R14-0241
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RESOLUTION NO. R14 -024
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE CITY MANAGER TO
ENTER INTO A SERVICES AGREEMENT WITH
DIGITAL CADDIES, INC., FOR THE USE OF 85 GPS
TABLETS TO BE INSTALLED ON THE NEW
YAMAHA GOLF CARTS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, GPS tablets are the latest technology to be put on golf carts to help all
golfers navigate where they are going around the golf course and how far it is from their
location on the course to the green they are playing; and
WHEREAS, to stay competitive with other courses and the golfing customers' needs
we need to stay current with new technology; and
WHEREAS, installing the latest GPS tablets on our golf carts will enhance the
customers' overall golfing experience along with helping to speed up our pace of play; and
WHEREAS, upon recommendation of staff, the City Commission has determined
that it is in the best interests of the residents of the City to approve a Service Agreement with
Digital Caddies, Inc., for the use of 85 GPS tablets to be installed on our new Yamaha golf
carts.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
being true and correct and are hereby made a specific part of this Resolution upon adoption
hereof.
Section 2. The City Commission of the City of Boynton Beach. Florida does
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hereby approve a Service Agreement with Digital Caddies, Inc., for the use of 85 GPS tablets
to be installed on the City's new Yamaha golf carts; and authorize the City Manager to
execute the Agreement, a copy of which is attached hereto as Exhibit "A ".
Section 3. This Resolution shall become effective immediately upon passage.
- t il
PASSED AND ADOPTED this day of March, 2014
ATTEST:
32 � _
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3 Ja>Xet M. Prainito, MMC,
35 - qty Clerk
41 (Corporate Seal)
CITY OF BOYNTON BEACH, FLORIDA
ayor / JqrryYT�
iCommissioner - Mack McCray
Commissioner - David T. Merker
/ k �- kk �±
Commissioner - Michael M. Fi patrick
ice Mayor - Joe Casello
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DIGITAL CADDIES, INC.
SERVICES AGREEMENT
This agreement is made at (time)
BETWEEN (Partner):
Company Name
Represented By /Position
Company Address
Golf Course Name(s) SEE EXHIBIT A
Golf Course Address(s) SEE EXHIBIT A
AND: Digital Caddies US Inc., corporation legally incorporated under the terms of the Nevada laws, having its main office at
15210, North Scottsdale Rd. Suite 280, Scottsdale, AZ 85254, USA represented by Michael Loustalot, President, duly
authorized as they declare; (hereafter called « DCI-)
WHEREAS the purpose of the agreement is to outline the terms of the installation of a wirelessly connect tablet based
network developed by DCI for use on the golf course operated by Partner (hereinafter to be referred to as the "System ", the
individual components of which shall hereinafter be referred to as the "Products ")
AND WHEREAS the Partner and DCI desire that DCI install the System for use on the Partner's golf course under the terms
and conditions in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration for the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DCI and the Partner hereby agree as follows
TITLE Title to the System and all information developed or collected in connection with the use of the System is and shall
remain in DCI. DCI may remove the System or any Product at any time after the termination of the Term. All Products are
moveable personal property and not real or immovable, even though affixed to real property or placed on a permanent
foundation The Partner shall not change or remove any insignia, lettering or other mark placed on the Products by DCI.
TERM This Agreement shall continue for 36 months after the system is installed at Partner's golf course and will renew
upon the mutual written agreement of both DCI and the Partner
INSTALLATION DCI or their affiliates shall install and configure the System at the Partner's golf course at a date to be
mutually agreed upon
ACCEPTANCE Upon installation of the System, the Partner shall execute and return a Delivery and Acceptance Certificate
outlining the Products installed at the golf course.
HOUSE ADS DCI agrees to provide free of charge to Partner up to 10% of ad impressions generated on the Partner's golf
courses. The Partner can use this impression inventory for their own use to promote their goods and services to their
customers or can choose to sell these impressions to advertisers for their own income. Partner /advertiser must provide all
creative needed at their own expense (DCI can provide discounted creative through 3rd party) DCI must approve all
advertisements.
RESTRICTION LIST It is understood that that DCI's primary source of revenue to cover all costs related to providing the
DCI Services Agreement/ 1/5
Players Network for FREE is derived by advertising revenue generated by DCI. Partner has the right to submit a reasonable
"restriction list" outlining advertisers they consider competitive or deem to be morally offensive. Upon installation of the
Players Network on the Partner's golf Course, Partner agrees to allow all advertisers not on the restriction list to advertise
on the Players Network.
SITE PREPARATION AND ONGOING MAINTENANCE It is understood that Partner will take an active role with the installation
and operation of the System Please refer to Exhibit B for Partner Responsibilities.
FEES By executing this agreement prior to
the Partner
, all fees will be waived. There will be no required payment from
Installation Fee $50.00 /per cart:
Installations Reservation Cancellation Fee $2.500:
Penalties and Interest
N/A
N/A
N/A
REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other party that: (a) it has the full right
and authority to enter into and perform this Agreement; (b) the person signing this Agreement on behalf of that party has
been duly authorized to do so; (c) entry into and performance of this Agreement does not require any consents or approvals
not obtained, nor does it violate any agreements to which such party is a party; and (d) this Agreement constitutes a valid,
binding and enforceable obligation of such party.
ADDITIONAL OBLIGATIONS
Duty of Care. The Partner (a) shall exercise reasonable care with respect to its possession and use of the System and
all Products; (b) shall not alter the System or any Product, and (c) shall use its best efforts to avoid damaging any and
all Product.
Loss or Damage. On an annual basis DCI shall insure damage to the Products, other than that arising from ordinary
wear and tear, in an amount no more than 10% of the Products outlined in Exhibit A. If the Products, as described on
Exhibit A, are lost or damaged other than as arises from ordinary wear and tear, and in excess of the aforementioned
insurance, then the Partner shall purchase replacement Products from DCI at a cost as per Exhibit A.
MAINTENANCE DCI shall maintain and repair the System as needed. DCI will train Partner staff and leave spare
replacement parts to ensure a quick turnaround time for repairs to be completed. Should staff not be able to repair the
system, DCI will provide support via telephone /email or web If required, DCI will dispatch personnel to the site
DEFAULTS The occurrence of any one or more of the following events shall constitute a material default and breach of this
Agreement by the Partner ( "Event of Default ")
Misuse The Partner fails to use reasonable care with respect to the System or any Product and such failure continues
for THIRTY (30) or more calendar days after DCI gives written notice to the Partner of such.
DCI's REMEDIES In addition to any other legal or equitable remedy permitted by law, upon an Event of Default, DCI shall
have the right to terminate this Agreement and to retrieve all products and /or payment for replacement value of the
products as outlined in Exhibit A.
PARTNERS REMEDIES If DCI fails to perform its obligations under this Agreement, the Partner shall give written notice to
DCI setting forth in reasonable detail the nature of the breach (the "Notice "). If DCI does not cure the breach within THIRTY
(30) calendar days following receipt of the Notice, the Partner shall have the right to terminate this Agreement; provided,
however, that if DCI is unable, acting reasonably, to remedy the breach within THIRTY (30) calendar days, a THIRTY (30) day
period shall be extended for as long as DCI diligently pursues such corrective action in a prompt and reasonable manner
DCI Services Agreement/ 2/5
NO REMOVAL During the term of the Agreement Partner shall not remove or attempt to remove any Product from its golf
course without the prior written consent of DCI.
ASSIGNMENT DCI may assign any or all of its rights, and obligations hereunder after written notice to the Partner. The
Partner is given the right to cancel the Agreement in the event of Assignment. The Partner shall not assign or transfer,
whether voluntarily or involuntarily, its interest under this Agreement without first obtaining DCI's prior written consent in
each instance, which consent will not be unreasonably withheld. Any attempted transfer without DCI's prior written consent
shall be null and void.
SEVERABILITY If any provision of this Agreement is deemed invalid or unenforceable to any extent by a court of competent
jurisdiction then the remainder of this Agreement and the affected provision, to the extent it is not held invalid, shall be
valid and enforceable to the fullest extent permitted by law.
GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida.
RELATIONSHIP OF THE PARTIES Nothing contained in this Agreement shall be construed as creating a relationship of
employment, agency or partnership between DCI and the Partner.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed:
I: Partner: CITY OF BOYNTO BEACH
Name: Michael Loustalot Name: Lori LaVerriere
Title: President Title: CITY MANAGER
DCI Services Agreement/ 3/5
Exhibit A
Course Information:
Number of Holes
Number of Golf Carts
Make /Model of Golf Carts
Gas or Electric
Cart Lease End Date
Annual Rounds on Carts
Other specifics
Equipment required (subject to change)
# Equipment
Tablets Required
Cart Mounts and related equipment
Detailed Contact Information:
Administrative Contact Name
Position:
Email:
Phone
Mobile Phone:
Notes
Replacement Cost
$299
$99
Course `Champion' Contact Name:
Position:
Email:
Phone
Mobile Phone:
Notes
DO Services Agreement/ 4/5
EXHIBIT B
Roles and Responsibilities for golf course and course Champion
Digital Caddies requires the golf course to provide a member of their staff to take on the role of course "Champion ".
Champion's Role & Definition
The golf course Champion is a golf course compensated individual who is available to assist DCI with pre - installation,
installation and post - installation support of DCI products. They are responsible for various steps involving the golf carts and
DCI product care They will be required to participate in the stages of installation as well as any follow up support that may
be needed.
The Champion's responsibilities are the following.
1. Pre - installation day duties:
a Receive DCI inventory for installation.
b. Count and secure inventory for installation day.
c. Have golf course GM initial DCI inventory count - Scan and send back to DCI.
d. To install the "U" bolt assembly on golf cart fleet (instruction video included). Tools needed: wireless drill
and 7/16" socket bit.
Note: IF this is not completed prior to the installation day a "U" bolt installation fee of $600 per 80 cart fleet will be charge
to the golf course.
2. Installation day duties The Champion will be available to assist installers exclusively while installers are on the golf
course property These specific tasks are required:
a Golf cart relocation (in and out of cart barn)
b Placing DCI inventory (tablet, converter wires, zip ties, 3.5" mounting arm, etc.) on each golf cart, as golf
carts are in position for installation
c. Tablet programming -club code and golf cart #
d. Watching and learning the installation process
e Trash removal
3. Post - Installation day duties:
a. Care and any maintenance necessary
b. Client Feedback
c Tablet service parts exchange.
DCI Services Agreement/ 5/5