HomeMy WebLinkAbout5021 RESOLUTION NO. 5 0 2 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND GOLF NOW G1, LLC FOR
RESERVATIONS, POINT OF SALE, AND MARKETING
SOFTWARE SERVICES RELATED TO THE AUBURN
MUNICIPAL GOLF COURSE
WHEREAS, The Auburn Municipal Golf Course currently uses 3 companies to
assist with various aspects of tee time management, financial management and
electronic marketing; and
WHEREAS, the Parks, Arts, and Recreation Department recommends
consolidating all operations under one vendor; and
WHEREAS, GOLF NOW G1, LLC can provide for wider marketing opportunities,
a more robust reservation system, and an updated point of sale system,
WHEREAS, it is in the public interest for the parties to enter into an agreement
for these services.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor is hereby authorized to execute an Agreement
between the City and GOLF NOW, LLC, for golf course management software, which
agreement shall be in substantial conformity with the agreement attached hereto as
Exhibit A and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
----------------------------
Resolution No. 5021
December 17, 2013
Page 1 of 2
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this,,� day 2014.
CITY OF AUBURN
,fqANC A KUS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
Daniel B. Heid, ity ttorne
----------------------------
Resolution No. 5021
12.17.13
Page 2 of 2
GOUNCOW
Go. Play. � � ��►�,
GolfNow Software License/Marketing/Technology Agreement and Order Form
as Offollo ing Agreement between GolfNow G1,LLC("GOLFNOW")and Awn.,rn (,vi f Cu l Yse.("COURSE")shall be effective
(the"Effective Date")and shall govern GOLFNOW's provision of software,marketing,and technology
services for the following of COURSE's golf courses: I�ittiavv n Gyt i eiz l)i sil? . This Agreement
shall be governed by the Standard Terms and Conditions attached hereto as Appendix A(incorporated herein by this reference). The
initial Term of this Agreement shall be for two(2)years and shall be non-cancellable. Upon expiration of the initial Term,this
Agreement shall automatically renew for successive one(1)year terms unless terminated by either Party in writing at least thirty(30)
days prior to any renewal term. COURSE's Total Payment to GOLFNOW shall be in the amount indicated below,in exchange for
which GOLFNOW shall provide COURSE with access to the below-referenced services(the"Services")upon COURSE's request,and
an annual license to the below-referenced software(the"Software").
FORE Reservations Software Modules:GOLFNOW shall provide COURSE with an annual license to each of the following FORE modules:
• FORE Reservations electronic tee sheet reservation system;
• FORE Sell point of sale software;
• FORE Marketing;
• FORE Cloud Backup.
GoffNow Core Platform:
• Promotion of COURSE and COURSE tee time inventory on Golfnow.com and GolfNow's network of partner websites;
• Marketing of COURSE across GOLFNOW assets(could include TV,web,print,radio,grassroots);
• Demand-based pricing support,Revenue at risk analysis,Tee sheet management services,Dedicated market management
team,Real-time reporting;and
• GolfNow Central Technology:Web-based log in access,inclusive of online tools for managing tee time inventory and revenue
management and auto adjust technology.
COURSE Booking Engine and Facebook Booking Engine":GOLFNOW shall develop COURSE's own golf course booking engine(to be
hosted on COURSE website)and COURSE Facebook Booking Engine(if applicable). Course shall make Trade Times available for purchase
on the Booking Engine(s). Among the features available for COURSE are:Customizable booking engine components,Multiple rate options,
Promotional code technology.
GolfNow Mail:GOLFNOW shall develop COURSE Mail Customer Marketing Tool(to be integrated into COURSE GolfNow Central login).
Among the features available for COURSE are:Multiple design and template options,Email marketing,customer profiles and segmentation.
Website and Mobile Website Development and Hosting:GOLFNOW shall develop COURSE's own customized and unique desktop website
and mobile website(each to be hosted on COURSE-owned domains),utilizing one of several GOLFNOW templates designed to highlight
specific COURSE features and programs. GOLFNOW and COURSE shall work cooperatively to identify appropriate COURSE features.
TeeTimes.com:GOLFNOW shall include COURSE on TeeTimes.com website and mobile application.
GolfNow Premium Marketing Program: GOLFNOW shall provide COURSE with premium exposure-based assets intended to increase
COURSE awareness through GOLFNOW-affiliated assets. All GOLFNOW exposures will link directly to COURSE's individual COURSE profile
page. Exposures could include:WorklGolf(fravelGolf network(featured placements,banner exposure,content integration,etc..on applicable
URLs and pages);database exposures;graphical exposures in relevant local market databases.
Total Pavr bht:. '2 Trad-'Tines' er da '`er Golf coii�se
COURSE Signature: X Printed Name: 1`�cXnt%
GOLFNOW Signature: Printed Name:
Trade Time:one 18-hole foursome(with cart)made available for sale by GOLFNOW for its own benefit,the tee time of which shall be mutually
agreed upon and between 30 minutes after COURSE opening until 4.5 hours prior to dusk GOLFNOW shall have the ability to sell Trade
Times for 1-4 players and the price is at the discretion of GOLFNOW. Trade Times shall be available for purchase on COURSE website,
golfnow.com,and GOLFNOWs network of partner websites.
—Split Online Fee:if COURSE elects to charge an online fee for rounds booked on its website,GOLFNOW shall retain.99¢/round and remit
the remainder to COURSE.
Single Course—FORE(PMP)
Appendix A
Standard Terms and Conditions
1. GOLFNOW Services. GOLFNOW shall provide GOLFNOW's Tee Time Marketing and Technology Services(the"Services")
for the purpose of marketing,promoting and selling COURSE tee times and enhancing COURSE's technology.GOLFNOW shall
provide access to COURSE tee times to any of its branded websites,partner or affiliated websites or any other distribution channel.
COURSE shall honor all tee times reserved through GOLFNOW's distribution channels and shall treat all golfers originating from
GOLFNOW with proper courtesy and respect. COURSE shall make every effort to maintain its inventory in the most up-to-date manner
possible,with proper communication to GOLFNOW regarding changes in availability,course conditions,etc...The Parties shall work
cooperatively to minimize double-bookings,cancellations and the like.
2. GOLFNOW Software. GOLFNOW grants COURSE a limited, non-exclusive,non-transferable license to utilize the FORE
Reservations Software(the"Software")as set forth on the included Order Form. COURSE may use the Software for the purpose of
managing and marketing COURSE's golf course properties and may not sell,sublicense, lend,or otherwise transfer the Software to
others. Neither COURSE,nor any third party working with or on behalf of COURSE, may reverse engineer,decompile,disassemble,
or customize the Software including but not limited to,creating any software interface with the Software for the purpose of selling or
marketing of tee times through the Internet or any Internet site,without the express knowledge and written agreement of GOLFNOW.
COURSE understands and acknowledges that all third party vendors must have a written agreement with GOLFNOW in order to create
any interface with the Software.
3. Fees and Pricing.COURSE's only payment to GOLFNOW shall be the"Total Payment"amount set forth on the Order Form
attached hereto. COURSE shall have the right to approve the price and amount of all non-Trade Time inventory offered in the
GOLFNOW network. GOLFNOW shall receive tee times and rates equal to or better than those offered by COURSE to any third-party
distribution service. In the event that COURSE does not comply with the pricing requirements hereunder or otherwise fails to cooperate
with the terms of this Agreement resulting in the Agreement being terminated by GOLFNOW,COURSE shall be required to pay
GOLFNOW a fee of$250/month for each month after termination through the end of the current Term.
4. Term and Termination. The initial Term of this Agreement shall be for two (2) years and shall be non-cancellable. Upon
expiration of the initial Term, this Agreement shall automatically renew for successive one (1)year terms unless terminated by either
Party in writing at least thirty(30)days prior to any renewal term. Either Party may immediately terminate this Agreement in the event
that the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days' written notice. Upon
termination of this Agreement,COURSE shalt delete and return all Software and all copies and sign a statement certifying same.
5. Support and Training. GOLFNOW shall provide COURSE appropriate levels of training (including access to remote training
and on-line resources). Additional in-person training may be provided for an additional fee. Telephone and email support shall be
provided to COURSE during normal business hours through GOLFNOW's published phone numbers and email addresses.
6. Data Securi ty. Industry standards have been set by the Payment Card Industry Data Security Standards("PCI Standards")for
protection of customer information. The Parties represent and warrant that they will comply with PCI Standards during the entire Term
of this Agreement and thereafter with respect to customer data accumulated during the Term, and further agree to adhere to all other
applicable standards, laws, rules, and regulations for protection of customer data to which they have access during the entire Term of
this Agreement. GOLFNOW agrees that it will use systems, tools and security and take commercially reasonable steps to ensure
COURSE customer data hosted by GOLFNOW is not accessed, redistributed,duplicated,or modified.
7. Limited Warranties and Remedies. Both Parties represent and warrant that:(a)they have the authority to enter into this
Agreement and that their signatories are duly authorized and empowered to sign this Agreement on their behalf;(b)they will comply
with all applicable laws,ordinances,statutes,regulations and rules,and that they have the power to settle fully and completely all
claims,causes of action,demands,charges and liabilities arising out of or relating to the Agreement. GOLFNOW will provide the
Services and the Software in a professional and workmanlike manner and free from any unreasonable defects,and GOLFNOW will use
all reasonable means to fix any defect in the Software or Services that may arise. GOLFNOW will provide COURSE with training on
how to use the Software and Services and provide support as needed by COURSE.GOLFNOW shall notify COURSE in advance of
any Software or Service updates and will provide appropriate training and/or materials to COURSE concerning all updates. COURSE
and its authorized users will use the Software and Services only in accordance with this Agreement. Aside from these warranties,THE
GOLFNOW SOFTWARE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE.With respect to malfunctioning Software, GOLFNOW's entire liability and COURSE's exclusive remedy shall be
either repair/replacement of the Software.
8. Limitation of Liability. EXCEPT FOR THIRD PARTY LIABILITITES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION,ANY DAMAGES BASED ON LOSS OF PROFITS,LOSS OF USE,BUSINESS INTERRUPTION OR LOSS OF DATA),EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY
REGARDLESS OF THE CAUSE OR THE FORM OF ACTION (WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE,STRICT LIABILITY OR OTHERWISE).
Single Course—FORE(PMP)
9. Ownership of Property and Data. All personally-identifiable customer information supplied to GOLFNOW by COURSE (e.g.
through the GOLFNOW booking engine or through the Software) remains the sole property of COURSE, cannot be copied, sold or
reused by GOLFNOW, and will be treated as confidential business information with at least the same degree of care as GOLFNOW's
own confidential business information. All non-personally identifiable customer information supplied to GOLFNOW by COURSE(e.g.,
anonymous survey results, general usage data), as well as all customer data obtained independently by GOLFNOW(e.g., through an
end-user booking a tee time at golfnow.com or other affiliated websites) shall be GOLFNOW's sole property, but may be shared with
COURSE should the Parties agree and obtain end-user consent for such an arrangement. The following shall remain the sole and
exclusive property of GOLFNOW:(a)the GOLFNOW Software and Services(including any of GOLFNOV\Ps enhancements or upgrades
thereto), and all other software and materials developed, conceived, originated, prepared, generated or furnished by GOLFNOW under
this Agreement; and (b) all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights in
and to the foregoing. To the extent that GOLFNOW has provided COURSE with any hardware, all such hardware shall remain
GOLFNOW's property and shall be returned by COURSE to GOLFNOW upon the earlier of termination of this Agreement due to
breach or expiration of the Term.
10. Dispute Resolution. This Agreement shall be governed, interpreted and construed under the laws of the United States and the
State of Florida without regard to any conflict of law principles. The Parties shall act in good faith and use commercially reasonable
efforts to promptly resolve any claim, dispute, controversy or disagreement(each a"Dispute")between the Parties under or related to
this Agreement. Any Dispute arising out of this Agreement which cannot be resolved by the Parties shall be governed exclusively by
binding arbitration initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
conducted in the Orlando, Florida metropolitan area. The arbitrator shall have the power to award reasonable attorney's fees and costs
to the prevailing party in any arbitration, and either party shall have the right to take appropriate action to enforce any arbitration award
in any court having jurisdiction over the applicable party.
11. Miscellaneous. This Agreement shall constitute the entire understanding of the Parties with respect to the subject matter
hereof and supersedes any and all prior understandings and agreements, written or oral, relating thereto — between COURSE and
GOLFNOW or FORE Reservations. Except as otherwise provided herein, GOLFNOW may amend the terms and conditions of this
Agreement by giving COURSE at least 60 days prior written notice thereof and giving COURSE the option to terminate this Agreement
within 30 days of receipt of such notice. This Agreement may be executed in one or more counterparts, with electronic exchange of
signatures (pdf) sufficient to bind the Parties. The Agreement shall be binding upon GOLFNOW and COURSE and their respective
successors and assigns;provided,however,that COURSE shall not assign this Agreement or any of its rights or obligations hereunder,
without the prior written consent of GOLFNOW, which consent shall not be unreasonably withheld, conditioned, or delayed. Any
subcontractors retained by GOLFNOW to perform certain obligations hereunder shall be bound by and their actions are governed by
this Agreement as if GOLFNOW itself was performing such obligations.
Single Course—FORE(PMP)
Traffic Assicmment Request for comScore Inc. Renortina
1 �O�K c �C-d( 5 (Name), u v (Title) of
M"')Ov�1 certify that F_;v—Y-se– (COURSE)
a) is the majority owner of the URLs listed below
b) enjoys a legitimate business relationship with Golf Channel justifying the aggregation of this traffic,and
c) requests assignment of the traffic to these URLs from COURSE to Golf Channel:in the comScore Inc.
syndicated audience measurement reports.
In requesting this assignment,I understand that the COURSE will independently contribute traffic associated with the
publisher from the assigned URLs in the syndicated audience reports for those entities where Golf Channel elects to
include these URLs. This assigned traffic will contribute to Golf Channel's overall traffic,while remaining independently
reportable. These URLs may not be assigned to any other company. in the event that comScore Inc.receives multiple
requests for assignment of the same URL,comScore Inc.will review and honor the request most recently received.
I understand that this request is subject to review by comScore Inc.to determine that the assignment of traffic is
consistent with comScore Inc.reporting rules. comScore Inc. retains the right in its sole discretion to refuse the requested
assignment if such assignment would in fact be Inconsistent with comScore Inc. reporting rules. If necessary, comScore
Inc.may require additional documentation to verify ownership of the URLs before granting.this request. For example,if
COURSE is not the named registrant of the URLs listed below, COURSE must provide documentation demonstrating that
the registrant of those URLs is(1)owned or(2)employed by COURSE.
I understand that acceptance of this letter by comScore Inc.imposes no legal liability whatsoever on comScore Inc.for
damages,whether actual,incidental or consequential, relating to the maintenance or reporting of the attached URLs. 1
understand that the COURSE is fully responsible for timely notification to comScore Inc.of any updates to the list below,
including,but not limited to,changes in ownership of any of those URLs.
COURSE shall indemnify and hold harmless comScore Inc.from and against any claims,liabilities,costs and expenses of
any kind(including reasonable attorney's fees and expenses)arising out of any allegation of improper assignment of the
URLs pursuant to this letter.
[List of URLs here]
%buntlol f course . orq
ignatur Nam— --
Title COURSE
t/�211�l
Date
Single Course—FORE(PMP)