2003-15RESOLUTION NO. 2003- 15
A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN
THE VILLAGE OF BUFFALO GROVE, NADLER GOLF CAR SALES, INC. AND
UPLINK CORPORATION REGARDING GPS AT THE ARBORETUM CLUB
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois State Constitution of
1970; and
WHEREAS, it has been determined that the installation of a GPS as an optional service for use as a
component of the leased golf carts at the Arboretum Club golf course, owned by the Village of Buffalo Grove is an
amenity of interest to the golfing patron; and
. WHEREAS, in order to implement the installation and initiation of GPS service, the Village needs to enter
into a System Agreement with Nadler Golf Car Sales, Inc. and UpLink Corporation per the attached Service
Agreement to be dated as of March 3, 2003, hereby identified as "Exhibit A"
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that:
SECTION L The Village President is hereby authorized to execute the attached agreement entitled "GPS
System Agreement - Players Choice" dated as of the 3rd day of March 2003.
SECTION 2. Village staff is hereby directed to proceed with securing the signed acceptance of both Nadler
Golf Car Sales, Inc. and UpLink Corporation in order to implement the services to be provided under the
terms of the Agreement to coincide with the start of the 2003 golf season.
AYES: 6 — Braiman, Glover, Berman, Johnson, Kahn, Trilling
NAYES: 0 — None
ABSENT: 0 — None
PASSED: March 3, 2003 APPROVED: March 3 2003.
Elliott Hartstem
Village President
ATTEST:
Jan Sirabian
Village Clerk
2(3
CP NK •
UpLin k System Agreement
Player's Choice
This Agreement is hereby made between UpLink Corporation ("UpLink "), a Texas Corporation with offices at 9508
Joliyville Road, Suite 200, Austin, Texas 78759 and NADLER GOLF CAR SALES, INC. ( "Customs"), an Illinois
corporation with offices at 2700 N. Farnsworth Ave., Aurora, IL 60504 and VILLAGE OF BUFFALO GROVE (Village),
50 Raupp Boulevard, Buffalo Grove, IL 60089.
Introduction:
The Village owns and operates an eighteen -hole golf course known as the Arbor, . if Club. The Village has a written
lease with Customer to provide Village with 85 golf carts for use at the Arboretti&V olf Club.
UpLink agrees to install and allow Customer and Village to use its distance measurement, tracking and communications
system and hardware components (the "UpLink System ") as provided by this Agreement in consideration for which
Customer and Village agree to abide by and fulfill the terms, conditions, and obligations contained within this Agreement.
That part of the UpLink System that provides distance measurement and player tips is herein referred to as the "GPS
System ".
This Agreement is intended to clearly identify the responsibilities and rights of each party and is comprised of the basic
sections as outlined below:
I. System Acquisition II. System Installation III. System Usage V. General Terms
By signing below each party acknowledges and agrees to the terms of this Agreement:
NAME R M S, INC.:
C1
Signature,
David C. Nadler
Name
President
Title
March 21, 2003
Date
63Q-898-1616 630 -898=1 638
Tel. # Fax #
VILLAGE ALO GROVE:
I't _
Signature
William R. Balling
Name
Village Manager
Title
March 4, 2003
Date
(847)359 -2517 (847)419-790'6
Tel. # Fax #
UpLink System Agreement
1 of 8
UPLINK CORPORATION:
Si ature
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Name
ti/. 10 ,
Title /-
Date ---f
Tel. #
Fax #
2/21/03
•
I. System Acquisition
A. Acquisition Method — Village agrees to use the UpLink System under the Players Choice program for a Term ending
December 1, 2006. Credit approval is required to schedule installation. Customer and Village agree to provide credit
information as required to obtain credit approval.
Village agrees to collect the GPS fee at the time the green fee and cart fee are collected by the Village from every
golfer utilizing a golf cart equipped with UpLink System. The UpLink System will prompt the golfer after the third
hole played to continue using the GPS System. If the golfer elects to discontinue using the system, the GPS System
will be disabled. For disabled rounds, Village agrees to refund the GPS fee (or equivalent credit) to the golfer(s) at the
end of the round. If the golfer elects to continue using the system, Village agrees to pay UpLink as defined below for
each golfer round where the GPS System was enabled. Village may uplift the GPS fee by an amount that the Village's
market will bear.
B. Ownership — The UpLink System is and shall remain the property of UpLink or its assigns, which retains all rights,
title and interest in the UpLink System, its components, replacement parts, files and software. UpLink may encumber,
sell, lease, or otherwise finance the UpLink System although such actions will not relieve UpLink 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 UpLink's or it's assigns ownership of the UpLink System. UpLink or its assigns may, upon
notice to Customer and Village, enter onto Village property and remove the UpLink System following the termination
of this Agreement or at any other time authorized by this Agreement or by law.
C. GPS Fee — For all rounds where the GPS System was enabled, Village agrees to pay UpLink the GPS fee of $4.38 per
golfer for 18 hole rounds played and $2.19 per golfer for 9 hole rounds played at Village's golf course during the Term
of this Agreement.
D. Effective Net Rounds — Effective net rounds is defined as total annual golfer 18 -hole rounds ("rounds") minus any
rounds not likely to use the GPS System such as walkers or participants of sanctioned tournaments. Village has
communicated to UpLink that 31,000 rounds is a fair and reasonable estimate of the effective net rounds for Village's
golf course.
E. Billing — Billing begins on the Date of Completion. The billing period is based on a calendar month. UpLink will bill
Village through faxed invoice, by the 5`h day of each month, from round information recorded by the UpLink System.
The invoice amount will be calculated as follows:
Total Enabled 18 Hole Cart Rounds x 1.85 x GPS Fee
+ Total Enabled 9 Hole Cart Rounds x 1.85 x GPS Fee
Invoice Total
A factor of 1.85 is used to account for single rider rounds. This assumes 85% of cart rounds are played with two riders
and 15% with single riders.
Village agrees to pe.y in full by the 25h day (the "Due Date") of the month for billable rounds played as reported by
Village to UpLink during the preceding calendar month. In the event the Village can prove a material discrepancy
between the billed rounds and actual rounds played, a credit memo will be issued by UpLink to be applied against
future billings. UpLink reserves the right to disable GPS System operations if payments are not timely made.
F. Preliminary GPS Mapping Deposit — The $5,000 deposit received from the Village of Buffalo Grove for preliminary
mapping of the Arboretum Golf Club will be credited toward the first monthly invoice. This deposit is non - refundable
should Village or its assigns decide to not proceed with installation of the UpLink System.
G. Late Payment Penalties — In accordance with Illinois Prompt Payment Act.
H. Certain Terminations — If UpLink and Customer are unable to obtain credit approval, Customer has the option to
provide financing or purchase; otherwise, this Agreement will terminate. UpLink may terminate this Agreement and
UpLink System Agreement 2 of8 2/21/03
•
remove the UpLink System at any time in the event that UpLink determines (in its discretion) that the revenues earned
by UpLink under this Agreement are insufficient.
I. Renewal — This Agreement may be renewed with mutual agreement by all parties.
II. System Installation
A. UpLink System Components — UpLink will install the following components:
Quantity
General Description
1
UpLink Pro Shop Equipment (Tracker, Communications Controller, GPS Receiver)
1
UpLink Wireless Communication Network
85
UpLink Enhanced Color Caddy Units
2
UpLink Traditional Caddy for Marshall Car
1
UpLink Traditional Caddy for Beverage Car
1
UpLink Food and Beverage Printer
2
UpLink Pin Spotters
Village agrees, as required by UpLink, to provide the following:
1. Access to all areas of the site where equipment is to be installed.
2. Any physical, mechanical, and electrical modifications reasonably requested for equipment installation, as
approved by Village.
3. A dedicated dial in phone line at the Pro Shop computer. This phone line must be installed and operational prior
to UpLink beginning hardware installation, must be maintained throughout the term of this Agreement and is for
the exclusive use of the UpLink System. If this line is unavailable or not dedicated for UpLink's exclusive use due
to intentional action of Village, Village will be billed for maintenance and service items on a time and materials
basis and be charged $500 per day for additional trips required by UpLink technicians as a result of not having this
line.
4. Customer and Village agree to not install any non - UpLink software on UpLink hardware without UpLink's prior
written authorization.
B. Equipment Location — The equipment will be installed at the Arboretum Golf Club, 401 Half Day Road, Buffalo
Grove, IL 60089.
C. UpLink Pro Shop & Caddy Training — Village agrees to make available, as required by UpLink, its pro shop and
starter staff for training on the use and operation of the UpLink System during installation.
P. Fleet Installation — Village agrees to provide at least two (2) staff members full time for three (3) days for the
installation of the golf cart Caddy units (per 18 holes). Village's personnel will be trained on the installation,
maintenance and replacement of the Caddy units. If Village is unable to provide labor, UpLink may provide additional
labor and Village agrees to pay UpLink an hourly rate of $80.
E. Completion — When all of the steps referenced above have been substantially completed UpLink shall so notify
Village. Within one (1) day of UpLink's notice of substantial completion, Village shall give a detailed listing to
UpLink of further items required for completion under the terms of this Agreement (the "Punch List "). UpLink shall
have a reasonable time to complete those items on the Punch List that are required by this Agreement. When UpLink
has completed the Punch List Items required by this Agreement, UpLink will so notify Village. Upon final acceptance
of the installation, Village agrees to execute the Delivery and Acceptance Certificate, attached hereto as Exhibit A.
The delivery acceptance date as listed on the Delivery and Acceptance Certificate shall be the "Date of Completion"
for purposes of this Agreement.
UpLink System Agreement 3 of 2/21/03
III. System Usage
A. Usage — UpLink authorizes Customer and Village to use its distance measurement, cart tracking and communications
system and hardware components. Customer and Village will receive the latest version of the Standard UpLink
System Software upon commercial release. There is no charge for these software upgrades while the UpLink System
is operated under this Agreement.
B. Advertising Program & Proceeds — Customer and Village acknowledge that UpLink owns and controls all rights to
the advertising on the system and the advertiser agreements, terms and conditions. Village agrees to allow UpLink to
place advertising on the UpLink System to be installed at Village's golf course. Village has the right to approve
advertisers and advertising content. Village may use the message portion of the caddy unit for golf course promotional
uses (e.g., Pro Shop promotions and club events and activities).
C. Taxes — Village shall pay all taxes and similar charges related to the UpLink System or its use, including, but not
limited to property, sales and use taxes. Village warrants and represents to UpLink that no taxes will be due.
D. Limited Warranty and Maintenance Service — UpLink warrants that the UpLink System will materially conform to
UpLink's specifications under normal use and maintenance for the term of this Agreement. UpLink shall provide its
standard maintenance service for no charge during the term of this Agreement. UpLink's maintenance services shall
include the following:
1. Village agrees to notify UpLink, as soon as practicable by calling UpLink Customer Support in the event of any
UpLink System or component failure and to provide free and ready access to the UpLink System for providing
corrective and preventative maintenance and repair services.
2. UpLink shall use its best efforts to maximize UpLink System's uptime; Village agrees to provide telephone and
diagnostic assistance to support this effort. If UpLink determines a problem can be resolved by shipping a
replacement component, Village agrees to perform the task of changing out the component. If a problem cannot
be resolved over the telephone or by shipping a replacement component, UpLink will send a technician to Village
site as soon as possible, to resolve the problem.
3. UpLink shall provide a reasonable number of spare replacement components (including caddy units) to aid in
UpLink System maintenance. Village agrees to perform the task of changing out spare components to assist in
maximizing uptime.
4. UpLink will bill Village retail value for additional replacement components and apply an equal credit when
replaced components are received. Credit will not be granted for returned components that have been damaged
due to neglect or abuse. Village agrees to pay for shipping of returned components and to ship components in
suitable packaging as directed by UpLink customer support. Because of this return and replace policy, any of the
UpLink System components may contain used or like -new parts. This does not invalidate or minimize UpLink's
obligations under this Agreement.
5. In the event that Customer changes out the golf car fleet, UpLink will assist in reinstallation of its GPS cart units,
one time, for no charge. Additional mounting hardware, if any, shall be billed to and paid by Customer at the then
applicable price per unit. Customer agrees to notify UpLink 90 days in advance of scheduled arrival of new cars.
Additional fleet changes will result in additional charges.
6. This agreement does not cover damage due to external causes, including: accident, abuse, misuse, theft, vandalism,
problems with electrical power, and willful destruction of hardware or software. Major golf course renovations
may result in the Village paying for additional GPS mapping or relocation of UpLink equipment.
UpLink System Agreement 4 of 2/21/03
E. Obligations — Customer or Village hereby agree to the following obligations as a part of this Agreement:
1. Village shall use all reasonable efforts to assure that the UpLink System remains in good repair, condition,
working order, and is not subjected to misuse or abuse by its employees, customers, agents, or patrons. Village
may not modify the UpLink System in any way without UpLink's prior written consent. Customer and Village
agree to provide secure and adequate storage of the UpLink System and its components and arrange for indoor
storage of the UpLink cart mounted components.
2. Village assumes responsibility for all risk of loss to the UpLink System and all of its components from the time
any of the components arrive at Village's premises and agrees to procure and maintain in- force, property and
casualty all -risk insurance coverage with an accredited Insurer having an A.M. Best Rating of A +, for the UpLink
System in the amount equal to its retail value with UpLink or its assignee listed as Additional Insured and Loss
Payee. This policy must provide that it may not be cancelled, terminated, or modified except after at least 30 days
notice to UpLink. Village will pay any costs related to this insurance coverage. Village agrees to provide UpLink
with a Certificate of Insurance as evidence of insurance coverage upon request. In addition to such other and
further remedies to which UpLink may be entitled, if Village fails to provide insurance or proof of insurance as
provided in this section, UpLink may (but is not obligated to) obtain such insurance and all cost with respect
thereto shall be immediately due and payable from Village to UpLink.
3. Customer and Village will execute and cause third parties to execute any leasehold or other waivers regarding the
attachment of the UpLink System components to any cart, maintenance vehicle, or other attachment to real or
personal property on the premises of the Golf Course.
4. At the termination of this Agreement, in case of default, if not extended, or otherwise modified, Customer and
Village agree to provide reasonable access to UpLink for the de- installation and removal of the UpLink System.
Prior to UpLink's removal of the UpLink System, Customer and Village will use all reasonable efforts to have the
UpLink System in the same condition as described in Paragraph E 1, excepting normal wear and tear, and shall be
responsible for replacing any damaged or missing UpLink System components, if caused by Customer's or
Village's misuse, abuse and/or negligence. UpLink will use normal care in the de- installation and removal of the
equipment, which will be performed so as not to unduly disrupt the operations of the golf course.
5. 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.
IV. General Terms
A. Demonstration Visits — Customer and Village agree to provide UpLink at no cost up to four (4) demonstration tee
times per month at Village's golf course.
B. Media Interviews and Press Releases — Village shall make its management staff available on occasion to be
interviewed and quoted by various press and industry media.
C. Statistical Data — Village agrees to gather and provide UpLink appropriate statistical information regarding course
operations affected by the installation of the UpLink System and make that information available to UpLink for
marketing and public relations purposes.
D. Golfer Feedback — UpLink personnel are authorized to gather Golfer feedback from Village's guests.
E. New Product Introduction — From time to time, UpLink may introduce new products. For products relevant to the
course demographic and course operations, Village agrees to allow UpLink to install these products, upon prior Village
approval, and gather feedback from Village's members and staff.
UpLink System Agreement 5 of 2/21/03
F. Assignment — Customer and Village acknowledge that UpLink 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 UpLink under this Agreement with prior approval of Customer and Village, which should not be
unreasonably withheld. Notwithstanding the foregoing, Customer and Village agree to allow assignment to
CitiCapital. In case of such assignment, Customer agrees to continue to perform all of its obligations under this
Agreement. The Assignee shall be obligated to perform all commitments made by UpLink under this Agreement.
Notwithstanding the foregoing, with respect to any such assignment of the Agreement to CitiCapital Commercial
Corporation, or any parent, subsidiary or affiliate thereof (collectively "CitiCapital ") or with respect to any
enforcement of a security interest in the Agreement by CitiCapital, CUSTOMER AND VILLAGE WAIVE,
RELINQUISH, DISCLAIM AND AGREE THAT THEY WILL NOT ASSERT AGAINST CITICAPTTAL ANY
CLAIMS, COUNTERCLAIMS, CLAIMS IN RECOUPMENT, ABATEMENT, REDUCTION, DEFENSES OR
SETOFFS FOR BREACH OF WARRANTY OR FOR ANY OTHER REASON INCLUDING THE RIGHT TO
WITHHOLD PAYMENT OF ANY MONIES WHICH MAY BECOME DUE UNDER THIS AGREEMENT,
EXCEPT DEFENSES THAT CANNOT BE WAIVED UNDER THE UNIFORM COMMERCIAL CODE.
Furthermore, UpLink agrees to perform all commitments under this Agreement not assumed by CitiCapital.
UpLink acknowledges that Customer and Village may transfer or encumber its rights under this Agreement in
connection with any transfer or encumbrance of the golf course provided any assignee shall assume all obligations of
Customer and Village under this Agreement with the prior written consent of UpLink or its assigns, which shall not be
unreasonably withheld.
G. Events of Default and Remedies — In the event that Customer or Village violates any provision of this Agreement,
and such violation continues for a period of at least tan (10) days after notice in writing of such default from UpLink,
Customer or Village shall be deemed to be in default and UpLink may (at its sole election) remove or disable the
UpLink System.
In the event that UpLink violates any provision of this Agreement and such violation continues for a period of at least
ten (10) days after notice in writing of such default from Customer or Village, UpLink shall be deemed to be in default,
and Customer or Village shall have the right to terminate the agreement.
Both the Village and Uplink may provide to the other party evidence of why such violation cannot be cured within said
ten (10) day period.
H. Notice — All notices shall be given in writing and shall be deemed given when (i) received via Federal Express or other
recognized overnight courier for next day delivery or (ii) on the fifth day after mailing if sent via United States Postal
Service by certified mail with return receipt requested in either case addressed to the offices listed in the first paragraph
of this Agreement or such other address as either party may designate for itself by notice as specified in this section.
L WARRANTIES CONTAINED IN THE PROCEEDING PARAGRAPHS 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 FOREGOING
LIMITED WARRANTY PROVISIONS SHALL BE UPLINK'S SOLE LIABILITY WITH REGARD TO UPLINK
PRODUCTS. UPLINK SHALL, IN NO EVENT, BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT,
GOODWILL, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE SUFFERED BY
CUSTOMER, CUSTOMER'S CUSTOMERS, VILLAGE OR VILLAGE'S CUSTOMERS AS A RESULT TO THE
USE OF UPLINK PRODUCTS ACQUIRED UNDER THIS AGREEMENT, EVEN IF DAMAGES COULD HAVE
BEEN FORESEEN AND WHETHER OR NOT UPLINK HAS BEEN APPRAISED BY CUSTOMER OR ITS
CUSTOMERS FOR THE POSSIBILITY OF SUCH DAMAGES.
J. General — This Agreement may not be varied, modified, or amended except in writing signed by the parties hereto.
This Agreement supersedes any prior understandings or oral or written Agreements between the parties respecting the
within subject matter. No part of this Agreement nor any interest in this Agreement may be transferred, assigned, or
delegated by any party hereto except as expressly provided in this Agreement without the prior written consent of all
other parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their
respective heirs, executors, administrators, legal representatives, successors and assigns. The headings used in this
Agreement are used for administrative purposes only and do not constitute subject matter to be considered and
UpLink System Agreement 6 of 8 2/21/03
0 •
construed as the terns of this Agreement. 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 thereof or
any default thereunder. 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. This Agreement shall be governed by and construed in accordance
with the procedural and substantive laws of the State of Illinois. In the event that any disputes shall arise hereunder
necessitating the resolution by any administrative or judicial body, the party prevailing in such dispute shall be entitled
to receive from the other party or parties to the dispute any and all costs of resolving said dispute including reasonable
attorneys' fees. Provided that to so construe this Agreement is consistent with its intent, when considered as a whole,
if any provision of this Agreement is held to be illegal, invalid, or unenforceable by any court of competent
jurisdiction, that provision will be deemed deleted from this Agreement and the remainder of this Agreement will not
be affected by such invalidity or unenforceability. In lieu of any such provision deemed deleted from this Agreement,
there shall be deemed to be added to this Agreement a provision as similar in terms to such deemed deleted provision
as may be possible and be legal, valid, and enforceable. The parties hereto agree that any dispute, controversy, or
claim arising hereunder or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in
Cook County, Illinois, in accordance with the rules of the American Arbitration Association, under its commercial
arbitration rules; provided that any party may seek injunctive relief in the courts specified below. The parties further
agree that except to the extent that arbitration is required, the Circuit Court of Cook County, Illinois and the Federal
District Court for the Northern District of Illinois shall constitute proper and convenient forums for any litigation
between the parties involving this Agreement or the subject matter hereof. Time is of the essence in the performance
of this Agreement. This Agreement may be executed in any number of counterparts each of which shall be considered
an original copy of this Agreement but all of which shall be considered one and the same Agreement.
UpLink System Agreement 7 of 8 2/21/03
•
�,_ �!:•'j-;11�'. Z;7P �'�I.i'Y;dl,••Y "'SST �'.�'.��s.. �
?t�:_g1r. rEee nedler
Golf Car Sales,Ino
(930)898-1636 P•2
nd�QRDIUN oN F CONFUCTIl�IG S cURITY INTEREST
Dim Matoh.;l2, 2003
To: UpLink Corporation Obligors: Radler Golf Car Sales, Inc.
2700 N. Fotneworth Ave.
.9506 Iojl Qle Road -Suitt 200 Aurora, b 60504
Auptia, TX 78759
Attcaticii: goo ti Bradford
Gentlemen:
we ii &mtand that you propose from titue to time to make a loan or loans or otherwise extend credit to the obligor
named above (herein called "Obligor"), but that you are unwilling to do so unless you dwill have i security interest, now
lien, mortgage, charge or assignment (heron called •Claim ") that has priority nt and future attachments,
or .hereafter. eroafter asserted by us iA or against the following collateral together with all press documents, general
acccesories, exchanges, replacw=t parts, repairs and additions thereto, and all chattel paper,
intangibles, instrument:, accoutrts and contract rights now existing of hcrcatla arising with tespect to any thereof,
all the cash and non -cash proceeds thereof (herein callcd "Collateral':
Any and all products now owned or hereafter acquired, leased or rented by Obligor for placement at Or
Arboretum Golf Club, 401 Half Day Road, Buffalo Ctrove, !L 60089, which are manufactured it
distributedrby or bearing the name or trademark of UpLink Corporation, including without limitation the
following:
vpT,ittteTtertxmission Receivers. Displty, Antennae Devices, Trackers, Communications Controllers and
Wifeless Comtiwnication Network; UpLink GPS Base Station System and ComputerlMotutor, Power
TransmianOn Lines and other Supplemental Equipment; UpLink GPS Caddy Unite age Car a and
Trad�itiorut1;11pLink GPS Pin Spotter Units; UpLink Caddy Units'IYaditional o any f Car and
Tmilitiocal MUshal Car, Printers and all other Accessories and Attachments to any of the foregoing; and
All Related Software Licenses.
Therefore, to induce you from time to Limo to make a loan► or loans otherwise extend credit
of the Obligorr,, we hereby
notwitlts�ndit>Q attY Claim presently or hereafter cxistimg in our favor as W any property to in all
agree that any such C1sun of ours with respect to the Collateral shall be subject. junior and subordinate
respects b� ny Claim now of ltareafter held by with respect to the collateral to the extent of the total indebwdriess
of the. i%Iigor to you, and that we will not oommcao a any action or proceeding of any kind whatsoever to enforce
any Claim of ours with respeat to the Collateral as long as you have any Claim with respect to the Collateral.
We agree to execuu such further doormen
is as are reasonably required to evidence and/or give public notice of the
terms of this agrcement. This agreement shall remain in force as long as you have any Claim in the Collateral to
ndebtedness of the Obligor to you. This agreemxnt will be binding on ourselves and out success and
scours any i
.
assigns and Will incur to the benefit of yourself and your successors and assigns.
$incercly, .
OLD 2CCO.ND NA
By:.
Q
Title:
Acknowledged by.
NADLER GO SALB , INC
By:
Title:
nw«. ws-LMw
EXHIBIT A
DELIVERY AND ACCEPTANCE CERTIFICATE
Village Certification
Please provide the information requested, sign and return promptly to UpLink
I hereby certify that I, on behalf of the Customer and Village, personally inspected the equipment
described below and that said equipment was delivered and installed in proper worldng order as of this
day of (Date of Completion); and that I, on behalf of the
Customer and Village, accept delivery of said equipment.
Description of Equipment:
Quantity
General Description
1
UpLink Pro Shop Equipment (Tracker, Communications Controller, GPS Receiver)
1
UpLink Wireless Communication Network
85
UpLink Enhanced Color Caddy Units
2
UpLink Traditional Caddy for Marshall Car
1
UpLink Traditional Caddy for Beverage Car
1
UpLink Food and Beverage Printer
2
UpLink Pin Spotters
Village of Buffalo Grove, Arboretum Golf Club
By:
Title:
UpLink System Agreement 8 of 2/21/03