, lowest cost, and compatibility of the Golf Car
Fleet and GPS Systems. The City of Palm Desert also has the right to refuse any
and all bids.
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BID PRICING
We are responding with a 48-month rental program which does not conform with the 48-month
lease with purchase option exactly as specified in the RFP. The rental agreement is for 48-
months and may be cancelled for any reason on the 12`h, 241h or 36th month with 90 days notice.
- GPS RENTAL PRICE PER UNIT PER MONTH: $53.24
- MONTHLY GPS SYSTEM RENTAL PAYMENT (191 units): $10,168.84
- SALES TAX: 8.75% $889.77
(If the city is tax exempt, please provide exemption certificate)
- TOTAL MONTHLY RENTAL PAYMENT:
$11,058.61
- TOTAL TRADE IN VALUE: $20,337.68
(Trade in credit will be applied to the first 2 months rental payments. Regular monthly
payments will begin the 3`d month of the term)
Pricing includes all delivery charges for the installation.
IN WITNESS WHEREOF CO _ 7TOR executed this proposal as of date set forth:
r
By:
Signature (Must Bit Notarized) ' ANGIE QRO,98Y HAMMpND
Title: � A U �'
Contractor
City of Palm Desert RFP
Bid submission from GPS Industries, LLC
December 6, 2010
My COMMISSION # DD768197
EXPIRES March 12, 2012
407) 3 rN-0153 Fbrtdaf�otary�rvica.com
EXCEPTIONS / CLARIFICATION
Exceptions:
- Page 12, Section 2. J. Cart Look ahead feature is called blind shot warning
- Page 12, Section 2. M. Video capability for facility promotions and welcome messages
is not available at this time. The Visage system does allow for high quality .jpg images
to be used for promotions and welcome messages however.
Clarification:
- Page 13, Section 4. C. Delivery time: Installation will start a minimum of 5 weeks from
the date of confirmed order which includes the receipt of these items:
o Notice of Award
o Signed Purchase order from the City of Palm Desert
o Signed Equipment Rental Agreement (included with this bid submission)
GPSI will endeavor to coordinate delivery of the GPS system with ClubCar to the extent
possible based on the receipt of order and the timelines associated.
- Page 13, Sections 4.0 & G. With respect to warranty, maintenance services shall be
provided according to the terms of Exhibit C in the enclosed Equipment Rental
Agreement.
Page 13, Section D. Spare GPS units are included in the bid pricing proposal. In -scope
repairs are covered in the maintenance plan included in Exhibit C of the Equipment
Rental Agreement and out -of -scope pricing is listed in Exhibit D of the Equipment Rental
Agreement
City of Palm Desert RFP
Bid submission from GPS Industries, LLC
December 6, 2010
CUSTOMER REFERENCE LIST:
Eagle Springs Golf & Country Club
Fresno, CA
Kenny Collins
559-325-8900
Stonewall Country Club
Gainesville, VA
Gary Huebner
703-753-5101
Harbor Links
Port Washington, NY
Bob Lippiello
516-767-4817
The Experience at Koele
Lanai City, HI
Doug Daguay
808-565-4653
SilverRock Resort
La Quinta, CA
Randy Duncan
760-777-8884
City of Palm Desert RFP
Bid submission from GPS Industries, LLC
December 6, 2010
PRODUCT INFORMATION SHEETS / SPECIFIC ATIONS
The Visage product brochure is attached. Additional information and online demo can be
found at: hftp://www.qpsindustries.comN2salesdemo/demo index.html
City of Palm Desert RFP
Bid submission from GPS Industries, LLC
December 6, 2010
For more information, visit visagegolf.com.
VISAGE
OGPSi
'8033969
G PSi Leasing, LC
Date: 12/3/10
Dear Customer:
In executing the enclosed documents, it is essential that you carefully observe the following items:
1. Please ensure that your company's legal name and billing address appears correctly on page 1 as
well as company type (LLC, Corp, etc.), company jurisdiction (the state in which your company is
legally organized) and, if applicable, the organization ID number (provided by the state agency where
your organization is legally organized).
2. Please provide your company's Tax ID number. This number is required in order to ship equipment.
In the US, provide the 9-digit EIN. For Canadian and Mexican Customers, provide the appropriate
business number required for importing which is typically your GST or RFC number, respectively.
3. Please have all documents where indicated signed and dated by an authorized party (corporate
officer, partner, owner). The name and title of the signer must be legibly printed beneath the
signature.
4. 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.
5. Payments. It is essential to review the payment schedule on the enclosed agreement to understand
the due dates of Payments. A Security Deposit is required with return of this agreement.
6. We have provided an automatic bank draft form to enroll in electronic funds transfer of the monthly
payment amounts. Enrollment is required under the payment terms of the agreement. Please
complete the EFT form and enclose a voided check.
7. Credit Application. Please complete and return the enclosed credit application along with the
requested financial information outlined on the credit guidelines document.
8. The agreement stipulates that insurance coverage is required. Please contact your insurance agent
to request that a Certificate of Insurance be prepared according to the enclosed instructions. The
insurance agent should forward the certificate to GPSL as soon as possible.
9. If you are claiming a sales tax exemption, a valid certificate must be completed, signed and returned
to GPSL. Enclosed with the documents is a blanket certificate of resale for your use. (Applicable to
most US states & certain Canadian provinces).
Final acceptance of the rental agreement cannot take place until GPSL has received all of the documents
properly signed and dated and the Certificate of Insurance has been received.
Please send all documentation via fax or email to:
GPS Industries
Attn: Amy Hoellrich
Fax (480) 383-6799
amy.hoellrich@gpsindustries.com
Thank you, we appreciate your business!
GPSI Leasing, LLC
GPSI Leasing, LLC
1074 N. Orange Ave.
Sarasota, FL 34236
P$i leasingr : Equipment Rental Agreement
Issued Date: 12/3/10
Customer Information
Full Legal Name (the "Customer")
Course Name (DBA)
The City of Palm Desert
Desert Willow Golf Resort
Billing Address/ City/ County/ State/ Zip
Type of Organization
73-510 Fred Waring Drive / Palm Desert / Riverside / CA / 92260
Municipality
Equipment Location/ City/ County/ Stale/ Zip (if different)
Organization Junsdiction
Organization ID #
38-995 Desert Willow Drive / Palm Desert / Riverside / CA / 92260-1674
California
Contact Name Title
Phone 760-346-0015
Tax Identification Number
Darrell Souza Director of Golf
Email dsouza@desertwillow com
Course Information
# of Holes
Golf Car Make/Model/Year/Power/Motor Controller
36
ClubCar / Precedent / 2011 / Electric i
E ui ment
Quantity
Equip ment Description
Feature Set Selection"
174
Visage Display Installed on Golf Car
4
Visage Display Installed on Marshal Car
Visage RT+
3
Visage Display Installed on Beverage Car
12
Spare Visage Display Units
`See attached Exhibit A for Detailed Feature Set Description.
Term and Pa ments
Term (Months)
Payment: @@ phis tax (USD)
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The trade-in credit for the existing Inova Dash system will be applied to the first two rental payments. No monthly payments will be due until the 3rd month.
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 (the "System").
2. Term. The term of this Agreement (including any extensions hereto, the "Term") shall commence on the Effective Date and run for 60 months
from completion of installation (defined as the Date of Completion on Exhibit B). Customer may cancel this Agreement at the 12th, 24th, or 36"
month upon not less than 90 days written notice prior to the conclusion of the then current annual period. 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. GPSI requires one Payment as a security deposit in advance with return of this signed Agreement. The security deposit will be
applied at the end of the initial or any extension term. Customer must enroll in the automatic payment plan to have all Payments made through
electronic funds transfer ("EFT") for the Term. GPSL will draft the first month's Payment through EFT upon the Date of Completion. The second
month's Payment will be due no less than 30 days after the Date of Completion. If the Date of Completion is between the 1st and 15t" day of the
month, all Payments will be due on the 15"day of each month. If the Date of Completion is between the 161" 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 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. (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. GPSL 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. GPSL 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 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. 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 GPSL. 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, LLC ("GPSL")
customer
1074 N. Orange Ave., Sarasota, Florida, 34236
The City of Palm Desert
Authorized Signatory
Authorized Signatory
X
X
Print Name and Title Effective Date
Print Name and Title Date
11242010 1(7)
(GPSL Rental Agreement Terms and Conditions Continued)
7. Taxes. All Payments made under this Agreement shall be net to GPSL. Customer shall pay all taxes, tax pass along, assessments, and any sales,
use, personal property privilege, value-added taxes, import duties or excise taxes incurred in connection with the System or otherwise with respect
to this Agreement. If the System is subject to personal property tax, GPSL shall have the option to bill and collect these charges when assessed or
to establish a personal property tax account ("PPTA"). If a PPTA is established, GPSL shall bill Customer and Customer shall pay GPSL a monthly
assessment based on the average annual assessment charges in the State in which the System is located. GPSL shall have the right to change
the monthly assessment based on the actual annual assessment. At the expiration of this Agreement, Customer shall pay us for any deficiency in
the PPTA. If, at the expiration of this Agreement, there are any excess funds in the PPTA, GPSL shall pay that amount to Customer.
8. 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 evidence GPSL's or its assigns ownership of and all rights to the System. GPSL or its assigns may, upon notice to
Customer, enter onto Customer's property and remove the System following the termination of this Agreement or at any other time authorized by
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, upgrades, accessories and substitutions to it. You also agree to any
assignment of that security interest.
9. 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.
10. 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.
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 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.
12.2. Customer shall not install software unauthorized by GPSL 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 GPSL and its assigns as additional named insured and loss payee.
Customer shall provide GPSL with certificates or other evidence of insurance, acceptable to GPSL, before this Agreement Term begins. If
Customer does not procure the insurance required, GPSL may obtain such insurance and pay the amounts due thereon. Customer will
reimburse GPSL, 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 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.
13. General
13.1. 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 provided such assignee assumes all obligations of GPSL under this Agreement. 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 GPSL believes the System or any property or
rights of GPSL to be threatened, GPSL 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 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;
Initial
11242010 2(7)
GPSL Rental Agreement
b. terminate this Agreement and Customer's rights herein and retain any and all prior payments paid to GPSL by
Customer ("Termination"). Upon Termination, GPSL may, in its sole discretion, collect as liquidated damages (and not
as a penalty) a sum equal to the lesser of (i) six (6) times the highest monthly payment referenced herein; or (ii) the
number of months remaining on the Term of this Agreement times the highest monthly payment referenced herein.
The parties agree and acknowledge that the agreed upon liquidated damages for default is not a penalty or forfeiture,
actual damages being difficult or impossible to measure, and the parties agree, acknowledge understand that the
remedy of liquidated damages is a proper and mutually acceptable negotiated remedy for the parties due to the fact
that the damages suffered by GPSL are not ascertainable at the time of execution of this Agreement and that such
remedy takes into account the peculiar expenses and risks assumed by each party. Such liquidated damages shall be
payable in immediately available funds not later than ten (10) days after the termination of this Agreement.
C. In the event of termination of this Agreement, whether due to an Event of Default or otherwise, if Customer does not
allow GPSL onto the Golf Course to de -install the System, and does not otherwise make the System available to GPSL
to de -install, in addition to any other rights or remedies available to GPSL, Customer shall pay to GPSL any and all
costs incurred by GPSL in collecting its System and any other amounts due to GPSL, including without limitation all
legal fees and costs, whether or not suit is commenced, and further, in addition to the foregoing, Customer will pay the
full monthly payment multiplied by 1.5 for each and every month after termination hereof that GPSL is without
possession of the System.
d. This Section 13.2.1, without limitation, shall survive termination of this Agreement.
13.2.2. 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.
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. 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.
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 Delaware. 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. 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.
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.
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.
Initial
11242010 3(7)
GPSL Rental Agreement
GP& ILeasing,s EXHIBIT A
Visage System Description
Equipment
Quantity
Equipment Description
Feature Set
Selection
174
Visage Display Installed on Golf Car
4
Visage Display Installed on Marshal Car
Visage RT+
3
Visage Display Installed on Beverage Car
12
Spare Visage Display Units
The System will be enabled with the selected Feature Set as described below:
Feature Set I Description
i0 Mapping, Full Course Graphics,
• Club House Computer,
• Wi-Fi Coverage of Cart -barn & Staging Area,
Visage • Graphical Hole Overview for all holes with associated distance
information,
• Tee Shot Distances,
• On -car Scorecard,
• Action Zone with Messaging.
All Visage Features plus,
• Cart Positioning,
Visage RT Pace of Play,
• Two-way Messaging,
• Blind Shot Warning,
• Pin Placement Manager,
• Marshall Car Features.
All Visage RT Features plus,
Visage RT+ Video Flyovers,
• Tournament Manager,
• Food & Beverage Ordering.
11242010 Initial
GPSL Rental Agreement 4 (7)
GPSi Leasing,.x
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 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 (Mbittsec):
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. GPSL 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. Up to 8 room nights for GPSL installation staff (if Golf Course is a destination or resort facility).
h. Not less than two Customer staff members full time for three days (per 18 holes) for the installation of
the System display units. Customer's personnel will be trained on the installation, maintenance and
replacement of the display units.
2. Training. GPSL shall provide System training at the time of installation. Customer shall make available, as
requested by GPSL, 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 GPSL and
Customer ("Customer Rep"). Customer Rep is responsible for facilitating all Customer obligations as required
under this Agreement.
4. Completion. When GPSL has completed installation of the items required by this Agreement, GPSL 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 GPSL the System delivery and
acceptance certificate, which shall be provide by GPSL. 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 GPSL 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 GPSL take in order for Customer to accept installation of the
System. In the event that Customer does not provide GPSL with a written notice of intent to withhold the System
delivery and acceptance documentation and the reasons therefore within three (3) days of 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 GPSL as provided herein and failure to
provide written acceptance shall be a material and substantial breach of this Agreement.
5. Additional Services. This Agreement provides for installation of the System based on the golf course facilities as
configured on the date of this Agreement. Customer acknowledges that modifications to the System required due
to environmental changes (such as vegetation growth or new buildings) or changes requested by Customer after
the Date of Completion will be provided for an additional charge unless specifically provided on an Exhibit E.
Additional services include such services as mapping, wireless network reconfiguration, hardware installation,
hardware relocation, software configuration and graphics production.
Initial
11242010
GPSL Rental Agreement 5 (7)
Mitsaww.,
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 does not cover System damage due to external causes, including: accident abuse,
misuse, theft, vandalism, weather, acts of God, defects or failure of electrical power, any software damage
caused by unauthorized use (including the introduction of malicious programs, ad -ware or viruses),
maintenance of the System by unauthorized personnel, changes in the clubhouse or golf course, changes
in golf car dimensions that requires new car mounting hardware, repair of damaged equipment (over and
above normal wear and tear), remedying post -installation radio interference due to new construction (power
lines, communications antennae), remedying destruction of any cabling, including electrical disturbances.
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 hotline 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 (RMA) number 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 needs to be returned for
repair, the Customer Support representative will issue an RMA number. Customer is then responsible for
properly following procedures for returning components as provided by Customer Support upon issuance of
an RMA number. 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. GPSL will pay for
return shipment to Customer and Customer agrees to pay for shipment of components returned to GPSL.
Normal turn -around time for factory repairs is 14 days but can vary depending upon seasonal workload.
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 Upgrades and Enhancements. GPSL shall provide software maintenance for the System
Software. Software maintenance provides for bug fixes, patches, corrections, upgrades and enhancements
as available. Software upgrades do not include new software features or hardware product offerings that
are priced 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; however,
regardless of the source of the problem, travel expenses associated with site visits are chargeable to
Customer and shall be quoted on a case -by -case basis.
3.4. Fleet Change Out. A fleet change out may require on -site labor by a GPSL representative or additional cart
mounting hardware or both and services and materials therefore are billable at the appropriate time and
materials rate per Exhibit D. Customer shall notify GPSL 90 days in advance for any fleet change out that
requires GPSL assistance.
11242010 Initial
GPSL Rental Agreement 6 (7)
F Mi i easing. ,
EXHIBIT D
Pricing of Additional Services
Services that are excluded from Exhibit C (Service Terms and Conditions) or that are considered additional in support of
Customer requested changes to the System are provided for an additional charge according to the prices below. All prices
and terms for additional services are subject to change.
Description Prices
Graphical Changes US$60 / half hour
Mapping Changes US$60 / half hour plus travel and expenses at reasonable
cost
On -site service for repairs covered under Service Travel and expenses at reasonable cost
On -site service for items not covered under Service (due to
external causes or at customer's requests for additional
services)
Repair of GPS unit for damage not covered under Service
US$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.
$395 per unit plus shipping back to Customer
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 (3-4 people) + 1 GPSL employee
b- By GPSL (3-4 people) on -site
Fleet Replacement (different type cars) (90 days advance
notice required):
US$1,500 plus travel and expenses at reasonable cost
US$3,000 plus travel and expenses at reasonable cost
Quoted on case by case basis
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 then
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.
Initial
11242010
GPSL Rental Agreement 7 (7)
`GPISinldustries,,
GPSI ADVERTISING AND MARKETING AGREEMENT
THIS MARKETING AGREEMENT (this "Agreement") is by and between
The City of Palm Desert ("Customer')
and GPS Industries, LLC, 1074 N. Orange Ave., Sarasota, FL 34236 ("GPSI"). Reference is made to that certain
Equipment Rental Agreement dated of even date herewith;
1. Advertising Rights and Proceeds. GPSI retains all rights to advertising space on the System and ancillary System
services and features and may sell ads for placement on and in connection with the System. Customer retains right of
approval for such ads and where approved will receive 10% of net revenues, if any. Net advertising revenue is defined
as gross advertising revenue received by GPSI less sales expenses and administration charges incurred by GPSI. 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.
2. Marketing. Customer shall provide GPSI with a reasonable number of complimentary golf rounds and rooms stays (if
Customer is a destination or resort golf facility) for demonstration to prospective partners or customers, and for the
purposes of verifying the system on an ongoing basis. GPSI shall provide reasonable advance notice to Customer,
which will be subject to availability. 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.
3. Independence of Agreements, This Agreement is independent of and separate from the Equipment Rental Agreement.
No provision of this Agreement has any effect on the terms and conditions of the Equipment Rental Agreement.
4. 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 Delaware. 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. 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.
5. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
GPS Industries, LLC The City of Palm Desert
Authorized Signatory
Name
Authorized Signatory
Title Effective Date Title
08232010
CL
Grit teasing,.,.
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, LLC ("GPSL") 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
1 St Day of Month
Amount of Rent
$ (Applicable tax will be added to this amount)
Bank Account Number
Routing Number
-
-
IT
I
I
I
Complete Name of Bank
-
Mailing Address of Bank
Date and Signature
Date Bank Signature of Depositor
(Required for banks located outside the US
SWIFT CODE
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 GPSL
EFT payments will begin with the payment due on
GPSi t®asing,,,,
Insurance Instructions
The City of Palm Desert ("Customer") has rented or will be
renting equipment from GPSI Leasing, LLC ("GPSL").
The Customer is required to provide GPSL with the following insurance coverage:
A. "All Risk" personal business property and equipment insurance covering the complete
System including stationary equipment and mobile GPS displays mounted on vehicles (as
listed in the Rental Agreement) owned by or in which GPSL has a security interest, in an
amount not less than the full replacement value of the equipment, with GPSL named as
loss payee. Replacement values:
Stationary equipment: Club House Computer, Wireless Equipment — $10,000;
Mobile equipment: GPS displays mounted on vehicles — $850/unit.
B. Public Liability Insurance naming GPSL as an additional insured with the proceeds to be
payable first on the behalf of GPSL to the extent of its liability, if any. The amount of the
Public Liability Insurance shall not be less than $1,000,000.00, combined single limit.
C. Each policy shall provide that: (i) GPSL will be given not less than thirty (30) days prior
written notice of cancellation or non -renewal, (ii) it is primary insurance and any other
insurance covering GPSL shall be secondary or excess of the policy and (iii) in no event
shall the policy be invalidated as against GPSL or its assigns for any violation of any term of
the policy of the Customer's application therefore.
A certificate evidencing such coverage should faxed and mailed to GPSL at the following address:
(480) 383-6799 (Fax)
GPS Industries
Attn: Betty Temple
2121 SW Broadway, 2nd Floor
Portland, OR 97201
Proof of insurance is required before GPSL can release shipment of equipment to the site.
BLANKET CERTIFICATE OF RESALE
Company Name: The City of Palm Desert
Address: 73-510 Fred Waring Drive / Palm Desert / Riverside / CA / 92260
State of Sales Tax
Registration:
This is to certify that all, material, merchandise, or goods leased or rented by the undersigned from:
After
GPSI Leasing, LLC
1074 N. Orange Ave.
Sarasota, Florida, 34236
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 Leasing, LLC.
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.
GPSi easing.
BUSINESS INFORMATION
Full Legal Name (Include DBA If Applicable) Tax Identification #
Billing Street Address
City County
Equipment Location (If different from above) (Street Address/City
Business/Credit Contact Name and Title Phone #
State/Province Zip
Course Contact Name and Title, if different Phone # Contact Email
_Corporation
_Partnership
_Proprietorship
_LLC
_LLP
_Municipal
Tribal
Business Description (ie Daily Fee, Resort, Municipal) Years Under Current Owner Years in Operation Date & State of Incorporation
# of Holes at Facility # of Annual 18 Hole Rounds Equipment is:
New _Replacement _Additional Inventory
Public Private If Yes, # of Members _Member Owned _Equity Membership
Semi -Private Other Investor Owned Other
GOLF CARS
Type of Car Year Number of Cars Contract Thru
Gas or Electric?
Name of Lessor
GPS SYSTEM
TURF EQUIP.
Name of System Lease/Own Contract Thru
..__..........._--._....-..—,-_.---.................
----......-._...._._..._.....-.......-.._..-._...-_.....-----
Type Lease/Own Contract Thru
Existing Payments
-- - -- --- - ----
Existing Payments
Name of Lessor
— --- ..__...----
Name of Lessor
GOLF COURSE
Financed by:
OWNERS
Name (Principal/Partner/Officer)
77'
Social Security #
Home Street Address (Principal/Partner/Officer) City/ State/Zip
Phone w/Area Code
OWNERS
Name (Principal/Partner/Officer)
% Ownership
Social Security #
Home Street Address (Principal/Partner/Officer) City/ State/Zip
Phone w/Area Code
BANK Business Bank Reference Name Checking/Loan Account #
REFERENCE
Address (City, State) Account/Loan Officer
SEND Attention Phone #: Email
DOCUMENTS
TO Address (City, State, Zip)
Phone #
I hereby certify: (i) the information provided above is true and correct, (ii) you are hereby authorized to investigate all bank, credit references,
and said references are hereby authorized to release any requested information to you or your nominee, (iii) such authorization shall extend
to obtaining a credit profile in considering this application and subsequently for the purposes of update, renewal or extension of such credit
or additional credit and for reviewing or collecting the resulting account, (iv) this information may be transmitted by us to you and by you to
underwriter/s for the purpose of granting us credit, either electronically or manually, and that by submitting this application, I take full
responsibility for transmission thereof, (v) 1 acknowledge my rights under the Fair Credit Reporting Act, (vi) I agree to receive communication
via phone, fax or email and (vii) this request is for business and not consumer purposes.
X
Authorized Signatory Date
08DEC2009
GPSI uwsft. Credit Application Guidelines
In general, the following financial information is required for all applications:
A. If you have been in business for 3 or more years:
Completed and signed credit application.
2. Last 2 year-end financial statements on the business, and
• Most recent year-to-date financial statement on the business.
Financial statements referred to above should include at a minimum a balance
sheet, income statement.
Be sure to indicate the total number of annualized 18 hole round equivalents on the
credit application form. If there have been a decline or softness in number of
rounds, please include a short note regarding what occurred and what has been
done to remedy the situation.
B. If you have been in business for less than 3 years:
1. Completed and signed credit application.
2. Information regarding Golf Industry Experience of Majority Owners.
3. If this is a new course, provide Opening Balance Sheet and Pro Forma statements
and feasibility study.
4. If the course is open, provide complete year-end (all years available) and interim
(within last 90 days) Balance Sheet, Income Statements.
5. Be sure to indicate the total number of annualized 18 hole round equivalents on the
credit application form. If there have been a decline or softness in number of
rounds, please include a short note regarding what occurred and what has been
done to remedy the situation.
08DEC2009
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