2011-47 Launch Monitor Purchase RESOLUTION 2011-47
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING THE SOLE SOURCE
PURCHASE OF A LAUNCH MONITOR SYSTEM FROM TRACKMAN INC.
FOR USE AT THE NORTH PALM BEACH COUNTRY CLUB; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Country Club Golf Administration is seeking the purchase of a TrackMan II
launch monitor system to provide assistance with golf instruction and the proper fitting of golf
equipment; and
WHEREAS, TrackMan Inc. is the sole manufacturer and distributor of this unique system, which
provides for measurement of ball trajectory, measurement of club delivery data, and
measurement of ball spin rate; and
WHEREAS, the Village Council determines that the approval of this sole source purchase is in
the best interests of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA, as follows:
Section 1. The foregoing"whereas" clauses are hereby ratified and incorporated herein.
Section 2. The Village Council hereby authorizes the sole source purchase of a TrackMan II
launch monitor system, including one year of support services, at a total cost of$15,000, with
funds expended from Village Account No. L8046-66490 (Machinery&Equipment).
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 10th DAY OF NOVEMBER, 2011.
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VILLAGE CLERK
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TrackMan Inc.
Purchase Agreement
Name:North Palm Beach Country Club Segment: Golf Club
Address: Salesperson: Justin Padjen
City,ST Zip:
Contact:Lee Stroever Payment terms: Prepayment
Phone:561.691.3435
Email:Itroever @village-npb.orq
By Interactive Sports Games A/S(hereinafter"ISG")and the Buyer's mutual signature hereunder ISG agrees to sale
and grant license and the Buyer agrees to purchase and assume license to the following:
Unit price No. US$
TrackMann^" Pro Outdoor(TPS Video Disabled) 19,995 1 19,995
TrackManTM Travel Case Included
Smart Pack Battery for Radar 595 1 595
' scrlpfott"' "
TrackMan Radar HW Service- 1st year Included 1
TrackMann'Radar HW Service-following years per unit 1,000 -- --
TrackManT""Pro SW Update Support-1st Year Included 1
TrackManT*"Pro SW Update Support-following years per unit 1,000 -- --
Investment subtotal 20,590
Project Discount(Refurbished System) (1) (6,090)
Shipping&Handling 500 1 500
Investment total ex.VAT (2) US$ 15,000
NOTES:
1) This is the sale of a refurbished TrackMan II system
2) Please make payment by check,account transfer,or wire transfer.Bank and address details are provided below.
Prepayment-due prior to Shipping: US$ 15,000
The sale and delivery of the goods and services specified in this purchase agreement is subject to the terms and
conditions of ISG's General Terms and License Terms attached to this Purchase Agreement,which are an integral
part of this Purchase Agreement.
Seller:ISGA/S . Buyer: Village of North Palm Beach
Date: /1/5/// —i0 Date: 11/10/11
P
Name: — STtiN, ---- Name:Darryl C. Aubre
Title: Title: Mayor /
U S 5c.,,tel a ��rt Zc,tis Attest:
Vi age C er
TrackMan Inc.
259 Main Street,Ste.3,Stamford CT 06901
Telephone:+45 4557 0850,Fax:+45 4574 0039,E-mail:support@trackman.dk
Bank:Bank Of America,One Atlantic Street,Stamford,CT 06901,USA
Phone:203-351-1207,Account no.385007377998
ABA/ACH routing number:011900254,Wire transfer routing number:026009593,SWIFT:BOFAUS3N
GENERAL TERMS
for the sale and delivery of products and product related services by TrackMan
Valid as of January 2011
These General Terms is an addendum to the Purchase Agreement, Remedy of the defect shall take place at TrackMan's premises and
including(if applicable)the License Terms,and the terms and condi- the Buyer shall return the defective parts to TrackMan for repair or
lions of these General Terms shall apply and be an integral part of replacement.All transport in connection with repair or replacement shall
the Purchase Agreement. Each capitalized term used herein and be at the TrackMan's risk and cost The Buyer shall follow TrackMan's
defined herein shall have the same meaning as ascribed to it in the instructions as to how the transport shall be carried out Defective parts,
Purchase Agreement,including the License Terms(if applicable).in which are replaced,shall become TrackMan's property.
case of any difference between these General Terms and the general If TrackMan fails to take corrective measures within a reasonable pe-
terms of the Buyer,these General Terms of TrackMan shall prevail, nod of time after having received the defect parrs,the Buyer may by
written notice require TrackMan to do so within a final time.If TrackMan
The Purchase Agreement,the General Terms and the License Terms are fails to fulfil its obligations within that time limit,the Buyer shall be
hereinafter collectively referred to as the"Agreement". entitled to a price reduction or,if the defect must be considered substan-
tial,to cancel the purchase of the non-conforming part of the Hardware.
1. Definitions The following expressions shall have the following The sole liability of TrackMan for breach of this warranty shall be
meanings: the replacement of non-performing parts of the Hardware within a rea-
- "Documents"means any and all printed aid in relation to the Hard- sonable time.TrackMan is only liable for defects,which appear under the
ware and/or the Software. conditions of operation provided for in the Documentation and under
- "Goods"means the Hardware and the Software. proper use of the Goods.TrackMan's liability does not cover defects
- 'Hardware"means all such goods acquired by the Buyer under the caused by occurrences after the risk in the Hardware has passed to the
Purchase Agreement,save for the Software. Buyer.Further,TrackMan's liability does not cover normal wear and tear
or deterioration.
2. Product information Data in product information and price lists The warranty in this clause 7 expires 12 months after the delivery of
are binding only to the extent that they are by reference expressly includ- the Hardware.The warranty terminates immediately and without notice if
ed in the Agreement the Buyer or a third party not authorized by TrackMan opens the Hard-
All drawings and other technical documents,software,etc.regarding ware or if the warranty seal if any,within the Hardware is broken.
the Goods or its manufacture submitted by TrackMan to the Buyer,prior
or subsequent to the formation of the Agreement may not be used for any 8. Service Package During any paid Service Package term as stated in
other purpose than that for which they were submitted and may not be the Purchase Agreement TrackMan undertakes to provide and make
communicated to a third party- available to the Buyer service and maintenance for TrackMan T'Pro with.
the aim of correcting any defect or malfunctioning in the TrackMManr"
3, Intellectual property rights Nothing in these General Terms Pro. The Service Package consists of(i)technical assistance, within
shall constitute or imply any transfer of,or grant of license to,intellectual .normal working hours,by phone(hotline)or e-mail and(ii)repair and/or
rights of TrackMan. replacement of defective or malfunctioning parts of Traekean"r Pro
The Buyer may not alter,remove or in any way tamper with any of (spare parts and working hours included).Repair of defective parts shall
the Goods'trademarks,brands,logos,etc. take place at TrackMan's premises and the Buyer shall(duly following
TrackMan's instructions as to how transport shall be carried out)return
4, Confidentiality All information and any physical material provid- the TrackManl".Pro to TrackMan for repair,and TrackMan shall return
ed by TrackMan to the Buyer in connection with the sale of Goods or as to the Buyer the repaired TrackMan".Pro to the Buyer within 10 bust-
part of after sales services or support shall be considered confidential ness days after TrackMan's receipt of the defective TrackMan"'Pro.All
information of Track Man,except for information which(i)at the time of transport in connection with service under this clause 8 shall be at the
the disclosure is in public domain or(ii)after disclosure is published or Buyer's risk and cost.
otherwise becomes part of the public domain through no default or breach
of the Purchase Agreement. 9. General limitations of liability TrackMan shall in no went be
liable for any lass or damage arising,directly or indirectly,from the use
5. Prices and payment Al prices appearing in documents from of the Goods,including any product liability,and/or for any indirect or .
TeackeMan arc exclusive of Danish value added tax as well as transporta- consequential loss or damages of any nature whatsoever,including but
lion and insurance charges. not limited to loss of data or data being rendered inaccurate, loss of
All payments shall be effected in Danish Kroner or other agreed cur- profits,loss of interest or other losses sustained by the Buyer or third
( renry. Payment is due prior to shipping. parties arising out of the use or inability to use the Goods.
In the event of delayed payments an interest of I%per commenced TrackMan s aggregate liability whether in contract,warranty,tort or
month is accrued otherwise,arising out of or connected with the performance or non-
Until payment has been received in full by TrackMan,title to the performance of any agreement shall in no event exceed the amount paid
products shall remain with TrackMan,and in the event of non-payment, by the Buyer pursuant to the Purchase Agreement during the 12 months
TraekMan shall,in addition to all other rights and remedies available to prior to the Buyer becoming aware of the basis for a claim towards
TrackMan,be entitled to recover possession of the Goods(in Danish TrackMan
-ejendomsforbehold').
10. Ground for relief The following circumstances shall be considered
6 Delivery erk941uneteems.-4600) as grounds for relief if they impede the performance of the Agreement or
- - makes performance unreasonably onerous: industrial disputes and any
-� ,, s.-:--.�_,.:,,-- e;. :: F.;-r._-., _1Q other circumstances beyond the control of the parties such as fire,war,
- r 2�d M C-t.- acts of God,mobilization or military call up of a comparable scope,
i j If TrackMan finds that it will not be able to deliver the Goods at the
agreed time for delivery or if delay on its part seems likely TrackMan seizure, of materials,restrictions,shortage or failure of transport, general• shall forthwith notify the Buyer thereof stating the reason for the delay shortage of materials,restrictions in use of power and defects or delays in
and if possible the time when delivery can be expected deliveries by sub-contractors and labour disputes.
Notwithstanding the above,either party shall be entitled to terminate
the Agreement by notice in writing to the other party if performance of
7. Limited warranty The limited warranty undertaken by Track- the Agreement is delayed more than 6 months by reason of any grounds
Man in this clause 7 is only made in respect of the Hardware.TrackMan
of relief as described above.
undertakes a separate limited warranty in respect of delivered Software, ,
which is included in the License Terms. . e: i'le law and venue The law of the Kingdom o ee— mark
TrackMan warrants that the delivered Hardware shall be mannfac- shall govern • Agreement. However, the proviso.,,-:-. the United
tured in accordance with good workmanship.This warranty is expressly \ -
made in lieu of any and all warranties,express or implied including,but
Nations Conven r. the International out Sale shall not apply.
not limited to,the implied warranties of merchantability and fitness for a Any disputes or arising ou r in the connection with the Y
particular purpose.The entire risk of the quality and performance of the Agreement may be brow -:Ify e ordinary courts of law with the
Maritime and Commerce. e. o-og Handelsretten")in Copenha-
Hardware is with the Buyer. ,
The Buyer shall examine the Hardware upon receipt and any alleged
gen,Denmark,bee _ rst instant - nue.Notwithstanding the just
breach of warranty shall be notified to TrackMan within 14 days thereaf-
said,Track,in�, =.r be entitled to bring an•�.ch disputes before courts
ter.The notice shall contain a description of how the alleged breach of law ".'in the Buyer's jurisdiction, incluth e.„for the purposes of
'g its rights under the Agreement.
manifests itself.If the Buyer fails to notify TrackMan in writing within
the time limit set forth above,he shall forfeit his right to make any claim
under this warranty.
LICENSE TERMS
Valid as of January 2011
These License Terms is an addendum to the Purchase Agreement, (c) adapt,translate,copy or convert all or any part of the Software in
including the General Terms,and the terms and conditions of these order to create software,a principal purpose of which is to perform
License Terms sha0 apply and be an integral part of the Purchase the same or similar functions as the licensed Software or to replace
Agreement.Each capitalized term used herein and not defined herein any component of the Software;
shall have the same meaning ascribed to it in the Purchase Agree- (d) rent,lease,loan,sell,license,sublicense,publish,display,distrib-
ment,including the General Terms. ute,assign or otherwise transfer to a third party the Software,any
copy or portion thereof;
1. Scope of agreement These License Terms and the separate Pur- (e) dissemble,decompile,reverse engineer the Software or otherwise
chase Agreement,including the General Terms(the License Terms and attempt to gain access to its method of operation or source code;
the Purchase Agreement,including the General Terms,hereinafter collec- (f) alter, remove, replace, or obscure any copyright, trade secret,
lively referred to as the"Agreement'),regulate the limited right of use of trademark,logo,proprietary and/or legal notices on or in copies of
TrackMann' Basic, TrackMann4 Performance Studio and TrackMannl the Software;and/or
WorkBench as applicable subject to the Purchase Agreement(hereinafter (g) copy, or otherwise reproduce the Software, in whole or in part,
collectively referred to as the"Software')granted by TrackMan to the except either(i)as may be required for their installation into com-
Buyer. puter memory for the purpose of executing the Software in accord-
ance with the Permitted Installation, or(ii)to make reasonable
2. Definitions The following expressions shall have the following number of copies solely for back-up purposes.
meanings:
- "Dongle Key"means a hardware key acquired by the Buyer from
TrackMan which,when attached to a computer's parallel port,in combi- 7. Intellectual Property Rights TrackMan holds full copyright,title
nation with software activates the License to TrackManm'WorkBench. and any other right to the Software,including any and all updates and
- "Licensed Users"means those users of TrackMann' WorkBench modifications thereto and any and all derivative works thereof.
and/or of TrackManT"'Basic and/or TrackMan Performance Studio who Any disregarding of the TrackMan's rights,including careless use of
must have the Buyer's physical address(the delivery address as stated in the Software which might render copying of the Software possible for
the Purchase Agreement)as their principal place of work and who are third parties,shall be deemed to be a material breach of the Agreement,
designated by the Buyer as authorized to use TrackManTm WorkBench c£Clause 12.
and/or TrackManm'Basic,and/or TrackMan Performance Studio.
8. Update Package During any paid Update Package term as stated in
the Purchase Agreement TrackMan shall make available to the Buyer
3. License Grant TrackMan hereby grants to the Buyer a perpetual, subsequent releases, if any, of such Software purchased by the Buyer
non-assignable,non-transferable and non-exclusive right to use Track- subject to the Purchase Agreement that are not charged for separately
Mann"' Basic,TrackMann' Offline and/or TrackMann' WorkBench,as (updates).Such updates made available to the Buyer will be considered
applicable subject to the Purchase Agreement,(the"License')in a ma- P of.the Software and subject to the terms and conditions of the
chine-readable form to: Agreement.
(a) install and use the Software solely on computer systems controlled 9. Support Package During any paid Support Package term as stated in
by the Buyer, in accordance with the Permitted Installation (cf. the Purchase Agreement TrackMan shall provide Technical Support for
clause 4);and the current release of TrackManTm WorkBench and/or TrackMannl Basic
(b) use the Software as expressly set forth in the Field of Use (cf. and/or TrackMan Performance Studio as stated in the Purchase Agree-
clause 5)
ment, which consists of technical assistance, within normal working
4. Permitted Installation hours,by phone(hotline)or e-mail with the installation and/or use of the
TrackMana Basic and TrackMan Performance Srudio(ijapplicable): current release of TrackMan'' WorkBench and/or TrackManm Basic
TrackMann'Basic and TrackMan Performance Studio may be installed in and/or TrackMan Performance Studio.
either one or more individual standalone computers or on a central lore- 10. Limited Warranties TrackMan warrants that TrackMan has the
lion on a single designated network server. right to grant the License rights hereunder.TrackMan warrants that the
TrackManT"'Workbench(if applicable): physical media provided shall be free from defects in material for a period
of ninety(90)days from delivery,or it will be replaced by TrackMan at
TrackManTm WorkBench may be installed in either one or more individu- no cost to the Buyer.TrackMan further warrants,for a period of twelve
al standalone computers or on a central location on a single designated (12)months from delivery,that each copy of each Software will conform
network server. The Buyer may have only as many Licensed Users in all material respects to the description of such Software's operation in
simultaneously operating TrackMan WorkBench at any given time as
the Documentation.
the number of Dongle Keys acquired by the Buyer from TrackMan for
TrackMan1'WorkBench.The Buyer is prohibited from providing access 11. Limitation of liability/disclaimer of warranties Except for
to TrackMann'WorkBench to users located outside the Buyers physical warranties expressly set forth in these License Terms(or as implied by
address(the delivery address as stated in the Purchase Agreement). law where the law provides that the particular terms implied cannot be
excluded by contract),the Software is delivered"as is"without warranty
5. Field of Use The License granted by TrackMan authorises the of any kin d,either expressed or implied,ed,including,but not limited to,the
Buyer to: implied warranties of merchantability and fitness for a particular purpose.
The entire risk of the quality and performance of the Software is with the
TrackManT"'Basic(ifapplicable): Buyer.TrackMan does not warrant that the Software will operate without
Use TrackMann,Basic together with the TrackManT"'Radar Unit. interruption or be error free.
In no event,unless required by applicable law,will TrackMan be lia-
TrackManTm Performance Studio(fapplicable): ble for any product liability,any direct,indirect or consequential damages
Use TrackMann'Performance Studio together with the TrackMann' of any nature whatsoever,including but not limited to loss of data or data
Radar Unit. being rendered inaccurate,business interruption,loss of profits,loss of
interest or other losses sustained by the Buyer or third parties,arising out
TrackMatirm WorkBench(if applicable): of the use or inability to use the Software.
Use TrackManm'WorkBench for the sole purposes of test,research and
development of golf equipment. 12. Termination All rights held by the Buyer under these License
Terms,including the right of use, will terminate automatically without
6. Prohibited use The License is subject to the express restrictions notice from TrackMan if the Buyer fails to comply with any term(s)of the
set forth below.The Buyer shall not,and shall not permit any third party, Agreement.The Software is protected by copyright law and international
to: treaties.Unauthorised reproduction of the Software,or any part of it,may
(a) use TrackManTM for broadcast purposes in any form; result in civil and criminal penalties.
(b) modify,or create derivative works of any part of the licensed Soft-
ware;
R G — l a K u �U f�� 1
August 2011
To Whom It May Concern:
This letter outlines the TrackMan product,which is produced and distributed exclusively by TrackMan A/S,
headquartered in Vedbaek, Denmark,and distributed exclusively in the United States by TrackMan Inc.,a wholly
owned subsidiary of TrackMan A/S.
The TrackMan product is unique from any other product in the market,and we are the only distributor of it.
TrackMan is the only product on the market that can do all of the following:
• Accurately measure data on ball trajectory from launch until landing(e.g.,measurements on distance for
a 100 yard shot are accurate to within 0.3 yards,or 1 foot)
• Measure club delivery data,including plane, path,and attack angle(among other club delivery variables)
• Use radar to measure ball spin rate with a patented process
These unique claims can be verified by several influential customers:
• All 30 leading golf equipment manufacturers, including PING,Callaway,and Titleist
• USGA and R&A,the two governing bodies in the golf industry
• The PGA TOUR
• PGA TOUR Players(golf professionals)
• Other leading universities
Further,TrackMan is a technological leader in its field.We defend our technology and patent our key inventions.
TrackMan's comprehensive patent portfolio includes granted patents and pending patent applications relating to:
•Comparing a target direction indicated in an image,e.g. by using a camera, with the ball direction
determined by radar. (US2009/0295624,EP1763683,CN1981207B, KR7002764/2007 and JP2008/504534)
•Measuring spin rate of sport balls by radar using multiple harmonic spectrum traces. (US2009/0075744,
EP1698380, DE602006009719.0,GB/EP/1698380,CN101384308A,JP2008/538085A and KR10/0947898)
•Measuring spin axis orientation of sport balls from trajectory measurements by radar. (U52009/0075744,
EP1853362, DE602006015036.9,GB/EP/1853362,CN101384308A,JP2008/538085A and KR10/0947898)
Please contact us if you need additional information.
Best Regards,
Klaus Eldrup Jorgensen
CEO
TrackMan A/S
Stubbeled 2•DK-2950 Vedbaek•Denmark
Phone:+45 4557 0850•Fax:+45 4574 0039
httb://www.trackman.dk