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Home My WebLink About4386 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4386 LAST MINUTE GOLFER UTAH LLC Website - LASTMINUTEGOLFER.COM Parks PRO File Class LEG 12-1 $ 09/10/2003 09/10/2004 02/15/2007 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date Provide no less than 54 tee times (foursome) Vault 01/01/2007 PROFESSIONAL SERVICES AGREEMENT LastMinuteC~lfev. eom The City of Bremerton ("City") as owner of the Gold Mountain Golf Complex ("Course") and Last Minute Goffer,Utah_ LLC ("Consnllanl'),- refeli~ to collectively, as the "Parties," enter into the following Agreement for professional services: The City ~hall: 1. Provide no less than fifty four (54) tee times (a tee rims, for purposes of this agreement is defined as a foursome of players to play 18 holes of golf beginning at a time and a course~ as designated by the City) per raonth available ~ to golfers through the Website by any combination of(l) posting "last minute" tee times (for next day play, and (2) "preloading'~ advance tee inventory based on availability. Selection of the tee times shall be at the sole discretion of the City. Each monthly cycle shall begin on the first day Of each month. The first month nnrler this agreement shall he prorated. 2. Set the price charged by the Website for tee times to be sold. The setting of prices is within the sole discretion of the City and shall not be less than the twilight rate. Consultant shall ensure that for each tee time sold, the City shall be paid the full amount collected by consultant and/or th~ weJ~site, without any deduction for commission, administrative costs, processing or any other fee, charge or deduction. However, in consideration for this agreement the City shall ~aell mnntlk designate One foursome per day including cart (4 days per month maybe excluded) of the above referenced tee times for the sole trse~ and heRe, fit of consRItant The. City shall.have the sole discretion to designate the time and course of each of these foursome per day including cart (4 days per month maybe excluded~ The City will not provide more than one (1) tee time (one foursome including cart) per day for consultant's benefit, and shall not be requked to provide any Saturday tee times for consultant,s benefit (4 ~day. per month excluded will apply to Saturdays). All monies collected fi.om these specifically designated tee times, whether sold Or ~ shall he. the property of consultant. The~City may, at its sole discretion, designate tee times in excess of flay four (54) each month, however the crlmpensatioll undex this agreement shall not exceed one(l) tOO time (one foursome including cart) per day, whether they are sold or not. 3. Use consultant as its exclusive agent for marketing seven-day advance and last- minute teetime imtento~ through_the intemet_ City reservesthe right to use other agents to conduct other forms of marketing at the discretion of the City. 4. Maintain the Website via the internet connection regarding Course descriptJ.ons, condition, aeration, dates, pricing information, group outing offerings to be displayed on the Website. 5. Proa/ide raill checks for any golfel: that Obtains a tee time through the Websi!e but is unable to play due to weather, pursuant to the Course's standard rain check policy.' & Display (in_ mnt~mlly agreed.localions),LastMinuteGolfer. Com counter cards and posters. B-~ ~tant ~ 1. Provide the City witl~ pa,,word controlled access to ~the .Website system to erLable the City to post available tee times (both "last minute" and advance times), to permit the City tct view and manage llookillg.r~ ~'ld. tlle.pellllit, the City to update Course information presented on the Website. 2_ Display the above_information o~ its website in order to .market the tee times designated by the City. Design Course, ~ informatioll and post the same on the website and provide a direct link from the website to the Course' website and the City shall provide a link to the V~/e~bsit e. 4. Pro~zide weekly payments to.the City far all. tee times booked on the Website with the exclusion of those tee time previously designated by the City as compensation for this a~eement as desc, afbecLin.paragr~ apk [ (A)(2) of this agreement. 5. Provide developmental and sustaining marketing which may include television, radkL print, billboards,_raek cardsand other media. 6. Provide the City with monthly statements in accordance with the specifics of this agreement. 7. plane .agreed Course events on the local golf calendar within Ihe Website free of charge. K Make- availahlespace.inneaztsle:ner/hat is periodically_er~ailed to local golfers. ~ ,2004. ill Compensation: In consideration of the services provided pursuam to this Agreement, the City shull l~:ovid.~ ns ~set fmYrh abevc,, twenty tee time; per month for consu]tant~ sole benefit. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in ~ Sc:~c)pe of Work and. is llerforming independem fon~tions and responsibilities within ils field of expertise. Consultant and its personnel are mdependem Consullanls and not employees of the City. Consnltant ~nd ils personnel, have no anthority to bind the City or to control the City's employees anc[ other Consultants. None of the benefits provided by thc City to its employees, including, but not limited to, compengation~ inm]rallc~ and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible.for it~ acts and for the acts of Consultant's agents, employees, representatives and sub- Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independeat Consultants to peri'om the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's aclmlnlgtl'atir)R and extforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent (2nnsoltant,~ Crmsnltant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxe~ and. fees ~inclnde but are not limited to State .industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees d,e the City hove~ beer declared delinquent, the. City may withhold the delinquent amount, plus any additional charges arising bom the delinquency, from any payments due~ Consultant. V. General Conditions: A~ Re_BoRs_and lnfnrmatlcm: Wheaxrequestedby the_City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and deo]ment~ shall be fi~rnished .ill ~ time and form requested.. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) msuhstantiate any accounts. B. l~.ntlre,Agreemem~ This Agxeeanent and its.Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements~ written or oral, that have not been set forth in the text of this Agreement. C. Severability: Should any part of this Agreement be found void, the balance of theAgreementshall remalttin fix[l forc~and erst. D. Modification: This Agreement may only be modified by written instrument signedA:)y both Parties. E..V~rittell Notlces'~ All .caztmmnnicalions regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal servidge~ and shall be-deemeA snffle, ientLy given if sent to the addressee at the address stated in this Agreeanent or such other address as may be hereafter specified in writing. City Address Consultant Address F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision_ Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. G. Non-Waiver of Breaclr The. failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred_in, one or more.instances shall not be construed to.be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remai}} in full force and effect. I-L Compliance_with Laws; Consul/ant shah comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. I, Choice.of l.~w and_Vanue: This Agreement.shall be interpreted according to. the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall he ~hrought in Kitsap Conrlty Superior Court. J. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein~ each party shall pay all its .own costs and attorney,s fees. K. Assignment: Any assignment of this agreement by the Contractor without the written coasem of the.CRy shall be void. VI. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on_ the Ilasis of race,,colox,~ national.origin,.sex~ religion, age, marital s'latus,~ ox disability, except for employment actiorts based on bona fide occupational qualification: VII. Termination: This Agreement may be terminated, at will, by either Party upon six~ (60) days noticeto the~oth~r Patty, Thi~Agreemem may beAmmediately termimaed for causeby a Party if the other Parly substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not c~_,n__omce~correction-of the fail~e-of performance within ff~3t (30)- days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the S~n,~O~ all_ ito..IRg listed_ il~ t]~ S~O~O~ Wozk_ ~lttgllt thrnngh th~ terminn~inn_date. CITY OF BREMERTON CONSULTANT its: ~'~y ~ ,~ its: ,Date.' ~/, 7/0 ~ Date:~ Approved as to fortaz Attest: Bremexto~CLty e~y~~ ~it;iOler/