HomeMy WebLinkAboutSoftware Trade Agreement - GolfNow LLC - G1 Software for all City Golf Courses1316 COUNTY-01'Y BUILDING
227 W. JEFFERSON BOULEVARD
SOUTH BEND. INDIANA 46601-1930
CITY OF Sourti BEND PETE BUTTIGIEG, MAY
130ARD OF PUBLIC
April 24,2018
Dan Bury
GoIfNow, LLC
7580 Golf Channel Drive
Orlando, FL 32819
RE: Software Trade Agreement
Dear Mr. Bury:
PHONE 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on April 24, 2018, approved the above
referenced agreement regarding GI Software forall City golf courses in exchange for eight
(8), eighteen (18) hole rounds of golf trade times per day, per golf course for two (2) years,
subject to availability.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251,
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: Tony Stearns, Venues, Parks and Arts
Dan O'Connor, Innovation &Technology
GARS A. Git..o'r SUZANNA M. FRITZBER,G EIAZABE'n-i A. MARADIK J A M Es A, M U F. L L ER THERESE J. DoRAU
Course agrees to indemnify and hold GolfNow and its parent company, and Its and their respective officers, directors,
employees and agents harmless from and against all claims, suits, liabilities, costs and expenses, Including reasonable
attorneys' fees and expenses, related to: (1) any breach of this Agreement by Course; and (ji) GoIfNow's execution of the
Services in accordance with the terms of this Agreement. Should GolfNow waive the Installation Fee for Course, and If this
Agreement is terminated by Course prior to the expiration of the Initial Term, then Course shall pay to GolfNow an early
termination fee of Two Thousand Dollars ($2,000.00), prorated based on the number of months remaining In the Initial Term,
GolfNow may collect this early termination fee via Trade Times,
Please initial each box below that is applicable to your service plan:
For GolfNow Plus Service, GolfNow Plus LITE, and GolfNow Plus Brand:
Course acknowledges, and agrees that the GolfNow Plus Team will help to manage and monitor its online
brand reputation and Course further agrees that this will require Course to provide the GolfNow Plus Team
with access to Course's platforms such as Facabook, Google-F, Yahoo and Twitter.
For GolfNow Plus Service and GolfNow Plus Inventory:
INITIAL HERE
Course acknowledges that the GolfNow Plus Team will help to manage and monitor its online tee time
inventory which will Include proactive updates determined by the GolfNow Plus Team.
For GolfNow Plus Service and GolfNow Plus Inventory:
INITIAL HERE
Course acknowledges that the GolfNow Plus Team will heip to organize and reply to event leads collected
online,
For GolfNow Plus Service, GolfNow Plus Brand, and GolfNow Plus Inventory-
INITIAL HERE
Course acknowledges and agrees to the GolfNow Plus early termination policy as detailed above, COURSE
further agrees that any amount due from early termination may be collected via Trade Times until the total
early termination fee has been collected,
For GolfNow Plus Service, GolfNow Plus LITE, and GoIfNow Plus Inventory:
I'M
M IN.
Course acknowledges and agrees that online tee time rates will always be lower than tee time rates for
I
(V, j
callers,
'L&JAA-
2
AGREED TO AND ACCEPTED:
�wflu(j
3"mrd of Pitfilk,
t
r
0
1,411/1111 M,
AIR' 4
GolfNow Plus Acknowledgement — October 2016 CONFIDENTIAL Page 1 of 1
GUM
Go. Play.
This Order Form, together with the Standard Terms and Conditions attached hereto and: incorporated herein by reference, shall constitute
a binding legal agreement (this "Agreement"), between GoifNow, LLC ("GalfNow') and City of South Bend ("Course" — Legal Entity Name)
(individually, a "Party," and collectively, the "Parties"), and is made and entered into as of the last date of the last signature written below
(the "Effective Date"), and shall govern GoifNow's provision of software, marketing, and/or technology services for Course's golf courses
listed below.
GolfNow:
Course (Legal Entity Name): City of South Bend
GoIfNow, LLC
Course (Legal Entity Address): 227'W Jefferson Blvd., South Bend, IN 46601
7580 Golf Channel Drive
Orlando, FL 32.819
Course's Golf Courses:
Elbe[ Park Golf Course
Erksine Park Golf Course
Studebaker Golf Course
Prepared By:
Phone:
Dan Bury
(616) 401-5987
Course Contact Name:
Course Contact Phone:
Tony Stearns
(574) 298-2432
Email':
daniel.lbury@'golfchannel.com
Course Email:
tstearns@southbendin.gov
TERM AND RENEWALS: The Term of this, Agreement shall be Two (2) Years from the Effective Date.
GolfNow Booking Engine
GoifNcw Mail
Facebook Bookina Enaine
rm
See Specific Payment Terms Below
See Specific Payment Terms Below
G1 Operating System
See Specific Payment Terms Bellow
r
r
Olga
See Specific Payment Terms Below
t
lJ/ r
��4,'�r,,,,y�����11I1I1�llrJJ�r�I����111'll���6��1����%�//,//,�
� 1r
11
r r
a Ti �
x �„mr,,7lir�„��/�llllly/ll ���r�f��1��I �
u
a
SMARMONsill..
>
_IPLEASE SELECT]
.A ',.
[PLEASE
I
[Quantity]
SELECT]
w
_IPLEASE
[PLEASE SELECT]
[Quantq]
[PLEASE SELECT)
w
[Quantity]
• !
SE SELECT]
_
lr''A.
[PLEASE
_
[PLEASE
�111��>y111111i�11���'i"���'��11,7',fi�lIJ1�Ia,��UV.�fl�ll�ll/����/�/,6NI11>)s
I1 Y
t l r II o »
„���%rl��V��l�,�f�����0�%i111�1,�"l'1�lIG�������(li�i�,I
V i
C
fi
,i „ ,
r,
r c�
t i J I'
l 1 r/ f 4 J
Does Course agree to grant GoIfN,ow permission to purchase
- •
•. • •. Course's name,
-*
•other trade .•- r other- property
r- r •• •
a P pf
1 ., ,,li�r�r�rl�i�PINES
Does Courseagree to• r rw permission to add Course
inventory to MilitaryTeeTimes.com at a fifteen percent (15%)
discount relativeto all inventoryreleased and posted on
r• • r'
GolfNowv Order Form / Standard Terms and Conditions - March 2017 CONFIDENTIAL Page 1 of 5
G111",4, "a""' p N"
Go,ploy.
Does Course agree to grant GoIfNovv permission to use GoIfNow's
"Gotta Play" Technology with the Trade Times provided under this
agreement?
By selecting "Yes", Course agrees to the following terms:
• GoIfNow's "Gotta Play" Technology will populate pre -paid Trade
Time(s) at a mutually agreed upon discount rate when any tee
time is selected by a user. Course and GoffNow shall also
mutually agree upon the time window from which a "Gotta Play"
round can be sold.
• All rounds made available on GoIfNow (including Course
rounds and Trade Times) within the agreed upon time window
will be subject to the "Gotta Play" discount. Total "Gotta Play"
rounds sold in a given day may not exceed the agreed
upon payment as defined in this Agreement. All rounds
purchased with the "Gotta Play" discount shall be due
exclusively to GolfNow for its own benefit.
• Any rate/offer that is made available by Course within the
mutually agreed upon "Gotta Play" time window may be sold as
a "Gotta Play" round with the mutually agreed upon discount
rate. By way of example, if Course adds a "meal and range
balls included" offer to a round during the agreed upon time
window, this package will be subject to the "Gotta Play" rate
discount, all sales shall be due exclusively to GoifN:ow, and
Course will honor, in full, all aspects of the package,
• For the avoidance of doubt, Course acknowledges and agrees
that "Gotta Play" rounds (including rounds with additional
offerings) will be paid in full online to GolfNow for its own benefit
with $0 due at Course.
0 "Gotta Play" rounds will also be available on Course's website.
[PTO MI'M 17,
ME
TOTAL PAYMENT(s): See Specific Payment Terms Below
In consideration for the Distribution, Premium Offerings, Technology, and Services listed above, Course shall provide GioIfNow with Two (2) Trade
Times per day, per golf course.
Trade Times: A single 'Trade Time' is defined as four (4) individual 18-hole rounds (with cart) made available for sale by GolfNow for its
own benefit.
The tee times of the individual 18-hole rounds provided as Trade Times shall be posted prior to 12:00 p,m, each day, GoIfNow shall have
the ability to sell Trade Tirnes at a price that is at the discretion of GolfNow (except where rnutuaHy agreed upon). Trade Times shall
be available for purchase on Course's website, golfnow.com and GoIfNow's network of partner websites.
Agreed to and Accepted
Course Signature- Printed Name:
GolfNow Signature:
GolfNow Order Form / Standard Terms and Conditions March 2017
Date:
Printed Name: 1%.1011tWVJM Date:
('§U"d Of P1110he Work,
P R 2-
CONFIDENTIAL
Page 2 of 5
GUM"
0. 0. Play.
"GolfNow" shall mean GolfNow, LLG and GolfNow G1, LLC
collectively. Course shall mean the legal entity listed as "Course"
on the included Order Form. The Parties acknowledge and agree
that except as otherwise provided herein, the Standard Terms and
Conditions and any applicable Addendum shall be updated and
amended from time to time by GolfNow in its sole discretion.
Course's use of the Services and Software, hereunder shall be
subject at all times to the then current Standard Terms and
Conditions and/or applicable Addendum. Should the Standard
Terms and Conditions and/or applicable Addendum be amended,
GolfNow shall provide Course with at least sixty (60) days' prior
written notice of such change and Course shall have the option to
terminate this Agreement within thirty (30) days of receipt of such
notice.
1. GolfNow Services. GolfNow shall provide GoIfN!ow's Tee
Time Marketing and Technology Services (the "Services") for the
purpose of marketing, promoting and selling Course tee times
and/or enhancing Course's technology. GolfNow shall provide
access to Course tee times to any of its branded websites, partner
or affiliated websites, or any other distribution channel. GolfNow
shall: apply the latest version of the GolfNow Services to the
marketing and administration of Course tee times. GolfNow shall
notify Course in advance in writing of any GolfNow Services
updates, and will provide appropriate training and/or materials to
Course concerning all updates. Course shall provide GolfNow with
access to all of the internal and external systems (including third
party systems licensed to Course) necessary for GolfNow to provide
the Services. Course shall honor all tee times reserved through
GoIfNow's, distribution channels and shall treat all golfers originating
from GoIfNow with proper courtesy and respect. Course shall make
every effort to maintain its inventory in the most up-to-date manner
possible, with proper communication to GolfNow regarding changes
in availability, course conditions, etc. The Parties shall work
cooperatively to minimize double -bookings, cancellations and the
like.
2. GolfNow Software. GolfNow grants Course a limited, non-
exclusive, non -transferable license to utilize the software as set forth
on the included Order Form (the "Software"), Course may use the
Software for the purpose of managing and marketing Course's golf
course properties and shall not sell, sublicense, lend, or otherwise
transfer the Software to others. Neither Course, nor any third party
working with or on behalf of Course, may reverse engineer,
decompile, disassemble, or customize the Software including but
not limited to, creating any software interface with the Software for
the purpose of selling or marketing tee times through the Internet or
any Internet site, without the express knowledge and written
agreement of GolfNow. Course understands and acknowledges
that all third party vendors must have a written agreement with
GolfNow in order to create any !interface with the Software,
1 GolfNow-Owned Hardware. To the extent that GolfNow
has provided Course with any hardware, all such hardware shall
remain GoIfNow's property and shall be returned by Course to
GolfNow within fourteen (14) days upon the earlier of: (I) termination
of this Agreement due to breach; or (ii) expiration of the Term.
4. Fees and Pricing. Course's payment to GolfNow shall be
the "Total Payment" amount set forth on the Order Form attached
hereto. Course shall have the option of selecting one of the 'Flexible
Payment Options' outlined within Exhibit A. If Course elects to
charge an online fee for rounds booked on its website, GolfNow
shall retain One Dollar and Twenty -Four Cents per round
($1.24/round), and remit the remainder to Course. If applicable,
Course shall have the right to approve the price and amount of all
non -Trade Time inventory offered in the GolfNow network. GolfNow
shall receive tee times and rates equal to or better than those
offered by Course to any third party distribution service. Course
acknowledges and agrees that Course's payment to GolfNow is a
material element of this Agreement. Due to this material element,
in the event that Course does not comply with the payment
requirements hereunder or otherwise breaches the terms of this
Agreement (each a "Non -Compliance Event"), Course shall be
required to pay GolfNow a fee of Two Hundred Fifty Dollars
($250.00) per golf course per month for each month after the first
instance of any Non -Compliance Event through either: (I) the cure,
of the Non -Compliance Event; or (it) the end of the current Term,
whichever is shorter.
5. Term and Termination. The initial term of this Agreement,
along with any applicable Renewal) Term, shall be for the period of
time as set forth on the attached Order Form (the "Term"). Either
Party may immediately terminate this Agreement in the event that
the other Party materially breaches this Agreement and fails to cure
such breach within thirty (30) days' written notice of such breach.
Upon termination of this Agreement, Course shall delete and return
all Software (including all copies), and sign a statement certifying
same.
6. Support and Training. GolfNow shall provide Course
appropriate levels of training (including access to remote training
and on-line resources). Additional in -person training may be
provided for an additional fee, Telephone and email support shall
be provided to Course during normal business hours through
GolfNow's published phone numbers and email addresses.
7. Data Security. Industry standards have been set by the
Payment Card Industry Data Security Standards ("PCI Standards")
for protection of customer information. GolfNow and Course both
represent and warrant that they will comply with PCI Standards
during, the entire Term of this Agreement and thereafter with respect
to customer data accumulated during the Term, and further agree
to adhere to all other applicable standards, laws, rules, and
regulations for protection of customer data to which they have
access during the entire Term of this Agreement. GloIfNow agrees
that it will use systems, tools and security and take commercially
reasonable steps to ensure Course customer data hosted by
GoIfNow is not accessed, redistributed, duplicated, or modified.
GolfNow shall be free to provide certain required level's of access to
contracted third party vendors that may need access to such data in
order to provide services,
8. Privacy Policies and Terms of Use.. Course will at all times
during the Term: (a) maintain a privacy policy and terms of use that
are consistent with applicable laws and industry best practices (as
determined by reference to the practices of other consumer -oriented
websites and the promulgations of applicable industry standards
bodies); (b) make such, policy and terms of use easily accessible to
end users; and (c) comply with such policy and terms of use.
GolfNow will maintain a separate privacy policy and terms of use on
all modules and booking engines that are hosted on Course's
website(s) that pertain solely to the colleclJon and processing of any
customer data through these modules and/or booking engines, but
not to any other component or function of Course's website(s).
9. Limited Warranties and Remedies. Both Parties represent
and warrant that: (a) they have the authority to enter into this
Agreement and that their signatories are duly authorized and
empowered to sign this Agreement on their behalf; and (b) they will
comply with all applicable laws, ordinances, statutes, regulations
and rules, and that they have the power to settle fully and completely
all claims, causes of action, demands, charges and liabilities arising
out of or relating to this Agreement. Course represents and
warrants to GolfNow that any intellectual property provided to
GolfNow by Course (including without limitation, any photographs,
drawings, or works of art) do not violate the rights of any third party.
Course agrees to indemnify GoIfNox for any alleged or actual
breach of this warranty. GolfNow will provide the Services and the
Software in a professional and workmanlike manner and free from
any unreasonable defects, and GolfNow will use all reasonable
means to fix any defect in the Software or Services that may arise.
GolfNow Order Form / Standard Terms and Conditions — March 2017 CONFIDENTIAL Page 3 of 5
GOLFN"
Go. Play.
GoIfNow will provide Course with training on how to use the
Software and Services and provide support as needed by Course.
GoIfNow shall notify Course in advance of any Software or Service
updates and will provide appropriate training and/or materials to
Course concerning all updates. Course and its authorized' users
shall use the Software and Services only in accordance with this
Agreement. Aside from these warranties, THE GOLFNOW
SOFTWARE AND SERVICES ARE PROVIDED WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE, With respect to malfunctioning Software,
Goll'Now's entire liability and Course's exclusive remedy shall be the
repair/replacement of the Software.
10. Limitation of Liability. EXCEPT FOR THIRD PARTY
LIABILITITES, IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING, WITHOUT LIMITATION, ANY DAMAGES BASED
ON LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION OR LOSS OF DATA), EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY
REGARDLESS OF THE CAUSE OR THE FORM OF ACTION
(WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).
11. Ownership of Property and Data, All personally -
identifiable customer information supplied to GoIfNow by Course
(e.g., through the GoIfNow booking engine or through the Software)
remains the sole property of Course, cannot be copied, sold or
reused by GoIfNow, and will be treated as confidential business
information with at least the same degree of care as GoIfNow's own
confidential business information. All non -personally identifiable
customer information supplied to GoIfNow by Course (e.g.,
anonymous survey results, general usage data), as well as all
customer data obtained independently by GolfNow (e.g., through an
end -user booking a tee time at golfnow.com or other affiliated
websites) shall be GoIfNow's sole property, but may be shared with
Course should the Parties agree and obtain end -user consent for
such an arrangement. Course acknowledges and agrees that
GoIfNow's sharing of personally identifiable customer information
shall at all times be governed by the terms of GoIfNow's then current
privacy policy and terms of use. The following shall remain the sole
and exclusive property of GoIfNow: (a) the GolfNow Software and
Services (including any of GoIfNow's enhancements or upgrades
thereto), and all other software and materials developed, conceived,
originated, prepared, generated or furnished by GolfNow under this
Agreement; and (b) all copyrights, trademarks, patents, trade
secrets and any other intellectual property and proprietary rights in
and to the foregoing.
12. Dispute Resolution. This Agreement shall be governed,
interpreted and construed under the laws of the United States and
the State of Indiana without regard to any conflict of law principles.
The Parties shall act in good faith and use commercially reasonable
efforts to promptly resolve any claim, dispute, controversy or
disagreement (each a "Dispute") between the Parties under or
related to this Agreement. Any Dispute arising out of this Agreement
which cannot be resolved by the Parties shall resolved in the state
or federal courts of St. Joseph County, Indiana, and the prevailing
Party shall be entitled to an award of reasonable attorneys" fees and
costs.
13. Traffic Assignment. In the event that GoIfNow is providing
Website Hosting/Development and/or Mobile Website
Hosting/Development for Course, Course hereby assigns such
[.* 0.1"10MV-0,
traffic numbers to GolfNow for comScore traffir, reporting or other
applicable reporting services. Course agrees to execute any and all
documentation necessary to effectuate such traffic assignment to
GoIfNow.
14. Binding Nature: Assignment. This Agreement shall be
binding upon GoIfNow and Course, and their respective successors
and assigns; provided, however, that neither Party shall assign this
Agreement or any of its rights or obligations hereunder, without the
prior written consent of the other Party, which consent shall, not be
unreasonably withheld, conditioned, or delayed. Notwithstanding
the foregoing, without Course's consent, GoIfNow may assign all or
part of its rights and obligations under this Agreement to: (i) any of
its divisions, affiliates or subsidiaries; (fl) its parent company; or (iii)
any of its parent company's divisions, affiliates, or subsidiaries. A
sale of substantially all of the stock or assets of a Party, or the
reorganization or merger of a Party, shall not constitute an
assignment of this Agreement. Any assignment or transfer in
violation of this Section shall be void and of no force or effect. Any
subcontractors returned by GoIfNow to perform certain obligations
hereunder shall be bound by and their actions are governed by this
Agreement as if GoIfNow itself was performing such obligations.
15. Confidentiality. This Agreement and its terms and
conditions are confidential and shall not be disclosed by any Party
without the prior written consent of the other Party, except: (a) to a
Party's affiliates and! its and their respective officers, directors,
employees, representatives, agents and advisors; or (b) as required
by applicable law, rule, regulation, judicial or governmental order,
subpoena or other legal process, or at the request of any
governmental or regulatory agency or authority having or asserting,
jurisdiction. Each Party will cause its affiliates and their respective
officers, directors, employees, representatives, agents and advisors
to comply with the provisions of this Section 15.
16. Miscellaneous. This Agreement shall constitute the entire
understanding of the Parties with respect to the subject matter
hereof and supersedes any and all prior understandings and
agreements, written or oral, relating thereto — between Course and
GoIfNow. The Parties acknowledge and represent that they have
carefully read and fully understand all of the terms and conditions
set forth, in this Agreement. The Parties further acknowledge and
represent that they enter into this Agreement freely, knowingly and
without coercion and based on their own judgment and investigation
of this matter, and not in reliance upon any representations or
promises made by any Party, its attorneys, or its agents. The
Parfies hereby acknowledge and agree that GoItNow is an
independent contractor and not an employee, agent, joint venturer
or partner of Course or any of its affiliates. Nothing in this
Agreement shall be interpreted or construed as creating or
establishing a joint venture, partnership, employment, or agency
relationship among any of the Parties as a result of this Agreement.
The headings in this Agreement are intended for convenience of
reference and shall not affect its interpretation. None of the Parties
shall have any power to obligate or right to bind any other Party,
This Agreement may be executed in: one or more counterparts, with
electronic exchange of signatures (e.g., pdf and DocuSlgn)
sufficient to bind the Parties. Notices of either Party as required
herein shall be sent to the addresses provided in the attached Order
Form.
GoMow Order Form / Standard Terms and Conditions — March 2017 CONFIDENTIAL Page 4 of 5
GOUN
Go.pllay�
EXHIBIT A — FLEXIBLE PAYMENT OPTIONS
BARTER
Standard
• GolfNow takes the risk of selling daily foursomes
• Time of foursome mutually agreed upon,
• Price of foursome controlled by GoffNow
• Newly designed course booking engine included
Jointly Managed
• GolfNow and Course determine mutually agreeable price floor for daily foursome
• Monthly utilization for daily foursome is also mutually agreed upon
• Newly designed course booking engine required
Course Controlled
• GolfNow provides Course with tool to manage the sale of barter
• Course controls sale of all barter rounds (price and time) to achieve the equivalent of one foursome daily, X number of monthly
playable days
• Monthly cash reconciliation required
LINEAR I COMMISSION
• GolfNow and Course determine mutually agreeable per round commission %®
• Commission % prepaid at point -of -purchase by golfer; balance paid at check -in
• Rate parity required
• Inventory requirements also exist
CASH
• Calculated at value of one foursome daily, X daily APR, X number of monthly playable, days
• Newly designed Course booking engine included
GoItNow Order Form / Standard Terms and Condlions — March 2017 CONFIDENTIAL Page 5 of 5
When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit,
CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT,
CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY
VERIFICATION, NON-DISCRIMINATION COMMITMENT AND, CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF
SS:
0_)WhWE_cOUSTY )
The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid
is made without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sale; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in
investment activities in Iran.
a. For purposes of this Certification, "Iran" means the government of Iran and any agency or
instrumentality of Iran, or as otherwise defined at Ind, Code § 5-22-16.5-5, as amended from
time -to -time.
b,. As provided by Ind, Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is
engaged in investment activities in Iran if either:
i, Contractor, its successor or its affiliate, provides goods or services of twenty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
days or more, if that person will (i) use the credit to provides goods and services in
the energy sector in Iran; and (ii) at the time the financial institution extends credit, is
a person identified on list published by the Indiana Department of Administration.
4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain
any employee or contract with a person that the Contractor subsequently learns is an
unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility
status of all of Contractor's newly hired employees through the E-Verify Program as defined by
I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify
Program is included and attached as part of this bid/quote; and
5. Contractor shall require his/her/its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an
unauthorized alien., nor retain any employee or contract with a person that the subcontractor
subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is
participating in the E-Verify Program, The Contractor agrees to maintain this certification
throughout the term of the contract with the City of South. Bend, and understands that the City
may terminate the contract for default if the Contractor fails to cure a breach of this provision no
later than thirty (30) days after being notified by the City.
6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by
the City of South Bend through its agencies, boards, or commissions shall not discriminate
against any employee or applicant for employment in the performance of a City contract with
respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or
indirectly related to employment because of race, sex, religion, color, national origin, ancestry,
age, gender expression, gender identity, sexual orientation or disability that does not affect that
person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials,
or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by
law, the City, its agencies, boards, or commissions may consider the Contractor's good faith
efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority
Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining
the lowest, responsible, responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said
WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (1)
year from the date of such determination, and such determination may also be grounds for
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigned contractor agrees that the following nondiscrimination commitment
shall be made a part of any contract which it may henceforth enter into with the City of South
Bend, Indiana or any of its agencies, boards or commissions.
Contractor agrees not to discriminate against or intimidate any employee or applicant for
employment in the performance of this contract with privileges of employment, or any matter
directly or indirectly related to employment, because of race, religion, color, sex, gender
expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of
this provision may be regarded as material breach of contract.
1, the undersigned bidder or agent as contractor on a public works project, understand my
statutory obligations to the use of steel products or foundry products made in the United States
(I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products made in the United States on this project if awarded. I
understand I have an affirmative duty to notify the City in my bid that my proposal does not
include the use of steel products or foundry products made in the United States. I understand it is
my sole obligation and responsibility to provide a justification to the City, subject to review and
approval, why the cost of United States made steel or foundry products, is unreasonable. Prior to
award and upon submission of bid which does not use steel products or foundry products, made
in the United States, the City, through its director of public works, shall make, a determination if
the price of United States made steel or foundry is unreasonable. I understand that violations
hereunder may result in forfeiture of contractual payments.
I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for
public works are true and correct.
Dated this day of _.eAn_ 4a W 0-0 1 "
A
INVOW, I LIL G
Contractor id
Signature of Contractor/Bidder, or Its Agent
Printed Name
inil iitic
Subscribed and sworn to before me this ,�Vty of
My Commission Expires IV Z-3-
/� Notary
County of Residence
City of South Bend 227 W Jefferson Blvd
TO:
Board of Public Works, Linda Martin
CC:
Dan, O'Connor, Michael Schmidt, Jennifer Hockenhull
FROM:
Tony Stearns
SUBJECT:
Golf Now Software Agreement — G1 (Cloud Software)
DATE:
4/19/2018
BoPW Date:
04/24/2018
Linda aind Members of the Board
We are submitting for review and approval the GoIfNow — GI software contract for all City Golf
Courses. This transition to Cloud based software will allow us:
• Centralized Customer & Inventory Database —This has not existed
• Oversight of all operations from anywhere there is internet
• Better overall consumer experience
This agreement requires a two-year commitment to the trade agreement proposed in the
attached contract. This trade agreement allows us the use of Golf Now's technology, cloud
software and dynamic pricing strategy in exchange for two tee times per day to Ibe sold and
collected by GolfNow.
FOLLOW UP:
4/19/2018: We have received the updated contract from GOLFNOW with all requested changes
made. Previously, this contract was tabled until we had an updated contract from GoIfNow.
All the best,
Tony Stearns
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 4/19/2018
Name Tony Stearns Department Recreation - Golf
BPW Date 4/24/2018 Phone Extension 6500
Legal X
Attorney Name Clara McDanieIs
Controller review is required for all Contracts $5,000.00 or more
Controller ❑
and greater than one year in length per the City Purchasing
Policy
Purchasing Z
Check the Appropriate
Item Type — Required for All Submissions
F1 Agreement
Z Contract El Proposal
❑ Addendum
F Professional Services
F Amendment
F-1 Bid Opening
F Bid Award El Req. to Advertise
❑ Title Sheet
El Quote Opening
El Quote Award
❑ Chg Order No.
F-1 C/O & PCA No. PCA
❑ Ease./Encroach.
❑ Traffic Control ❑ Resolution
❑ Other-
Claim
Required
Information
Company or Vendor Name
Gofflow LLC
New Vendor
❑ Yes ❑ If Yes, Approved by Purchasing
No
MBEIWBE Contractor
❑ MBE Completed E-Verify Form Attached
F WBE
El Yes
El No
Project Name
Project Number
Funding Source
Account No.
Amount
Zero Dollar amount agreement
Terms of Contract
Purpose/Description
For Change Orders Only
Amount of F-1 increase $
F Decrease $
Previous Amount
$
Current Percent of Change:
%
New Amount
$
Total Percent of Change:
%
Time Extension:
Dispersal After Approval
Copy Original
z E] Tony Sterns
0 Daniel
O'Connor
EJ 1:1