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01-184O�IGI�lt�L Presented By Council File # C�� Green Sheet # (p��.�S 1 WHEREAS, the Saint Paul City Council authorized the Division of Parks and Recreation 2 to issue a RFP for golf reservation systems, to include Internet access to tee times, in Council 3 File 00-1105; and 4 WHEREAS, the Division of Pazks and Recreation, based upon its review of all of the 5 proposals received, wishes to enter into an agreement with Tee Master to provide this service; 6 and 7 WHEREAS, Section 85.13(a) permits the Council by resolution to waive one or more of 8 the requirements of the Chapter, related to managed competifion; and 9 WHEREAS, no current City employee performs the full extent of the services to be l 0 provided, and no current City employee will be laid off, reduced in hours, benefits or pay, 11 demoted or transferred involuntazily as a result of this agreement, now therefore, be it 12 RESOLVED, that proper City officials and staff are hereby directed and authorized to 13 enter into the attached agreement with Tee Master for the provision of golf reservation services, 14 notwithstanding the requirements of Saint Paul Legislative Code Chapter 85. Requested Division/of Parks and � � Adopted by Council: Date �,�• a:� Form Approved by City Adoption Certified by Council Secretary By: ��„L., Q� �/c• `�- • By , Approv-ed�by Mayor for Submission to ��,��/ Council Approved by Mayor: Date: �� n B� � .�--- By: RESOLUTION CITY OF SAINT PAUL, MINNESOTA _ ., , 0�0 V DEPARTMENT/OFFICE/COUNCII OATEINITIATED GREEN SHEET NO. 106665 Parks and Recreation February'f6, Zoo, p 1 _ y CONTACT PEfl50N AND PHONE INITIAL/OATE INITIqL/DATE Mike Hahm - 266-6444 —.►' , 1 DEPARTMEM UIRECT�R 4 CIiY COUNCIL ASSIGN NUMBER FOR� Z CIN ATTOFNEY _CIiY CLERK MUST BE ON COUNCIL AGEN�A BY (DATE) HOUIING � OFDER /% FlNANCIAL SERVICES DIB. 2/2$/p� .� MAYOR{ORASSISTANiI 5 Parks-Hahm TOTAL � OF SIGNATUflE PA6E5 � (CLIP ALL LOCATIONS WR SIGNATURE) ACTION REQUESTED: ' Authorize City officiais and staff to enter into agreement with Tee Master for the provision of golf reservation services. RECOMMENDATIONS: Approve IA) or Re�ec[ (R� PEp50NAL SERVICE CONTIiALTS MUST ANSWER il1E FOLLOWING QUESTIONS: PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has this pe�soNfirm ever work¢d untler a coniract for this tlapartmenV CIB COMMITTEE VES NO ,4 STAFF 2. Has th�s person/4um evet been a nty employee? YES NO DISTflICT COUNCIL — -- 3. Does this person/tirin possess a skill no[ normally possassetl by any current city employee? SUPPOFTS WHIGH COUNQL OBJECTIVE� YES NO � Ezplain all Yes answers on separate sheet antl attach to green sheet. INITIATING PROBLEM, ISSUE, OPPORTVNITV (Who, What, When. Where. Why�: The Division of Parks and Recreation issued a RFP for the provision of a reservation and marketing system. Resulting from this process, the Division wishes to enter into an agreement with Tee Master. ADVANIAGESIFAPPROVE�� Internet access to tee time will be available, referrals to other courses will be possible and ali reservations will be secured by credit card. These outcomes will result in increased play and increased revenues. � � DISAOVANTAGES IF APPROVED: ��?"r:i ��; ,;_;_�� j None FE� � �. �� DISADVANTAGES IF NOT APPROVED: Customers will not realize the above listed benefits of the reservation system, including incre8sed opportuhities for play. Revenues will realize an increase. TOTAlAMOUNTOFTflAN5ACT10N $ 545.000 (annuall COSLREVENUEBUOGETEU(QRCLEONEI VES NO FUNDINGSOURCE Golf Proceeds Isoecial fund) ACTIVffYNUMBER 325-23117. 23118, 23120 FINANCIAL INFORMATION: (E%PLAIN) , o �-�t�{ Agreement # 02- Between the City of Saint Paul and Tee Master THIS AGREEMENT is made as of the day of by and between the City of St. Paul, a municipal corporation of the State of Minnesota, hereinafter referred to as "City" and Tee Master, whose address is 12450 �Vayzata Blvd., Suite 224, Minnetonka, MN 55305, hereinafter referred to as "Tee Master". The City and Tee Master, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, agree as follows: SECTION 1: Definitions. A. For purposes of this contract, the following wards and phrases shall have the meanings set forth in this section, except where the context clearly indicates that a different meaning is intended. 1. Acceptance date shall mean the date on which the City (a) delivers notice to Tee Master that the System substantially performs in accordance with the requirements set forth in City RFP #A-21919-2 and the Proposal. 2. Business recor�ls shall mean any books, documents, papers, account records and other evidences, whether written, electronic, or in other form, belonging to Tee Master and pertaining to work performed under this Agreement. 3. Deliverables shall mean all softwaze, hardware, documentation, reports, manuals, and other materials developed for or delivered to the City by Tee Master under this Agreement. 4. Effective Date shall mean the date on which this Agreemenf is fixlly executed by Yhe parties. 5. Praposal shall mean the document submitted to the City of Saint Paul by Tee Master in response to RFP # A-21919-2 on January 3, 2001. 6. Software shall mean an existing software program marketed by Tee Master that supports the gotf reservation system as described in the Proposal. 7. Supporting Documentation shall mean any surveys, questionnaires, notes, research, gapers, analyses, whether in written electronic, or in other format, and other evidences used to generate any and all work performed and work products generated undex this Agreement. 8. System shall mean all hardware, software, phone lines, manuals, materials, equipment and other components delivered by Tee Master to the City for purposes of providing the golf reservation system requested by the City. �� -��'t 9. Upgrade(s) shall mean unprovements made by Tee Master to the System which relate to operating performance and does not change the basic function of the System. 10. Work Products shall mean any report, recommendation, paper, presentation, drawing, demonstration, or other materials, whether in written, electronic, or other format that results from Tee Master's services under this Agreement. 1 l. No Show shall mean any occurrence when a customer with a valid reservation entered on the reservation system fails to show up as scheduled and has failed to cancel their reservation as per the established cancellation policy. 12. Booking Error shall mean any occurrence when a mistake due to a Tee Master employee or Software causes inaccurate reservation information to be entered onto the reservation system and such error is undetected until the affected time and causes a reduction in business to the City. 13. Net Rounds shalt mean total rounds played less league, event and outing rounds. Section 2. Scope of Services A. Oeerall System 1.Tee Master agrees to provide the hardware, soRwue, phone lines and other components of the golf reservation system as described in its Proposal and this Agreement. Tee Master shall provide and maintain for each golf course listed below, the golf reservation software that will allow City staff to accept and book reservations and to access information regarding reservations made by Tee Master through its Call Center and Web Site. The golf courses are: a) Como Park Golf Course b) Highland Pazk 18 Golf Course c) Phalen Pazk Golf Course d) Highland Park 9 Hole (Golf reservation system only; no Internet, l�'o Call Center) e) All Future First Tee and/or Junior Golf Facilities fl Lessons at Any Future Learning Centers 2. Durin� the initial and any renewal term of this Agreement, Tee Master shail also provide such Software updates as may be released by Tee Master and such reasonable modifications to Yhe Software as requested by City. in the event that the CITY requests modifications to the updates that are unique and exclusive to the CITY, the CITY shall be obligated to pay TEE MASTER for such modifications in an amount mutually agreed upon by the parties prior to the commencement of the modifications, per Attachment A. II. B. o�_�ty 3. Tee Master shall fumish all labor, material, equipment, insurance, and incidentals necessary to install, maintain and operate the System including, but not limited to: a) the computer hardwaze necessary for the City to operate the Software, more specifically described on the attached Appendix A. b) licenses for all third pariy softwaze necessary to operate the Software c) alI Intemet access fees d) phone line for DSL (or equivalent non-dial up connection) service. 4. Notwithstanding any provision in this Agreement to the contrary, Tee Master shall not be obligated to make reservations via the call center or Internet for Highland Pazk 9 hole golf course, until such time as the parties have mutually agreed on the financial terms related to provision of services for this course. B. Phone Reservation Call Center 1. Tee Master shall provide a phone reservation call center to accept and book reservations for tee times and lessons at the Courses and other City facilities as designated by City. Tee Master agrees that it will maintain the call center in the Twin Cities seven county metropolitan area in order to be able to provide accurate information regarding current course and weather conditious and directions to the Courses. The call center shall be open from 6:00 a.m. to 10:00 p.m. every day from Mazch 1(or such later date that may be designated by City as the opening day of the golf season) to November 30 (or such eazlier date that may be designated by City as the end of the golf season). 2. Tee Master shall provide necessary staff and equipment such that the average holding time (the time from receipt of the call tuitil connection with a live operator} per caller is not more thau 30 seconds. 3. Tee Master shall maintain the necessary equipment to calculate, monitor and record holding times. Tee Master shall take such reasonable measures as may be necessary to provide courteous and professional telephone operators. 4. As part of the Agreement, Tee Master will provide each golf course with the appropriate support to route calls as determined by the Golf Course and Tee Master. Tee Master will also provide each golf course with two (2) voicemail boxes. C. Reservation Web Site 1. Tee Master shall maintain a reservation web site for accepting and booking on-line reservations for tee times and lessons at the courses identified herein and other City facilities as designated by City. The reservation web site shall be accessible via the Internet 24 hours per day every day during the term of this Agreement. However, City agrees that Tee Master shall not be required to maintain a reservation web site after the end of the golf season and prior to the beginning of the next golf season (as determined by City at its sole discretion) unless City operates a winter golf facility. ot-Iry 2. Tee Master's web site shall include a link to City's web site and appropriate mazketing information about the Course. The text and display of the marketing information shall be approved by City prior to posting on the web site. 3. The phone and web site reservation systems shall be integrated so that the availability of tee times shall be immediately accessible upon enriy by the person (Tee Master staff, City staff or customer via the Intemet) of appropriate reservation data. D. Reservation Criteria l.Tee Master shall train its phone operators and modify the reservation software to ensure that all reservations can only be made or entered if the requested reservation complies with the reservation policies established by City. E. "No-shows" and Bookine Errors. 1. The City and Tee Master shall develop and agree upon a no-show collection policy and Procedure. Tee Master shall perform the following duties to assist the City in collection for no-shows: Initiate credit card charges for reservations made through the website, call center, or otherwise, as directed by City staff, including initiating charges for reservations made at the golf course by customers having active Tee Master accounts Tee Master will provide documentation of charges to City, receive funds from the credit card issuers, and remit to City monthly (either by check or credit against amounts owing to Tee Master by the City) all funds received from such charges, less 3.25% representing the card processing fees charged to Tee Master. 2. Tee Master shall not be obligated to pay City with regard to charges disputed by the customer or waived by City staff and , therefore, not collected by the Tee Master. However, with regard to such disputed charges, Tee Master shall provide the City with such docuxnentation or information as may be reasonably requested by the City in order for the City to pursue collection. 3. Tee Master shall be obligated to pay the City for booking errors caused or allowed by Tee Master with regard to reservations made through the website or call center in an amount equal to the lost revenue to the City. Tee Master shall prepare and submit to the City with each monthly invoice a report of all compensable no-shows and booking errors that occurred the preceding month. F. Availabilitv Tee l��taster shall work to ensure that the System is avai'able for use by the City 4vhen needed. If the System is unavailable to the City for more than 4 hours on any business day dt�ring the golf season between the hours of 7 a.m. and 8 p.m., due to a mechanical or operational failure by Tee Master, The City will receive a credit of 1/30th of its next installment payment. G. Training As needed, and aY a minimum of once per yeaz, Tee Master shall provide training to City staff on the operation of the hardware and software. ot-ir�t H. Data Base of Clientele. 1. Tee Master shall maintain records of the following information with regard to each customer that makes a reservation that is entered into the reservation system: name; address• phone number; email address; courses played; frequency of play; date of play; and the method of reservation. 2. Tee Master shall provide customer records to the City upon request and shall provide such information in the format(s) reasonably requested by Ciry. L Marketine Promotions and Advertisin¢ 1. Tke City, to assist with marketing and promotion of the City golf courses and the electronic reservation system, may elect to offer promotional rounds of golf at no charge to Tee Master for agreed upon uses. The City may place appropriate restrictions on promotional rounds, including the location, number and the time/date of play. 2. In addition to the marketing, promotions, and advertising initiatives outlined in Tee Master's RFP response, Tee Master agrees to extend its consulting services to City for marketing, promotions, and advertising. Tee Master will, in conjunction with City, evaluate opportunities, suggest changes or alternatives to opportunities, and aid in implementation of opportunities at the request of the City. Tee Master will also, at the City's request, participate in meetings or proposals relative to City's marketing, promotions, and advertising efforts. Section 3. Time for Completion A. Tee Master agrees to commence work on the installation of the System upon the execution of this Agreement and complete such installation no later than April 1, 2001. B. Tee Master shall not proceed with any task without specific authorization from the Project Manager designated by the City. C. In the event there are delays caused by actions of the City or which may be reasonably requested by Tee Master which can change the completion date, Tee Master shall request an extension of time for completion of the System The Project Manager will review the request and inay grant to the Consultant such extensions of contract time as may be reasonable. Section 4. Testing and Acceptance. A. City and Tee Master shall mutually develop and agree upon an acceptance testing plan and process. The pian shall, at a minimum, detail the scope of testing and specific test cases for the System, as well a s a Standard of Performance to be applied to the acceptance testing instrument. o�-�Yy B. The City shall have thirry (30) days to accept or deny any software or other component of the System after Tee Master has submitted it to the City for acceptance. The acceptance or denial by the City shall be indicated and memorialized in writing by letter from the City's Project manager. Acceptance will occur default after thirty (30} days foilowing the City's receipt of said documentation and zourines if no reason to the contrary is given in writing within that time. C. Final Acceptance of the System is the acceptance of all the developed and installed sofiware and components as they are functioning together to include the interacfion with any third-party software needed for the routine function of the System. Unless there is a performance problem, final acceptance will be given within thirry (30) days after the system goes live and is used in production. D. After City acceptance of any part of the System or upon final acceptance of the completed System, if subsequent testing and/or production operation demonstrate that the System is deficient in performing as specified in this Agreement, City shall provide Tee Master with a written notice of the system's failure to perform. Within twenty (20) working days of receipt of such notice, Tee Master shall, at its own costs, use its best efforts to correct the identified problems so that the System performs according to specifications. If, after twenty (20) working days following the City's written notice of failure to perform, Tee Master has failed either to supply a correction plan acceptable to the City or to make corrections, Tee Master shall be liable to the City for damages a specified in Section 19 of this Agreement. Section S.Compensafion and Billing A. City shall pay to Tee Master the sum specified below for each year payable in 9 equal monthly installments (payable in April through December of each year), less monthly adjustments if any, pursuant to Section 2.E. and 2.F. of this Agreement. Year 1/2001 Yeaz 2/2002 Year 3/2003 Annual Amount Due $43,900 $46,000 $50,900 Installment Amount $4,877.78 $5,111.11 $5,655.56 B. In the event that the number of Net Rounds (for all courses) made via the Internet is less than 15% of the total munber of ail of the Net Rotmds made via the lnternet and cail center combined, the City shall pay to Tee Master in a lump sum an additional amount as specified beiow: Additional Amount Due Year 1/2001 �1,600 Year2/2002 �1,900 Year 3/2003 $2,600 o� _ te'y C. Tee Master shall provide to the City a monthly invoice showing the amount due and the City shall pay the invoice pursuant to Tee Master's standard invoice terms. No payment will be made for any incomplete or defective work until the same has been remedied in accordance with the Specifications at no additional cost to the City. D. No reimbursements will be made for any expenses incurred by Tee Master except as provided in this Agreement. In the event that Tee Master fails to comply with any terms or conditions of the Agreement or to provide in any manner the work or services as ab eed to herein, the City reserves the right to withhold any payment until the City is satisfied that corrective action has been taken or completed. This option is in addition to and not in lieu of the City's right to termination as provided in other sections of this Agreement. Section 6. Warranties, Ownership and Use A. Ov✓nershiti of Software. 1. The parties acknowledge and ab ee that the golf reservation software is the property of Tee Master and that this Agreement constitutes a license to use such software during the term of this Agreement. Upon the expiration or termination of this Agreement, all right, title and interest to the Software shall remain with Tee Master. Tee Master represents and warrants that it owns or is authorized to use the golf reservation system software. 2. Tee Master, at its expense, will be required to defend any claim or suit which may be brought against the City for the infringement of patents or copyrights arising from Tee Master's or the City's use of any materials, computer software and products, or information prepared for or developed by or delivered by the Tee Master in connection with the performance of this Agreement and any suit alleging a violation of the Minnesota Government Data Practices Act resulting from an act or omission by the Tee Master or its agents or employees. In any such suit, Tee Master will indemnify the City against any costs incurred by City, includ"ang attorney fees, and damages assessed against City, whether determined by settlement or judgment. 3. The City shall give Tee Master prompt written notice of such claim or suit and full right and opportunity to conduct the defense thereof, together with full information and cooperation. If principles of governmental or public law are involved, the City may participate in the defense or any such ac#ion. 4. If, in Tee Master's opinion, the materials, software or information mentioned in the paragraphs above are likely to or do become the subject of a claim or infringement of a United Sta+.es raten± cr copyrigLi, then without diminishing Tee Mzster's ohliga.i�n to satisfy any fival award, Tee Master may with the City's written consent, substitute other equally suitable equipment, materials and information, or, at Tee Master's option and expense, obtain the right for the City to continue the use of such equipment, materials and information. In the event of materials and/or software substitution, the City must protect its interests in data used by such materials or softwaze through recovery or conversion on such data to other approved materials or software. 7 o t- IY4 B. Ownershio of Data. The parties aiso acknowledge and agree that all information provided to Tee Master by City or customers of the golf courses identified herein is the property of City. Further, Tee Master acknowledges and agrees that the customer data is "Social Recreation Data" which is properly classified as private data under the Minnesota Govemment Data Practices Act and, as such, cannot lawfully be released or disclosed to any person or enrity other than the staff of the Tee Master and City who have a need to know such data. C. OwnershiD of Hazdware. City agrees that title to the hardware shall at all times remain vested in Tee Master. Accordingly, upon the expiration or termination of this Agreement, Tee Master shall be entitled to remove its hardware from all of the City golf courses. However, if Tee Master does not remove the hardware from the golf courses within 90 days of the expiration or termination of this Agreement, the hardware shall be deemed abandoned and shall become the property of City. City will not unreasonably deny to Tee Master access to its facilities. Section 7. City Responsibilities. A. The CiYy agrees to provide Tee Master with information as required to facilitate the operation of the System and Softwaze in a timely manner. If Tee Master requests specific information related the City's golf policy and practices, the City will provide a response within 48 hours or such other time if mutually agreed to by the parties. B. The City agrees to provide Tee Master with access to its facilities as required to facilitate the operation of the System and Software in a timely manner. If Tee Master requests access for such a reason, the City will provide such access within 48 hours or such other time if mutually agreed to by the parties. Section 8. Wark Products, Records, Dissemination of Information. A. All deliverable work products and supporting documentation that result from the Tee Nlaster's services under this Agreement shall be delivered to the City and shall become the property of the City after final payment is made to Tee Master with no right, title, or interest in said work products or supporting documentation vesting in Tee Master. B. Tee Master agrees not to release, transmit, or other wide disseminate any information associated with or generated as a result of the work performed under tliis Agreement without prior Imowledge and written consent of the City. C. In the event of termination, all work products, whether finished or unfinished, and supporting documentation prepared by Tee A�aster under this Agreement shall be delivered by Tee Master to the City by the tennination date and there shall be no further obligation of the City to Tee Master except for payment of amounts due and owing for any authorized work performed and expenses incurred to the date and time of termination. o � -1�`f D. Tee Master aa ees to maintain all business records in such a manner as will readily conform to the terms of this Agreement and to make such records available at its office at all reasonable times during the Agreement period and for six (6) yeazs from the date of the fmal payment under the contract for inspection or audit by the City, the State Auditor, or other duly authorized representative. E. Consultant (Provider) agrees to abide strictly by Chapter 13 of the Minnesota Statutes (Nlinnesota Government Data Practice Act) as well as any other applicable federal, state, and local laws or ordinances, and all applicable rules, regulations, and standazds established by any agency of such governmental units which are now or hereafter promulgated insofaz as they related to Tee Master's performance of the provisions of this Agreement. Section 9. Insur�nce A. Consultant sha11 be required to carry insurance of the kind and in the amounts shown below for the life of the contract. 1. Public Liability Insurance a) Bodily Injury b) Property Damage 2. Automobile Insurance a) Bodily Injury $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 2,000,000 $ 750,000 $ 1,000,000 each occurrence aggregate each accident aggregate per person per accident b) Property damage not less than $50,000 per accident 3. Workers Comnensation and Em�lover's Liabilitv a) Worker's Compensation per Minnesota Statute b) Employer's Liability shall have minimum limits of $100,000 per accident; $100,000 per employee; $100,000 per disease policy limit. 4. General Insurance Requirements a) The policy is to be written on an occurrence basis or as acceptable to the City. Certificate of insurafi�e mus± indicate if the policy is issued en a claims-made er occurrence basis. All certificates of insurance shall provide that the City's Division of Contzact and Analysis Services be given not less than thirty (30) days prior �vritten notice of cancellation, non-renewal or any material changes in the policy. Agent must state on the certificate if policy includes errors and omissions coverage. °+-u'4 b) The Consultant shall not commence wark until a Certificate of Insurance covering all of the insurance required for this project is approved and the project manager has issued a notice to proceed. Insurance must remain in place for the duration of the original contract and any extensions periods. Section 10. Project Management. A. The City requires Tee Master ta assigr a specific individual as a pzimary contact point or Project Manager. Tee Master's designated individual is Jay Adams. B. The City has designated Michael Hahm as the Proj ect Manager for this Agreement, and the individual to whom all communications pertaining to the Agreement shall be addressed. The Project Manager shall have the authority to transmit instructions, receive information, authorize amendments or changes to the Agreement, and interpret and define the City's policies and decisions pertinent to the work covered by this Agreement. Section 11. Equal Opportunity. A. No person, on the grounds of race, sex, sexual or affectional orientation, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of said services. No discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors. Such discrimination shall not be practiced against the public in its access in and use of the services provided for public accommodations, and; Tee Master shall use the premises in compliance with all other requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183 as weil as all State, Local and Federal laws, rules and regulations. Section 12. Compliance With Applicable Law. A. Tee Master agrees to comply with all federal, state, and local laws or ordinances, and all applicable rules, regulations, and standards established by any agency of such govermnental units, which aze now or hereafter promulgated insofar as they relate to Tee Master's performance of fhe provisions of this Agreement. It shall be the obligation of Tee Master to apply for, pay for, and obtain all permits and/or licenses required. Section 13. Term and Termination A. Term The initial term oftle Agreement si:a" ecinmence u�on'esecutierf by :he parties aild continue through December 31, 2003. The City, at its option, may renew this Agreement for up to two additional one-year terms. If the City elects to renew, the City shall give a written rene��al notice to the Tee Master of not less than 60 days prior to the expiration date of the initial term or the first rene�val term. Tee Master is required to provide pricing for the additional one year terms no later than September 1, 2003. 10 o ►-�py B. Termination This Agreement may be ternunated by the City at any time and without penalty, with or without cause, upon thir[y (90) days' �vritten notice to Tee Master. In the event of termination, Tee Master shall be entitled to payment, detennined on a pro rated basis, for work or services performed to the reasonable satis�action of the City C. Default. In the event Tee Master fails or neglects to comply with any term or condition of this Agreement or to provide the services as stated herein, City shall have the ri�ht, after written notice, to cease payment hereunder. This remedy shall be in addition to any other remedies, including termination, available to the City in law or equity. The City shall be entitled to recover reasonable attorney's £ees and costs of collection associated with enforcin� its rights hereunder. Section 14. Independent Contractor. A. Independent Contractor It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Tee Master to the City is that of independent contractor and not that of employee. No statement contained in this Agreement shall be construed so as to find Tee Master an employee of the City, and Tee Master shall be entitled to none of the rights, privileges, or benefits of Saint Paul employees. B. Payment of Others. Tee Master shall pay all of Tee Master's employees, agents, and any subcontractors furnishing service, labor, equipment, or materials incidentai to the performance of Tee Master's obligations under this Agreement and Tee Master will furnish the City with satisfactory evidence that all of its subcontractors have been fully paid in accordance with Tee Master's payment terxns. Upon Tee Master's default or delinquency in making such payments to its subcontractors, the City may, at the option of the City, first pay the subcontractors and deduct the sum of such payments from any remaining balance due to Tee Master. Section 15. Amendment or Changes to Agreement. A. City or Tee Master may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensation must be authorized in writing in advance by die City. B. Any alterations, amendments, deletions, or �vaivers of the provisions of this Agreer.lent sha11 be valid only when reduced to n�riting and duly signed by tLe pzrties. C. Modifications or additional schedules shall not be construed to adversely affect vested rights or causes of action which have accrued prior to the efFective date of such amendment, uiodification, or supplement. The term °this Agreement" as used herein shall be deemed to include any future amendments, modifications, and additional scheduies made in accordance herewith. ii s�� Section 16. Assignment The City and Tee Master each binds itself and its successors, legal representative, and assigns of such other party, with respect to all covenants of this Agreement; and neither the City nor Tee Master will assign or transfer their interest in this Agreement without the written consent of the other. Section 17. Incorporation of Proposal. The contents of Tee Master's proposal are part of Tee Master's contractual obligation and are incorporated into this agreement by the reference. If there is any conflict between this agreement and any of the foregoing documents, or between this agreement and any clarifications or modifications submitted be Tee Master, this a�reement shall in all instances control. Section 18. Notices. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement shall be delivered in person or deposited in United States Certified Mail, Rettun Receipt Requested. Any notices or other communications shall be addressed as follow To Citv: To Tee Master: Division of Parks and Recreation Jay Adams Attn: Manager of Special Services 12450 Wayzata Boulevard, Suite 224 25 West Fourth Sh•eet, Suite 300 Minnetonka, Minnesota 55305 St. Paul, MN 55102 Section 19. �3'aiver. Any failure of a party to assert any right under this Agreement shall not constitute a waiver or a termination of that right, this Agreement, or any of this Agreement 's provisions. Section 20. Survivnl of Obligation. A. The respective obligations of the City and Tee Master under these terms and conditions, which by their nature would continue beyond the termination, cancellation, or expiration hereof, shall survive termination, cancellation or expiration hereof. B. If a court or governmental agency with proper jurisdiction determines that this Agreement, or a provision herein is unlawful, tliis Agreement or that provision, shall terminate. If a provision is so tenninated but the parties legally, commercially, and practicably can continue this Agreement without the terminated provision the remainder of this Agreement shall continue in effect. Sectfion 21. Interpretation off Agreement, Venue. A. This Agreement sha11 be interpreted and constnied according to the laws of the State of Minnesota. All litigation related to fliis Agreeinent shall be venued in the D;strict Court of the County of Ramsey, Second Judicial District, State of Minnesota. ]2 ai-��ry Section 22. Force Majeure. A. Neither the City nor the Consultant shall be held responsible for performance if its performance is prevented by acts or events beyond the party's reasonable control including, but not limited to: severe weather and storms, earthquake or other natural occurrences, strikes and other labor unrest, power failures electrical power surges or current fluctuations, nuclear or other civil military emergences, or acts of legislative, judicial, executive, or adminislrative authorities. Section 23. Entire Agreement. A. It is understood and agreed that this entire Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matters herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the year and date first written above. For the City: Approved as to form: For Tee Master: By Vice President, Sales Assistant City Attorney Mayor or Designee Director, Office of Financial Services Director, Human Rights Funding: Activity Number and Department Signature 13 o�-��y APPENDIX A: System Details I. Hardware Elements Tee Master will provide computer hazdware as described in its Proposal to assure that the System performs as described. All computer hazdwaze will meet or exceed the following specifications. ITEM CPU: VIDEO DISPLAY TERMINAL: I��ii:�i7_�:i�71 MOUSE: PERIPHERALS: SPECIFICATIONS Inte1550 Megahertz (new) 64 MG RAM 4 Gigabyte Hazd Drive 17" Color Monitor (new) Fuliy compatible with other system items Standard (new) Fully compatible with other system items Standard (new) Fully compatible with other system items Color InkJet Printer (new) Fully compatible with other system items Tee Master shall replace and upgrade hardwaze as necessary to provide optimal performance of Software II. Technical Support A. Service Call Response Time 1. Telephone Support Tee Master will provide reasonable telephone support between the hours of 6a.m. and 10 p.m. to respond to technical problems with the System. Tee Master will respond within four (4) hours. Response time for on-site assistance will be a maximum of six (6) hours or such other time if mutually agreed to by the parties. 2. Hardware Failure In the event of a failure of a hardwaze component of the System, Tee Master will repair or replace the component within 24 hours or such other time if mut'ually agreed to by the parties. B. Custom Proerammin� Tee Master sha11 perform custom progranuning for the City in addition to the programming needed to make the System fully operational upon reasonable request by the City. Such programming will be billed to the City at a rate not to exceed $140 per hour. Tee Master will initiate custom programming only upon written autharization of the City. 14 O�IGI�lt�L Presented By Council File # C�� Green Sheet # (p��.�S 1 WHEREAS, the Saint Paul City Council authorized the Division of Parks and Recreation 2 to issue a RFP for golf reservation systems, to include Internet access to tee times, in Council 3 File 00-1105; and 4 WHEREAS, the Division of Pazks and Recreation, based upon its review of all of the 5 proposals received, wishes to enter into an agreement with Tee Master to provide this service; 6 and 7 WHEREAS, Section 85.13(a) permits the Council by resolution to waive one or more of 8 the requirements of the Chapter, related to managed competifion; and 9 WHEREAS, no current City employee performs the full extent of the services to be l 0 provided, and no current City employee will be laid off, reduced in hours, benefits or pay, 11 demoted or transferred involuntazily as a result of this agreement, now therefore, be it 12 RESOLVED, that proper City officials and staff are hereby directed and authorized to 13 enter into the attached agreement with Tee Master for the provision of golf reservation services, 14 notwithstanding the requirements of Saint Paul Legislative Code Chapter 85. Requested Division/of Parks and � � Adopted by Council: Date �,�• a:� Form Approved by City Adoption Certified by Council Secretary By: ��„L., Q� �/c• `�- • By , Approv-ed�by Mayor for Submission to ��,��/ Council Approved by Mayor: Date: �� n B� � .�--- By: RESOLUTION CITY OF SAINT PAUL, MINNESOTA _ ., , 0�0 V DEPARTMENT/OFFICE/COUNCII OATEINITIATED GREEN SHEET NO. 106665 Parks and Recreation February'f6, Zoo, p 1 _ y CONTACT PEfl50N AND PHONE INITIAL/OATE INITIqL/DATE Mike Hahm - 266-6444 —.►' , 1 DEPARTMEM UIRECT�R 4 CIiY COUNCIL ASSIGN NUMBER FOR� Z CIN ATTOFNEY _CIiY CLERK MUST BE ON COUNCIL AGEN�A BY (DATE) HOUIING � OFDER /% FlNANCIAL SERVICES DIB. 2/2$/p� .� MAYOR{ORASSISTANiI 5 Parks-Hahm TOTAL � OF SIGNATUflE PA6E5 � (CLIP ALL LOCATIONS WR SIGNATURE) ACTION REQUESTED: ' Authorize City officiais and staff to enter into agreement with Tee Master for the provision of golf reservation services. RECOMMENDATIONS: Approve IA) or Re�ec[ (R� PEp50NAL SERVICE CONTIiALTS MUST ANSWER il1E FOLLOWING QUESTIONS: PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has this pe�soNfirm ever work¢d untler a coniract for this tlapartmenV CIB COMMITTEE VES NO ,4 STAFF 2. Has th�s person/4um evet been a nty employee? YES NO DISTflICT COUNCIL — -- 3. Does this person/tirin possess a skill no[ normally possassetl by any current city employee? SUPPOFTS WHIGH COUNQL OBJECTIVE� YES NO � Ezplain all Yes answers on separate sheet antl attach to green sheet. INITIATING PROBLEM, ISSUE, OPPORTVNITV (Who, What, When. Where. Why�: The Division of Parks and Recreation issued a RFP for the provision of a reservation and marketing system. Resulting from this process, the Division wishes to enter into an agreement with Tee Master. ADVANIAGESIFAPPROVE�� Internet access to tee time will be available, referrals to other courses will be possible and ali reservations will be secured by credit card. These outcomes will result in increased play and increased revenues. � � DISAOVANTAGES IF APPROVED: ��?"r:i ��; ,;_;_�� j None FE� � �. �� DISADVANTAGES IF NOT APPROVED: Customers will not realize the above listed benefits of the reservation system, including incre8sed opportuhities for play. Revenues will realize an increase. TOTAlAMOUNTOFTflAN5ACT10N $ 545.000 (annuall COSLREVENUEBUOGETEU(QRCLEONEI VES NO FUNDINGSOURCE Golf Proceeds Isoecial fund) ACTIVffYNUMBER 325-23117. 23118, 23120 FINANCIAL INFORMATION: (E%PLAIN) , o �-�t�{ Agreement # 02- Between the City of Saint Paul and Tee Master THIS AGREEMENT is made as of the day of by and between the City of St. Paul, a municipal corporation of the State of Minnesota, hereinafter referred to as "City" and Tee Master, whose address is 12450 �Vayzata Blvd., Suite 224, Minnetonka, MN 55305, hereinafter referred to as "Tee Master". The City and Tee Master, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, agree as follows: SECTION 1: Definitions. A. For purposes of this contract, the following wards and phrases shall have the meanings set forth in this section, except where the context clearly indicates that a different meaning is intended. 1. Acceptance date shall mean the date on which the City (a) delivers notice to Tee Master that the System substantially performs in accordance with the requirements set forth in City RFP #A-21919-2 and the Proposal. 2. Business recor�ls shall mean any books, documents, papers, account records and other evidences, whether written, electronic, or in other form, belonging to Tee Master and pertaining to work performed under this Agreement. 3. Deliverables shall mean all softwaze, hardware, documentation, reports, manuals, and other materials developed for or delivered to the City by Tee Master under this Agreement. 4. Effective Date shall mean the date on which this Agreemenf is fixlly executed by Yhe parties. 5. Praposal shall mean the document submitted to the City of Saint Paul by Tee Master in response to RFP # A-21919-2 on January 3, 2001. 6. Software shall mean an existing software program marketed by Tee Master that supports the gotf reservation system as described in the Proposal. 7. Supporting Documentation shall mean any surveys, questionnaires, notes, research, gapers, analyses, whether in written electronic, or in other format, and other evidences used to generate any and all work performed and work products generated undex this Agreement. 8. System shall mean all hardware, software, phone lines, manuals, materials, equipment and other components delivered by Tee Master to the City for purposes of providing the golf reservation system requested by the City. �� -��'t 9. Upgrade(s) shall mean unprovements made by Tee Master to the System which relate to operating performance and does not change the basic function of the System. 10. Work Products shall mean any report, recommendation, paper, presentation, drawing, demonstration, or other materials, whether in written, electronic, or other format that results from Tee Master's services under this Agreement. 1 l. No Show shall mean any occurrence when a customer with a valid reservation entered on the reservation system fails to show up as scheduled and has failed to cancel their reservation as per the established cancellation policy. 12. Booking Error shall mean any occurrence when a mistake due to a Tee Master employee or Software causes inaccurate reservation information to be entered onto the reservation system and such error is undetected until the affected time and causes a reduction in business to the City. 13. Net Rounds shalt mean total rounds played less league, event and outing rounds. Section 2. Scope of Services A. Oeerall System 1.Tee Master agrees to provide the hardware, soRwue, phone lines and other components of the golf reservation system as described in its Proposal and this Agreement. Tee Master shall provide and maintain for each golf course listed below, the golf reservation software that will allow City staff to accept and book reservations and to access information regarding reservations made by Tee Master through its Call Center and Web Site. The golf courses are: a) Como Park Golf Course b) Highland Pazk 18 Golf Course c) Phalen Pazk Golf Course d) Highland Park 9 Hole (Golf reservation system only; no Internet, l�'o Call Center) e) All Future First Tee and/or Junior Golf Facilities fl Lessons at Any Future Learning Centers 2. Durin� the initial and any renewal term of this Agreement, Tee Master shail also provide such Software updates as may be released by Tee Master and such reasonable modifications to Yhe Software as requested by City. in the event that the CITY requests modifications to the updates that are unique and exclusive to the CITY, the CITY shall be obligated to pay TEE MASTER for such modifications in an amount mutually agreed upon by the parties prior to the commencement of the modifications, per Attachment A. II. B. o�_�ty 3. Tee Master shall fumish all labor, material, equipment, insurance, and incidentals necessary to install, maintain and operate the System including, but not limited to: a) the computer hardwaze necessary for the City to operate the Software, more specifically described on the attached Appendix A. b) licenses for all third pariy softwaze necessary to operate the Software c) alI Intemet access fees d) phone line for DSL (or equivalent non-dial up connection) service. 4. Notwithstanding any provision in this Agreement to the contrary, Tee Master shall not be obligated to make reservations via the call center or Internet for Highland Pazk 9 hole golf course, until such time as the parties have mutually agreed on the financial terms related to provision of services for this course. B. Phone Reservation Call Center 1. Tee Master shall provide a phone reservation call center to accept and book reservations for tee times and lessons at the Courses and other City facilities as designated by City. Tee Master agrees that it will maintain the call center in the Twin Cities seven county metropolitan area in order to be able to provide accurate information regarding current course and weather conditious and directions to the Courses. The call center shall be open from 6:00 a.m. to 10:00 p.m. every day from Mazch 1(or such later date that may be designated by City as the opening day of the golf season) to November 30 (or such eazlier date that may be designated by City as the end of the golf season). 2. Tee Master shall provide necessary staff and equipment such that the average holding time (the time from receipt of the call tuitil connection with a live operator} per caller is not more thau 30 seconds. 3. Tee Master shall maintain the necessary equipment to calculate, monitor and record holding times. Tee Master shall take such reasonable measures as may be necessary to provide courteous and professional telephone operators. 4. As part of the Agreement, Tee Master will provide each golf course with the appropriate support to route calls as determined by the Golf Course and Tee Master. Tee Master will also provide each golf course with two (2) voicemail boxes. C. Reservation Web Site 1. Tee Master shall maintain a reservation web site for accepting and booking on-line reservations for tee times and lessons at the courses identified herein and other City facilities as designated by City. The reservation web site shall be accessible via the Internet 24 hours per day every day during the term of this Agreement. However, City agrees that Tee Master shall not be required to maintain a reservation web site after the end of the golf season and prior to the beginning of the next golf season (as determined by City at its sole discretion) unless City operates a winter golf facility. ot-Iry 2. Tee Master's web site shall include a link to City's web site and appropriate mazketing information about the Course. The text and display of the marketing information shall be approved by City prior to posting on the web site. 3. The phone and web site reservation systems shall be integrated so that the availability of tee times shall be immediately accessible upon enriy by the person (Tee Master staff, City staff or customer via the Intemet) of appropriate reservation data. D. Reservation Criteria l.Tee Master shall train its phone operators and modify the reservation software to ensure that all reservations can only be made or entered if the requested reservation complies with the reservation policies established by City. E. "No-shows" and Bookine Errors. 1. The City and Tee Master shall develop and agree upon a no-show collection policy and Procedure. Tee Master shall perform the following duties to assist the City in collection for no-shows: Initiate credit card charges for reservations made through the website, call center, or otherwise, as directed by City staff, including initiating charges for reservations made at the golf course by customers having active Tee Master accounts Tee Master will provide documentation of charges to City, receive funds from the credit card issuers, and remit to City monthly (either by check or credit against amounts owing to Tee Master by the City) all funds received from such charges, less 3.25% representing the card processing fees charged to Tee Master. 2. Tee Master shall not be obligated to pay City with regard to charges disputed by the customer or waived by City staff and , therefore, not collected by the Tee Master. However, with regard to such disputed charges, Tee Master shall provide the City with such docuxnentation or information as may be reasonably requested by the City in order for the City to pursue collection. 3. Tee Master shall be obligated to pay the City for booking errors caused or allowed by Tee Master with regard to reservations made through the website or call center in an amount equal to the lost revenue to the City. Tee Master shall prepare and submit to the City with each monthly invoice a report of all compensable no-shows and booking errors that occurred the preceding month. F. Availabilitv Tee l��taster shall work to ensure that the System is avai'able for use by the City 4vhen needed. If the System is unavailable to the City for more than 4 hours on any business day dt�ring the golf season between the hours of 7 a.m. and 8 p.m., due to a mechanical or operational failure by Tee Master, The City will receive a credit of 1/30th of its next installment payment. G. Training As needed, and aY a minimum of once per yeaz, Tee Master shall provide training to City staff on the operation of the hardware and software. ot-ir�t H. Data Base of Clientele. 1. Tee Master shall maintain records of the following information with regard to each customer that makes a reservation that is entered into the reservation system: name; address• phone number; email address; courses played; frequency of play; date of play; and the method of reservation. 2. Tee Master shall provide customer records to the City upon request and shall provide such information in the format(s) reasonably requested by Ciry. L Marketine Promotions and Advertisin¢ 1. Tke City, to assist with marketing and promotion of the City golf courses and the electronic reservation system, may elect to offer promotional rounds of golf at no charge to Tee Master for agreed upon uses. The City may place appropriate restrictions on promotional rounds, including the location, number and the time/date of play. 2. In addition to the marketing, promotions, and advertising initiatives outlined in Tee Master's RFP response, Tee Master agrees to extend its consulting services to City for marketing, promotions, and advertising. Tee Master will, in conjunction with City, evaluate opportunities, suggest changes or alternatives to opportunities, and aid in implementation of opportunities at the request of the City. Tee Master will also, at the City's request, participate in meetings or proposals relative to City's marketing, promotions, and advertising efforts. Section 3. Time for Completion A. Tee Master agrees to commence work on the installation of the System upon the execution of this Agreement and complete such installation no later than April 1, 2001. B. Tee Master shall not proceed with any task without specific authorization from the Project Manager designated by the City. C. In the event there are delays caused by actions of the City or which may be reasonably requested by Tee Master which can change the completion date, Tee Master shall request an extension of time for completion of the System The Project Manager will review the request and inay grant to the Consultant such extensions of contract time as may be reasonable. Section 4. Testing and Acceptance. A. City and Tee Master shall mutually develop and agree upon an acceptance testing plan and process. The pian shall, at a minimum, detail the scope of testing and specific test cases for the System, as well a s a Standard of Performance to be applied to the acceptance testing instrument. o�-�Yy B. The City shall have thirry (30) days to accept or deny any software or other component of the System after Tee Master has submitted it to the City for acceptance. The acceptance or denial by the City shall be indicated and memorialized in writing by letter from the City's Project manager. Acceptance will occur default after thirty (30} days foilowing the City's receipt of said documentation and zourines if no reason to the contrary is given in writing within that time. C. Final Acceptance of the System is the acceptance of all the developed and installed sofiware and components as they are functioning together to include the interacfion with any third-party software needed for the routine function of the System. Unless there is a performance problem, final acceptance will be given within thirry (30) days after the system goes live and is used in production. D. After City acceptance of any part of the System or upon final acceptance of the completed System, if subsequent testing and/or production operation demonstrate that the System is deficient in performing as specified in this Agreement, City shall provide Tee Master with a written notice of the system's failure to perform. Within twenty (20) working days of receipt of such notice, Tee Master shall, at its own costs, use its best efforts to correct the identified problems so that the System performs according to specifications. If, after twenty (20) working days following the City's written notice of failure to perform, Tee Master has failed either to supply a correction plan acceptable to the City or to make corrections, Tee Master shall be liable to the City for damages a specified in Section 19 of this Agreement. Section S.Compensafion and Billing A. City shall pay to Tee Master the sum specified below for each year payable in 9 equal monthly installments (payable in April through December of each year), less monthly adjustments if any, pursuant to Section 2.E. and 2.F. of this Agreement. Year 1/2001 Yeaz 2/2002 Year 3/2003 Annual Amount Due $43,900 $46,000 $50,900 Installment Amount $4,877.78 $5,111.11 $5,655.56 B. In the event that the number of Net Rounds (for all courses) made via the Internet is less than 15% of the total munber of ail of the Net Rotmds made via the lnternet and cail center combined, the City shall pay to Tee Master in a lump sum an additional amount as specified beiow: Additional Amount Due Year 1/2001 �1,600 Year2/2002 �1,900 Year 3/2003 $2,600 o� _ te'y C. Tee Master shall provide to the City a monthly invoice showing the amount due and the City shall pay the invoice pursuant to Tee Master's standard invoice terms. No payment will be made for any incomplete or defective work until the same has been remedied in accordance with the Specifications at no additional cost to the City. D. No reimbursements will be made for any expenses incurred by Tee Master except as provided in this Agreement. In the event that Tee Master fails to comply with any terms or conditions of the Agreement or to provide in any manner the work or services as ab eed to herein, the City reserves the right to withhold any payment until the City is satisfied that corrective action has been taken or completed. This option is in addition to and not in lieu of the City's right to termination as provided in other sections of this Agreement. Section 6. Warranties, Ownership and Use A. Ov✓nershiti of Software. 1. The parties acknowledge and ab ee that the golf reservation software is the property of Tee Master and that this Agreement constitutes a license to use such software during the term of this Agreement. Upon the expiration or termination of this Agreement, all right, title and interest to the Software shall remain with Tee Master. Tee Master represents and warrants that it owns or is authorized to use the golf reservation system software. 2. Tee Master, at its expense, will be required to defend any claim or suit which may be brought against the City for the infringement of patents or copyrights arising from Tee Master's or the City's use of any materials, computer software and products, or information prepared for or developed by or delivered by the Tee Master in connection with the performance of this Agreement and any suit alleging a violation of the Minnesota Government Data Practices Act resulting from an act or omission by the Tee Master or its agents or employees. In any such suit, Tee Master will indemnify the City against any costs incurred by City, includ"ang attorney fees, and damages assessed against City, whether determined by settlement or judgment. 3. The City shall give Tee Master prompt written notice of such claim or suit and full right and opportunity to conduct the defense thereof, together with full information and cooperation. If principles of governmental or public law are involved, the City may participate in the defense or any such ac#ion. 4. If, in Tee Master's opinion, the materials, software or information mentioned in the paragraphs above are likely to or do become the subject of a claim or infringement of a United Sta+.es raten± cr copyrigLi, then without diminishing Tee Mzster's ohliga.i�n to satisfy any fival award, Tee Master may with the City's written consent, substitute other equally suitable equipment, materials and information, or, at Tee Master's option and expense, obtain the right for the City to continue the use of such equipment, materials and information. In the event of materials and/or software substitution, the City must protect its interests in data used by such materials or softwaze through recovery or conversion on such data to other approved materials or software. 7 o t- IY4 B. Ownershio of Data. The parties aiso acknowledge and agree that all information provided to Tee Master by City or customers of the golf courses identified herein is the property of City. Further, Tee Master acknowledges and agrees that the customer data is "Social Recreation Data" which is properly classified as private data under the Minnesota Govemment Data Practices Act and, as such, cannot lawfully be released or disclosed to any person or enrity other than the staff of the Tee Master and City who have a need to know such data. C. OwnershiD of Hazdware. City agrees that title to the hardware shall at all times remain vested in Tee Master. Accordingly, upon the expiration or termination of this Agreement, Tee Master shall be entitled to remove its hardware from all of the City golf courses. However, if Tee Master does not remove the hardware from the golf courses within 90 days of the expiration or termination of this Agreement, the hardware shall be deemed abandoned and shall become the property of City. City will not unreasonably deny to Tee Master access to its facilities. Section 7. City Responsibilities. A. The CiYy agrees to provide Tee Master with information as required to facilitate the operation of the System and Softwaze in a timely manner. If Tee Master requests specific information related the City's golf policy and practices, the City will provide a response within 48 hours or such other time if mutually agreed to by the parties. B. The City agrees to provide Tee Master with access to its facilities as required to facilitate the operation of the System and Software in a timely manner. If Tee Master requests access for such a reason, the City will provide such access within 48 hours or such other time if mutually agreed to by the parties. Section 8. Wark Products, Records, Dissemination of Information. A. All deliverable work products and supporting documentation that result from the Tee Nlaster's services under this Agreement shall be delivered to the City and shall become the property of the City after final payment is made to Tee Master with no right, title, or interest in said work products or supporting documentation vesting in Tee Master. B. Tee Master agrees not to release, transmit, or other wide disseminate any information associated with or generated as a result of the work performed under tliis Agreement without prior Imowledge and written consent of the City. C. In the event of termination, all work products, whether finished or unfinished, and supporting documentation prepared by Tee A�aster under this Agreement shall be delivered by Tee Master to the City by the tennination date and there shall be no further obligation of the City to Tee Master except for payment of amounts due and owing for any authorized work performed and expenses incurred to the date and time of termination. o � -1�`f D. Tee Master aa ees to maintain all business records in such a manner as will readily conform to the terms of this Agreement and to make such records available at its office at all reasonable times during the Agreement period and for six (6) yeazs from the date of the fmal payment under the contract for inspection or audit by the City, the State Auditor, or other duly authorized representative. E. Consultant (Provider) agrees to abide strictly by Chapter 13 of the Minnesota Statutes (Nlinnesota Government Data Practice Act) as well as any other applicable federal, state, and local laws or ordinances, and all applicable rules, regulations, and standazds established by any agency of such governmental units which are now or hereafter promulgated insofaz as they related to Tee Master's performance of the provisions of this Agreement. Section 9. Insur�nce A. Consultant sha11 be required to carry insurance of the kind and in the amounts shown below for the life of the contract. 1. Public Liability Insurance a) Bodily Injury b) Property Damage 2. Automobile Insurance a) Bodily Injury $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 2,000,000 $ 750,000 $ 1,000,000 each occurrence aggregate each accident aggregate per person per accident b) Property damage not less than $50,000 per accident 3. Workers Comnensation and Em�lover's Liabilitv a) Worker's Compensation per Minnesota Statute b) Employer's Liability shall have minimum limits of $100,000 per accident; $100,000 per employee; $100,000 per disease policy limit. 4. General Insurance Requirements a) The policy is to be written on an occurrence basis or as acceptable to the City. Certificate of insurafi�e mus± indicate if the policy is issued en a claims-made er occurrence basis. All certificates of insurance shall provide that the City's Division of Contzact and Analysis Services be given not less than thirty (30) days prior �vritten notice of cancellation, non-renewal or any material changes in the policy. Agent must state on the certificate if policy includes errors and omissions coverage. °+-u'4 b) The Consultant shall not commence wark until a Certificate of Insurance covering all of the insurance required for this project is approved and the project manager has issued a notice to proceed. Insurance must remain in place for the duration of the original contract and any extensions periods. Section 10. Project Management. A. The City requires Tee Master ta assigr a specific individual as a pzimary contact point or Project Manager. Tee Master's designated individual is Jay Adams. B. The City has designated Michael Hahm as the Proj ect Manager for this Agreement, and the individual to whom all communications pertaining to the Agreement shall be addressed. The Project Manager shall have the authority to transmit instructions, receive information, authorize amendments or changes to the Agreement, and interpret and define the City's policies and decisions pertinent to the work covered by this Agreement. Section 11. Equal Opportunity. A. No person, on the grounds of race, sex, sexual or affectional orientation, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of said services. No discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors. Such discrimination shall not be practiced against the public in its access in and use of the services provided for public accommodations, and; Tee Master shall use the premises in compliance with all other requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183 as weil as all State, Local and Federal laws, rules and regulations. Section 12. Compliance With Applicable Law. A. Tee Master agrees to comply with all federal, state, and local laws or ordinances, and all applicable rules, regulations, and standards established by any agency of such govermnental units, which aze now or hereafter promulgated insofar as they relate to Tee Master's performance of fhe provisions of this Agreement. It shall be the obligation of Tee Master to apply for, pay for, and obtain all permits and/or licenses required. Section 13. Term and Termination A. Term The initial term oftle Agreement si:a" ecinmence u�on'esecutierf by :he parties aild continue through December 31, 2003. The City, at its option, may renew this Agreement for up to two additional one-year terms. If the City elects to renew, the City shall give a written rene��al notice to the Tee Master of not less than 60 days prior to the expiration date of the initial term or the first rene�val term. Tee Master is required to provide pricing for the additional one year terms no later than September 1, 2003. 10 o ►-�py B. Termination This Agreement may be ternunated by the City at any time and without penalty, with or without cause, upon thir[y (90) days' �vritten notice to Tee Master. In the event of termination, Tee Master shall be entitled to payment, detennined on a pro rated basis, for work or services performed to the reasonable satis�action of the City C. Default. In the event Tee Master fails or neglects to comply with any term or condition of this Agreement or to provide the services as stated herein, City shall have the ri�ht, after written notice, to cease payment hereunder. This remedy shall be in addition to any other remedies, including termination, available to the City in law or equity. The City shall be entitled to recover reasonable attorney's £ees and costs of collection associated with enforcin� its rights hereunder. Section 14. Independent Contractor. A. Independent Contractor It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Tee Master to the City is that of independent contractor and not that of employee. No statement contained in this Agreement shall be construed so as to find Tee Master an employee of the City, and Tee Master shall be entitled to none of the rights, privileges, or benefits of Saint Paul employees. B. Payment of Others. Tee Master shall pay all of Tee Master's employees, agents, and any subcontractors furnishing service, labor, equipment, or materials incidentai to the performance of Tee Master's obligations under this Agreement and Tee Master will furnish the City with satisfactory evidence that all of its subcontractors have been fully paid in accordance with Tee Master's payment terxns. Upon Tee Master's default or delinquency in making such payments to its subcontractors, the City may, at the option of the City, first pay the subcontractors and deduct the sum of such payments from any remaining balance due to Tee Master. Section 15. Amendment or Changes to Agreement. A. City or Tee Master may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensation must be authorized in writing in advance by die City. B. Any alterations, amendments, deletions, or �vaivers of the provisions of this Agreer.lent sha11 be valid only when reduced to n�riting and duly signed by tLe pzrties. C. Modifications or additional schedules shall not be construed to adversely affect vested rights or causes of action which have accrued prior to the efFective date of such amendment, uiodification, or supplement. The term °this Agreement" as used herein shall be deemed to include any future amendments, modifications, and additional scheduies made in accordance herewith. ii s�� Section 16. Assignment The City and Tee Master each binds itself and its successors, legal representative, and assigns of such other party, with respect to all covenants of this Agreement; and neither the City nor Tee Master will assign or transfer their interest in this Agreement without the written consent of the other. Section 17. Incorporation of Proposal. The contents of Tee Master's proposal are part of Tee Master's contractual obligation and are incorporated into this agreement by the reference. If there is any conflict between this agreement and any of the foregoing documents, or between this agreement and any clarifications or modifications submitted be Tee Master, this a�reement shall in all instances control. Section 18. Notices. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement shall be delivered in person or deposited in United States Certified Mail, Rettun Receipt Requested. Any notices or other communications shall be addressed as follow To Citv: To Tee Master: Division of Parks and Recreation Jay Adams Attn: Manager of Special Services 12450 Wayzata Boulevard, Suite 224 25 West Fourth Sh•eet, Suite 300 Minnetonka, Minnesota 55305 St. Paul, MN 55102 Section 19. �3'aiver. Any failure of a party to assert any right under this Agreement shall not constitute a waiver or a termination of that right, this Agreement, or any of this Agreement 's provisions. Section 20. Survivnl of Obligation. A. The respective obligations of the City and Tee Master under these terms and conditions, which by their nature would continue beyond the termination, cancellation, or expiration hereof, shall survive termination, cancellation or expiration hereof. B. If a court or governmental agency with proper jurisdiction determines that this Agreement, or a provision herein is unlawful, tliis Agreement or that provision, shall terminate. If a provision is so tenninated but the parties legally, commercially, and practicably can continue this Agreement without the terminated provision the remainder of this Agreement shall continue in effect. Sectfion 21. Interpretation off Agreement, Venue. A. This Agreement sha11 be interpreted and constnied according to the laws of the State of Minnesota. All litigation related to fliis Agreeinent shall be venued in the D;strict Court of the County of Ramsey, Second Judicial District, State of Minnesota. ]2 ai-��ry Section 22. Force Majeure. A. Neither the City nor the Consultant shall be held responsible for performance if its performance is prevented by acts or events beyond the party's reasonable control including, but not limited to: severe weather and storms, earthquake or other natural occurrences, strikes and other labor unrest, power failures electrical power surges or current fluctuations, nuclear or other civil military emergences, or acts of legislative, judicial, executive, or adminislrative authorities. Section 23. Entire Agreement. A. It is understood and agreed that this entire Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matters herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the year and date first written above. For the City: Approved as to form: For Tee Master: By Vice President, Sales Assistant City Attorney Mayor or Designee Director, Office of Financial Services Director, Human Rights Funding: Activity Number and Department Signature 13 o�-��y APPENDIX A: System Details I. Hardware Elements Tee Master will provide computer hazdware as described in its Proposal to assure that the System performs as described. All computer hazdwaze will meet or exceed the following specifications. ITEM CPU: VIDEO DISPLAY TERMINAL: I��ii:�i7_�:i�71 MOUSE: PERIPHERALS: SPECIFICATIONS Inte1550 Megahertz (new) 64 MG RAM 4 Gigabyte Hazd Drive 17" Color Monitor (new) Fuliy compatible with other system items Standard (new) Fully compatible with other system items Standard (new) Fully compatible with other system items Color InkJet Printer (new) Fully compatible with other system items Tee Master shall replace and upgrade hardwaze as necessary to provide optimal performance of Software II. Technical Support A. Service Call Response Time 1. Telephone Support Tee Master will provide reasonable telephone support between the hours of 6a.m. and 10 p.m. to respond to technical problems with the System. Tee Master will respond within four (4) hours. Response time for on-site assistance will be a maximum of six (6) hours or such other time if mutually agreed to by the parties. 2. Hardware Failure In the event of a failure of a hardwaze component of the System, Tee Master will repair or replace the component within 24 hours or such other time if mut'ually agreed to by the parties. B. Custom Proerammin� Tee Master sha11 perform custom progranuning for the City in addition to the programming needed to make the System fully operational upon reasonable request by the City. Such programming will be billed to the City at a rate not to exceed $140 per hour. Tee Master will initiate custom programming only upon written autharization of the City. 14 O�IGI�lt�L Presented By Council File # C�� Green Sheet # (p��.�S 1 WHEREAS, the Saint Paul City Council authorized the Division of Parks and Recreation 2 to issue a RFP for golf reservation systems, to include Internet access to tee times, in Council 3 File 00-1105; and 4 WHEREAS, the Division of Pazks and Recreation, based upon its review of all of the 5 proposals received, wishes to enter into an agreement with Tee Master to provide this service; 6 and 7 WHEREAS, Section 85.13(a) permits the Council by resolution to waive one or more of 8 the requirements of the Chapter, related to managed competifion; and 9 WHEREAS, no current City employee performs the full extent of the services to be l 0 provided, and no current City employee will be laid off, reduced in hours, benefits or pay, 11 demoted or transferred involuntazily as a result of this agreement, now therefore, be it 12 RESOLVED, that proper City officials and staff are hereby directed and authorized to 13 enter into the attached agreement with Tee Master for the provision of golf reservation services, 14 notwithstanding the requirements of Saint Paul Legislative Code Chapter 85. Requested Division/of Parks and � � Adopted by Council: Date �,�• a:� Form Approved by City Adoption Certified by Council Secretary By: ��„L., Q� �/c• `�- • By , Approv-ed�by Mayor for Submission to ��,��/ Council Approved by Mayor: Date: �� n B� � .�--- By: RESOLUTION CITY OF SAINT PAUL, MINNESOTA _ ., , 0�0 V DEPARTMENT/OFFICE/COUNCII OATEINITIATED GREEN SHEET NO. 106665 Parks and Recreation February'f6, Zoo, p 1 _ y CONTACT PEfl50N AND PHONE INITIAL/OATE INITIqL/DATE Mike Hahm - 266-6444 —.►' , 1 DEPARTMEM UIRECT�R 4 CIiY COUNCIL ASSIGN NUMBER FOR� Z CIN ATTOFNEY _CIiY CLERK MUST BE ON COUNCIL AGEN�A BY (DATE) HOUIING � OFDER /% FlNANCIAL SERVICES DIB. 2/2$/p� .� MAYOR{ORASSISTANiI 5 Parks-Hahm TOTAL � OF SIGNATUflE PA6E5 � (CLIP ALL LOCATIONS WR SIGNATURE) ACTION REQUESTED: ' Authorize City officiais and staff to enter into agreement with Tee Master for the provision of golf reservation services. RECOMMENDATIONS: Approve IA) or Re�ec[ (R� PEp50NAL SERVICE CONTIiALTS MUST ANSWER il1E FOLLOWING QUESTIONS: PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has this pe�soNfirm ever work¢d untler a coniract for this tlapartmenV CIB COMMITTEE VES NO ,4 STAFF 2. Has th�s person/4um evet been a nty employee? YES NO DISTflICT COUNCIL — -- 3. Does this person/tirin possess a skill no[ normally possassetl by any current city employee? SUPPOFTS WHIGH COUNQL OBJECTIVE� YES NO � Ezplain all Yes answers on separate sheet antl attach to green sheet. INITIATING PROBLEM, ISSUE, OPPORTVNITV (Who, What, When. Where. Why�: The Division of Parks and Recreation issued a RFP for the provision of a reservation and marketing system. Resulting from this process, the Division wishes to enter into an agreement with Tee Master. ADVANIAGESIFAPPROVE�� Internet access to tee time will be available, referrals to other courses will be possible and ali reservations will be secured by credit card. These outcomes will result in increased play and increased revenues. � � DISAOVANTAGES IF APPROVED: ��?"r:i ��; ,;_;_�� j None FE� � �. �� DISADVANTAGES IF NOT APPROVED: Customers will not realize the above listed benefits of the reservation system, including incre8sed opportuhities for play. Revenues will realize an increase. TOTAlAMOUNTOFTflAN5ACT10N $ 545.000 (annuall COSLREVENUEBUOGETEU(QRCLEONEI VES NO FUNDINGSOURCE Golf Proceeds Isoecial fund) ACTIVffYNUMBER 325-23117. 23118, 23120 FINANCIAL INFORMATION: (E%PLAIN) , o �-�t�{ Agreement # 02- Between the City of Saint Paul and Tee Master THIS AGREEMENT is made as of the day of by and between the City of St. Paul, a municipal corporation of the State of Minnesota, hereinafter referred to as "City" and Tee Master, whose address is 12450 �Vayzata Blvd., Suite 224, Minnetonka, MN 55305, hereinafter referred to as "Tee Master". The City and Tee Master, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, agree as follows: SECTION 1: Definitions. A. For purposes of this contract, the following wards and phrases shall have the meanings set forth in this section, except where the context clearly indicates that a different meaning is intended. 1. Acceptance date shall mean the date on which the City (a) delivers notice to Tee Master that the System substantially performs in accordance with the requirements set forth in City RFP #A-21919-2 and the Proposal. 2. Business recor�ls shall mean any books, documents, papers, account records and other evidences, whether written, electronic, or in other form, belonging to Tee Master and pertaining to work performed under this Agreement. 3. Deliverables shall mean all softwaze, hardware, documentation, reports, manuals, and other materials developed for or delivered to the City by Tee Master under this Agreement. 4. Effective Date shall mean the date on which this Agreemenf is fixlly executed by Yhe parties. 5. Praposal shall mean the document submitted to the City of Saint Paul by Tee Master in response to RFP # A-21919-2 on January 3, 2001. 6. Software shall mean an existing software program marketed by Tee Master that supports the gotf reservation system as described in the Proposal. 7. Supporting Documentation shall mean any surveys, questionnaires, notes, research, gapers, analyses, whether in written electronic, or in other format, and other evidences used to generate any and all work performed and work products generated undex this Agreement. 8. System shall mean all hardware, software, phone lines, manuals, materials, equipment and other components delivered by Tee Master to the City for purposes of providing the golf reservation system requested by the City. �� -��'t 9. Upgrade(s) shall mean unprovements made by Tee Master to the System which relate to operating performance and does not change the basic function of the System. 10. Work Products shall mean any report, recommendation, paper, presentation, drawing, demonstration, or other materials, whether in written, electronic, or other format that results from Tee Master's services under this Agreement. 1 l. No Show shall mean any occurrence when a customer with a valid reservation entered on the reservation system fails to show up as scheduled and has failed to cancel their reservation as per the established cancellation policy. 12. Booking Error shall mean any occurrence when a mistake due to a Tee Master employee or Software causes inaccurate reservation information to be entered onto the reservation system and such error is undetected until the affected time and causes a reduction in business to the City. 13. Net Rounds shalt mean total rounds played less league, event and outing rounds. Section 2. Scope of Services A. Oeerall System 1.Tee Master agrees to provide the hardware, soRwue, phone lines and other components of the golf reservation system as described in its Proposal and this Agreement. Tee Master shall provide and maintain for each golf course listed below, the golf reservation software that will allow City staff to accept and book reservations and to access information regarding reservations made by Tee Master through its Call Center and Web Site. The golf courses are: a) Como Park Golf Course b) Highland Pazk 18 Golf Course c) Phalen Pazk Golf Course d) Highland Park 9 Hole (Golf reservation system only; no Internet, l�'o Call Center) e) All Future First Tee and/or Junior Golf Facilities fl Lessons at Any Future Learning Centers 2. Durin� the initial and any renewal term of this Agreement, Tee Master shail also provide such Software updates as may be released by Tee Master and such reasonable modifications to Yhe Software as requested by City. in the event that the CITY requests modifications to the updates that are unique and exclusive to the CITY, the CITY shall be obligated to pay TEE MASTER for such modifications in an amount mutually agreed upon by the parties prior to the commencement of the modifications, per Attachment A. II. B. o�_�ty 3. Tee Master shall fumish all labor, material, equipment, insurance, and incidentals necessary to install, maintain and operate the System including, but not limited to: a) the computer hardwaze necessary for the City to operate the Software, more specifically described on the attached Appendix A. b) licenses for all third pariy softwaze necessary to operate the Software c) alI Intemet access fees d) phone line for DSL (or equivalent non-dial up connection) service. 4. Notwithstanding any provision in this Agreement to the contrary, Tee Master shall not be obligated to make reservations via the call center or Internet for Highland Pazk 9 hole golf course, until such time as the parties have mutually agreed on the financial terms related to provision of services for this course. B. Phone Reservation Call Center 1. Tee Master shall provide a phone reservation call center to accept and book reservations for tee times and lessons at the Courses and other City facilities as designated by City. Tee Master agrees that it will maintain the call center in the Twin Cities seven county metropolitan area in order to be able to provide accurate information regarding current course and weather conditious and directions to the Courses. The call center shall be open from 6:00 a.m. to 10:00 p.m. every day from Mazch 1(or such later date that may be designated by City as the opening day of the golf season) to November 30 (or such eazlier date that may be designated by City as the end of the golf season). 2. Tee Master shall provide necessary staff and equipment such that the average holding time (the time from receipt of the call tuitil connection with a live operator} per caller is not more thau 30 seconds. 3. Tee Master shall maintain the necessary equipment to calculate, monitor and record holding times. Tee Master shall take such reasonable measures as may be necessary to provide courteous and professional telephone operators. 4. As part of the Agreement, Tee Master will provide each golf course with the appropriate support to route calls as determined by the Golf Course and Tee Master. Tee Master will also provide each golf course with two (2) voicemail boxes. C. Reservation Web Site 1. Tee Master shall maintain a reservation web site for accepting and booking on-line reservations for tee times and lessons at the courses identified herein and other City facilities as designated by City. The reservation web site shall be accessible via the Internet 24 hours per day every day during the term of this Agreement. However, City agrees that Tee Master shall not be required to maintain a reservation web site after the end of the golf season and prior to the beginning of the next golf season (as determined by City at its sole discretion) unless City operates a winter golf facility. ot-Iry 2. Tee Master's web site shall include a link to City's web site and appropriate mazketing information about the Course. The text and display of the marketing information shall be approved by City prior to posting on the web site. 3. The phone and web site reservation systems shall be integrated so that the availability of tee times shall be immediately accessible upon enriy by the person (Tee Master staff, City staff or customer via the Intemet) of appropriate reservation data. D. Reservation Criteria l.Tee Master shall train its phone operators and modify the reservation software to ensure that all reservations can only be made or entered if the requested reservation complies with the reservation policies established by City. E. "No-shows" and Bookine Errors. 1. The City and Tee Master shall develop and agree upon a no-show collection policy and Procedure. Tee Master shall perform the following duties to assist the City in collection for no-shows: Initiate credit card charges for reservations made through the website, call center, or otherwise, as directed by City staff, including initiating charges for reservations made at the golf course by customers having active Tee Master accounts Tee Master will provide documentation of charges to City, receive funds from the credit card issuers, and remit to City monthly (either by check or credit against amounts owing to Tee Master by the City) all funds received from such charges, less 3.25% representing the card processing fees charged to Tee Master. 2. Tee Master shall not be obligated to pay City with regard to charges disputed by the customer or waived by City staff and , therefore, not collected by the Tee Master. However, with regard to such disputed charges, Tee Master shall provide the City with such docuxnentation or information as may be reasonably requested by the City in order for the City to pursue collection. 3. Tee Master shall be obligated to pay the City for booking errors caused or allowed by Tee Master with regard to reservations made through the website or call center in an amount equal to the lost revenue to the City. Tee Master shall prepare and submit to the City with each monthly invoice a report of all compensable no-shows and booking errors that occurred the preceding month. F. Availabilitv Tee l��taster shall work to ensure that the System is avai'able for use by the City 4vhen needed. If the System is unavailable to the City for more than 4 hours on any business day dt�ring the golf season between the hours of 7 a.m. and 8 p.m., due to a mechanical or operational failure by Tee Master, The City will receive a credit of 1/30th of its next installment payment. G. Training As needed, and aY a minimum of once per yeaz, Tee Master shall provide training to City staff on the operation of the hardware and software. ot-ir�t H. Data Base of Clientele. 1. Tee Master shall maintain records of the following information with regard to each customer that makes a reservation that is entered into the reservation system: name; address• phone number; email address; courses played; frequency of play; date of play; and the method of reservation. 2. Tee Master shall provide customer records to the City upon request and shall provide such information in the format(s) reasonably requested by Ciry. L Marketine Promotions and Advertisin¢ 1. Tke City, to assist with marketing and promotion of the City golf courses and the electronic reservation system, may elect to offer promotional rounds of golf at no charge to Tee Master for agreed upon uses. The City may place appropriate restrictions on promotional rounds, including the location, number and the time/date of play. 2. In addition to the marketing, promotions, and advertising initiatives outlined in Tee Master's RFP response, Tee Master agrees to extend its consulting services to City for marketing, promotions, and advertising. Tee Master will, in conjunction with City, evaluate opportunities, suggest changes or alternatives to opportunities, and aid in implementation of opportunities at the request of the City. Tee Master will also, at the City's request, participate in meetings or proposals relative to City's marketing, promotions, and advertising efforts. Section 3. Time for Completion A. Tee Master agrees to commence work on the installation of the System upon the execution of this Agreement and complete such installation no later than April 1, 2001. B. Tee Master shall not proceed with any task without specific authorization from the Project Manager designated by the City. C. In the event there are delays caused by actions of the City or which may be reasonably requested by Tee Master which can change the completion date, Tee Master shall request an extension of time for completion of the System The Project Manager will review the request and inay grant to the Consultant such extensions of contract time as may be reasonable. Section 4. Testing and Acceptance. A. City and Tee Master shall mutually develop and agree upon an acceptance testing plan and process. The pian shall, at a minimum, detail the scope of testing and specific test cases for the System, as well a s a Standard of Performance to be applied to the acceptance testing instrument. o�-�Yy B. The City shall have thirry (30) days to accept or deny any software or other component of the System after Tee Master has submitted it to the City for acceptance. The acceptance or denial by the City shall be indicated and memorialized in writing by letter from the City's Project manager. Acceptance will occur default after thirty (30} days foilowing the City's receipt of said documentation and zourines if no reason to the contrary is given in writing within that time. C. Final Acceptance of the System is the acceptance of all the developed and installed sofiware and components as they are functioning together to include the interacfion with any third-party software needed for the routine function of the System. Unless there is a performance problem, final acceptance will be given within thirry (30) days after the system goes live and is used in production. D. After City acceptance of any part of the System or upon final acceptance of the completed System, if subsequent testing and/or production operation demonstrate that the System is deficient in performing as specified in this Agreement, City shall provide Tee Master with a written notice of the system's failure to perform. Within twenty (20) working days of receipt of such notice, Tee Master shall, at its own costs, use its best efforts to correct the identified problems so that the System performs according to specifications. If, after twenty (20) working days following the City's written notice of failure to perform, Tee Master has failed either to supply a correction plan acceptable to the City or to make corrections, Tee Master shall be liable to the City for damages a specified in Section 19 of this Agreement. Section S.Compensafion and Billing A. City shall pay to Tee Master the sum specified below for each year payable in 9 equal monthly installments (payable in April through December of each year), less monthly adjustments if any, pursuant to Section 2.E. and 2.F. of this Agreement. Year 1/2001 Yeaz 2/2002 Year 3/2003 Annual Amount Due $43,900 $46,000 $50,900 Installment Amount $4,877.78 $5,111.11 $5,655.56 B. In the event that the number of Net Rounds (for all courses) made via the Internet is less than 15% of the total munber of ail of the Net Rotmds made via the lnternet and cail center combined, the City shall pay to Tee Master in a lump sum an additional amount as specified beiow: Additional Amount Due Year 1/2001 �1,600 Year2/2002 �1,900 Year 3/2003 $2,600 o� _ te'y C. Tee Master shall provide to the City a monthly invoice showing the amount due and the City shall pay the invoice pursuant to Tee Master's standard invoice terms. No payment will be made for any incomplete or defective work until the same has been remedied in accordance with the Specifications at no additional cost to the City. D. No reimbursements will be made for any expenses incurred by Tee Master except as provided in this Agreement. In the event that Tee Master fails to comply with any terms or conditions of the Agreement or to provide in any manner the work or services as ab eed to herein, the City reserves the right to withhold any payment until the City is satisfied that corrective action has been taken or completed. This option is in addition to and not in lieu of the City's right to termination as provided in other sections of this Agreement. Section 6. Warranties, Ownership and Use A. Ov✓nershiti of Software. 1. The parties acknowledge and ab ee that the golf reservation software is the property of Tee Master and that this Agreement constitutes a license to use such software during the term of this Agreement. Upon the expiration or termination of this Agreement, all right, title and interest to the Software shall remain with Tee Master. Tee Master represents and warrants that it owns or is authorized to use the golf reservation system software. 2. Tee Master, at its expense, will be required to defend any claim or suit which may be brought against the City for the infringement of patents or copyrights arising from Tee Master's or the City's use of any materials, computer software and products, or information prepared for or developed by or delivered by the Tee Master in connection with the performance of this Agreement and any suit alleging a violation of the Minnesota Government Data Practices Act resulting from an act or omission by the Tee Master or its agents or employees. In any such suit, Tee Master will indemnify the City against any costs incurred by City, includ"ang attorney fees, and damages assessed against City, whether determined by settlement or judgment. 3. The City shall give Tee Master prompt written notice of such claim or suit and full right and opportunity to conduct the defense thereof, together with full information and cooperation. If principles of governmental or public law are involved, the City may participate in the defense or any such ac#ion. 4. If, in Tee Master's opinion, the materials, software or information mentioned in the paragraphs above are likely to or do become the subject of a claim or infringement of a United Sta+.es raten± cr copyrigLi, then without diminishing Tee Mzster's ohliga.i�n to satisfy any fival award, Tee Master may with the City's written consent, substitute other equally suitable equipment, materials and information, or, at Tee Master's option and expense, obtain the right for the City to continue the use of such equipment, materials and information. In the event of materials and/or software substitution, the City must protect its interests in data used by such materials or softwaze through recovery or conversion on such data to other approved materials or software. 7 o t- IY4 B. Ownershio of Data. The parties aiso acknowledge and agree that all information provided to Tee Master by City or customers of the golf courses identified herein is the property of City. Further, Tee Master acknowledges and agrees that the customer data is "Social Recreation Data" which is properly classified as private data under the Minnesota Govemment Data Practices Act and, as such, cannot lawfully be released or disclosed to any person or enrity other than the staff of the Tee Master and City who have a need to know such data. C. OwnershiD of Hazdware. City agrees that title to the hardware shall at all times remain vested in Tee Master. Accordingly, upon the expiration or termination of this Agreement, Tee Master shall be entitled to remove its hardware from all of the City golf courses. However, if Tee Master does not remove the hardware from the golf courses within 90 days of the expiration or termination of this Agreement, the hardware shall be deemed abandoned and shall become the property of City. City will not unreasonably deny to Tee Master access to its facilities. Section 7. City Responsibilities. A. The CiYy agrees to provide Tee Master with information as required to facilitate the operation of the System and Softwaze in a timely manner. If Tee Master requests specific information related the City's golf policy and practices, the City will provide a response within 48 hours or such other time if mutually agreed to by the parties. B. The City agrees to provide Tee Master with access to its facilities as required to facilitate the operation of the System and Software in a timely manner. If Tee Master requests access for such a reason, the City will provide such access within 48 hours or such other time if mutually agreed to by the parties. Section 8. Wark Products, Records, Dissemination of Information. A. All deliverable work products and supporting documentation that result from the Tee Nlaster's services under this Agreement shall be delivered to the City and shall become the property of the City after final payment is made to Tee Master with no right, title, or interest in said work products or supporting documentation vesting in Tee Master. B. Tee Master agrees not to release, transmit, or other wide disseminate any information associated with or generated as a result of the work performed under tliis Agreement without prior Imowledge and written consent of the City. C. In the event of termination, all work products, whether finished or unfinished, and supporting documentation prepared by Tee A�aster under this Agreement shall be delivered by Tee Master to the City by the tennination date and there shall be no further obligation of the City to Tee Master except for payment of amounts due and owing for any authorized work performed and expenses incurred to the date and time of termination. o � -1�`f D. Tee Master aa ees to maintain all business records in such a manner as will readily conform to the terms of this Agreement and to make such records available at its office at all reasonable times during the Agreement period and for six (6) yeazs from the date of the fmal payment under the contract for inspection or audit by the City, the State Auditor, or other duly authorized representative. E. Consultant (Provider) agrees to abide strictly by Chapter 13 of the Minnesota Statutes (Nlinnesota Government Data Practice Act) as well as any other applicable federal, state, and local laws or ordinances, and all applicable rules, regulations, and standazds established by any agency of such governmental units which are now or hereafter promulgated insofaz as they related to Tee Master's performance of the provisions of this Agreement. Section 9. Insur�nce A. Consultant sha11 be required to carry insurance of the kind and in the amounts shown below for the life of the contract. 1. Public Liability Insurance a) Bodily Injury b) Property Damage 2. Automobile Insurance a) Bodily Injury $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 2,000,000 $ 750,000 $ 1,000,000 each occurrence aggregate each accident aggregate per person per accident b) Property damage not less than $50,000 per accident 3. Workers Comnensation and Em�lover's Liabilitv a) Worker's Compensation per Minnesota Statute b) Employer's Liability shall have minimum limits of $100,000 per accident; $100,000 per employee; $100,000 per disease policy limit. 4. General Insurance Requirements a) The policy is to be written on an occurrence basis or as acceptable to the City. Certificate of insurafi�e mus± indicate if the policy is issued en a claims-made er occurrence basis. All certificates of insurance shall provide that the City's Division of Contzact and Analysis Services be given not less than thirty (30) days prior �vritten notice of cancellation, non-renewal or any material changes in the policy. Agent must state on the certificate if policy includes errors and omissions coverage. °+-u'4 b) The Consultant shall not commence wark until a Certificate of Insurance covering all of the insurance required for this project is approved and the project manager has issued a notice to proceed. Insurance must remain in place for the duration of the original contract and any extensions periods. Section 10. Project Management. A. The City requires Tee Master ta assigr a specific individual as a pzimary contact point or Project Manager. Tee Master's designated individual is Jay Adams. B. The City has designated Michael Hahm as the Proj ect Manager for this Agreement, and the individual to whom all communications pertaining to the Agreement shall be addressed. The Project Manager shall have the authority to transmit instructions, receive information, authorize amendments or changes to the Agreement, and interpret and define the City's policies and decisions pertinent to the work covered by this Agreement. Section 11. Equal Opportunity. A. No person, on the grounds of race, sex, sexual or affectional orientation, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of said services. No discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors. Such discrimination shall not be practiced against the public in its access in and use of the services provided for public accommodations, and; Tee Master shall use the premises in compliance with all other requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183 as weil as all State, Local and Federal laws, rules and regulations. Section 12. Compliance With Applicable Law. A. Tee Master agrees to comply with all federal, state, and local laws or ordinances, and all applicable rules, regulations, and standards established by any agency of such govermnental units, which aze now or hereafter promulgated insofar as they relate to Tee Master's performance of fhe provisions of this Agreement. It shall be the obligation of Tee Master to apply for, pay for, and obtain all permits and/or licenses required. Section 13. Term and Termination A. Term The initial term oftle Agreement si:a" ecinmence u�on'esecutierf by :he parties aild continue through December 31, 2003. The City, at its option, may renew this Agreement for up to two additional one-year terms. If the City elects to renew, the City shall give a written rene��al notice to the Tee Master of not less than 60 days prior to the expiration date of the initial term or the first rene�val term. Tee Master is required to provide pricing for the additional one year terms no later than September 1, 2003. 10 o ►-�py B. Termination This Agreement may be ternunated by the City at any time and without penalty, with or without cause, upon thir[y (90) days' �vritten notice to Tee Master. In the event of termination, Tee Master shall be entitled to payment, detennined on a pro rated basis, for work or services performed to the reasonable satis�action of the City C. Default. In the event Tee Master fails or neglects to comply with any term or condition of this Agreement or to provide the services as stated herein, City shall have the ri�ht, after written notice, to cease payment hereunder. This remedy shall be in addition to any other remedies, including termination, available to the City in law or equity. The City shall be entitled to recover reasonable attorney's £ees and costs of collection associated with enforcin� its rights hereunder. Section 14. Independent Contractor. A. Independent Contractor It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Tee Master to the City is that of independent contractor and not that of employee. No statement contained in this Agreement shall be construed so as to find Tee Master an employee of the City, and Tee Master shall be entitled to none of the rights, privileges, or benefits of Saint Paul employees. B. Payment of Others. Tee Master shall pay all of Tee Master's employees, agents, and any subcontractors furnishing service, labor, equipment, or materials incidentai to the performance of Tee Master's obligations under this Agreement and Tee Master will furnish the City with satisfactory evidence that all of its subcontractors have been fully paid in accordance with Tee Master's payment terxns. Upon Tee Master's default or delinquency in making such payments to its subcontractors, the City may, at the option of the City, first pay the subcontractors and deduct the sum of such payments from any remaining balance due to Tee Master. Section 15. Amendment or Changes to Agreement. A. City or Tee Master may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensation must be authorized in writing in advance by die City. B. Any alterations, amendments, deletions, or �vaivers of the provisions of this Agreer.lent sha11 be valid only when reduced to n�riting and duly signed by tLe pzrties. C. Modifications or additional schedules shall not be construed to adversely affect vested rights or causes of action which have accrued prior to the efFective date of such amendment, uiodification, or supplement. The term °this Agreement" as used herein shall be deemed to include any future amendments, modifications, and additional scheduies made in accordance herewith. ii s�� Section 16. Assignment The City and Tee Master each binds itself and its successors, legal representative, and assigns of such other party, with respect to all covenants of this Agreement; and neither the City nor Tee Master will assign or transfer their interest in this Agreement without the written consent of the other. Section 17. Incorporation of Proposal. The contents of Tee Master's proposal are part of Tee Master's contractual obligation and are incorporated into this agreement by the reference. If there is any conflict between this agreement and any of the foregoing documents, or between this agreement and any clarifications or modifications submitted be Tee Master, this a�reement shall in all instances control. Section 18. Notices. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement shall be delivered in person or deposited in United States Certified Mail, Rettun Receipt Requested. Any notices or other communications shall be addressed as follow To Citv: To Tee Master: Division of Parks and Recreation Jay Adams Attn: Manager of Special Services 12450 Wayzata Boulevard, Suite 224 25 West Fourth Sh•eet, Suite 300 Minnetonka, Minnesota 55305 St. Paul, MN 55102 Section 19. �3'aiver. Any failure of a party to assert any right under this Agreement shall not constitute a waiver or a termination of that right, this Agreement, or any of this Agreement 's provisions. Section 20. Survivnl of Obligation. A. The respective obligations of the City and Tee Master under these terms and conditions, which by their nature would continue beyond the termination, cancellation, or expiration hereof, shall survive termination, cancellation or expiration hereof. B. If a court or governmental agency with proper jurisdiction determines that this Agreement, or a provision herein is unlawful, tliis Agreement or that provision, shall terminate. If a provision is so tenninated but the parties legally, commercially, and practicably can continue this Agreement without the terminated provision the remainder of this Agreement shall continue in effect. Sectfion 21. Interpretation off Agreement, Venue. A. This Agreement sha11 be interpreted and constnied according to the laws of the State of Minnesota. All litigation related to fliis Agreeinent shall be venued in the D;strict Court of the County of Ramsey, Second Judicial District, State of Minnesota. ]2 ai-��ry Section 22. Force Majeure. A. Neither the City nor the Consultant shall be held responsible for performance if its performance is prevented by acts or events beyond the party's reasonable control including, but not limited to: severe weather and storms, earthquake or other natural occurrences, strikes and other labor unrest, power failures electrical power surges or current fluctuations, nuclear or other civil military emergences, or acts of legislative, judicial, executive, or adminislrative authorities. Section 23. Entire Agreement. A. It is understood and agreed that this entire Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matters herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the year and date first written above. For the City: Approved as to form: For Tee Master: By Vice President, Sales Assistant City Attorney Mayor or Designee Director, Office of Financial Services Director, Human Rights Funding: Activity Number and Department Signature 13 o�-��y APPENDIX A: System Details I. Hardware Elements Tee Master will provide computer hazdware as described in its Proposal to assure that the System performs as described. All computer hazdwaze will meet or exceed the following specifications. ITEM CPU: VIDEO DISPLAY TERMINAL: I��ii:�i7_�:i�71 MOUSE: PERIPHERALS: SPECIFICATIONS Inte1550 Megahertz (new) 64 MG RAM 4 Gigabyte Hazd Drive 17" Color Monitor (new) Fuliy compatible with other system items Standard (new) Fully compatible with other system items Standard (new) Fully compatible with other system items Color InkJet Printer (new) Fully compatible with other system items Tee Master shall replace and upgrade hardwaze as necessary to provide optimal performance of Software II. Technical Support A. Service Call Response Time 1. Telephone Support Tee Master will provide reasonable telephone support between the hours of 6a.m. and 10 p.m. to respond to technical problems with the System. Tee Master will respond within four (4) hours. Response time for on-site assistance will be a maximum of six (6) hours or such other time if mutually agreed to by the parties. 2. Hardware Failure In the event of a failure of a hardwaze component of the System, Tee Master will repair or replace the component within 24 hours or such other time if mut'ually agreed to by the parties. B. Custom Proerammin� Tee Master sha11 perform custom progranuning for the City in addition to the programming needed to make the System fully operational upon reasonable request by the City. Such programming will be billed to the City at a rate not to exceed $140 per hour. Tee Master will initiate custom programming only upon written autharization of the City. 14