Teesnap, Inc/Golf/14,200/Monthly Technical Support and Software Upgrades1'eesnap, lnc.
Brookshire Golf Course - 2017 �QRO`�
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement') is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and,
Teesnap, Inc. ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 1207 43.509-00 funds. Vendor agrees to provide the Goods and Services and
to otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards. Vendor will not perform any of the Services detailed in Exhibit A prior to obtaining a
written Notice to Proceed from the City. Upon receiving a Notice to Proceed, the Vendor shall perform only
those Services specifically detailed in the Notice. If the Vendor desires clarification of the scope of any
Notice to Proceed, the Vendor shall obtain such clarification from the City in writing, prior to performing the
service set forth in the Notice to Proceed. Any services performed without the City's prior express written
authorization will not be compensated.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Fourteen Thousand Two Hundred Dollars ($14,200.00) (the "Estimate").
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods
and Services provided to City within such time period. City shall pay Vendor for such Goods and
Services within thirty-five (35) days after the date of City's receipt of Vendor's invoice detailing same,
so long as and to the extent such Goods and Services are not disputed, are in conformance with the
specifications set forth in Exhibit A, are submitted on an invoice that contains the information
contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms
and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from
defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and
Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's
stated use and are fit and sufficient for their particular purpose.
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Teesnap, Inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a parry hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
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leesnap,lnc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status. Violation of this paragraph shall be considered a material breach of the Agreement and may result in
the immediate termination of the Agreement by the City.
12. E -VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E -Verify Lave'), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
parry of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON -ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
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1eesnap,lnc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: Bob Higgins AND Douglas C. Haney,
Brookshire Golf Course Corporation Counsel
12120 Brookshire Parkway Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor: Teesnap, Inc.
1201 North Town Center Drive
Las Vegas, NV 89144
Attn: Mike Wieland
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
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Teesnap, Inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect for one year from the Effective Date and shall automatically
renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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Teesnap, Inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
�y� LIT .
James Brainard, Presiding Officer
TEESNAP, INC.
By:
Authorized Signature
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Printed Name /
Title
FID/`TIN: Q� /� cl^t
Last Four of SSN if Sole Proprietor:
Date: 3-1-17
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Scope of Work
1201 North Town Center Rd I Les Vegas, NV 189144
T.844-458-1032
Based on your specifications below from the RFP we have notated our compliance/compatibility
and listed any variances if any:
A. Marketing Platform
1. Promotion of Golf Course and tee time inventory on the successful
Proposer's websites; Included
2. Preferred: Marketing of Golf Course across the successful Proposer's other
non-internet assets, such as television, radio, e-mail, print, etc.; Included
3. Demand -based pricing support; Included
4. Tee sheet management services; Included
5. Online tee time booking engine with online tools for managing tee time
inventory, e-mail marketing, customer segmentation, customer profiles, real
time reporting, and related services. Included
B. Web -Based Electronic Tee Sheet
The following features are required:
1. Multiple rate options; Included
2. Golf Course description; Included
3. Photo gallery with the ability to post multiple photographs; Included on
website
4. Advertise and book rounds for promotional events; and Included
5. Technological capability for players to book tee times from multiple devices
(cpu, cell phone, etc.), and multiple platforms (Apple, Android, etc.). Included
The following features are preferred:
1. E-mail capabilities for NMHU personnel to contact players and to target
segments of customers in Proposer's database (NMHU will comply with
Proposer's terms and conditions for use of any personal information);
Included
2. Golf Course video posting(s) on Proposer's website; Included
3. Calendar of events for Golf Course; Included
4. Social media integration; Included
C. Website Link
1. Proposer is to provide on its website a link to the NMHU Golf Course
website and the NMHU website; and Included
2. The NMHU Golf Course website and NMHU website are to have links to
Proposer's website, These links are to be directed to the NMHU Golf
Course tee time management page. Included
D. Point -of -Sale System (POS)
1. Touch screen monitor;
2. IPAD's; Included
3. Credit and debit card reader; Included
4. Inventory scanner; Our system uses a combination of touch screen buttons
and a quick pick inventory system that is similar/just as fast.
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1201 North Town Center Rd I Las Vegas, NV 189144
T 844-458.1032
Training is required for the POS system hardware and software. The
successful Proposer is to provide one (1) or more in-person training
sessions for Golf Course personnel. Following this initial training session,
the successful Proposer is to provide training at no cost to the Golf Course
(in-person training is not required but should be optional). Onsite Included
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teesnap
Cost
1201 North -Town Center Rd I Las Vegas, NV 189144
The Teesnap Reservations Solution proposal is offered by payment by day,
month(s) or year.
T. 844-458-1032
For your club, it sounds like you want 6 payments of $2,366.67 to equal
$14,200. Since you will be starting summer/fall, then it will be a rolling
calendar payment with the 15' occurring on 9-1, and the remaining payments
occurring on April 15', May 15`, June 15', July 151, August 151. This cycle will
continue each year you work with us. Again, we have no contract, just an
agreement of rate.
Each 15' of the month (of the six designated), $2,366.67 will be withheld from
your bank deposit as your merchant processor.
Included in proposal:
• Complete Teesnap Golf Management System
o iOS Cloud based - Tee Time Reservations & Point of Sale
o Includes server hosting, free data backups and power backup
o Includes all necessary hardware (iPad's, cases, stands, integrated
credit card swipe devices, etc.)
o Includes cellular based internet connection via Verizon on all devices
o Food & Beverage POS
o Mobile F&B for Beverage Cart
o Mobile Starter/Ranger/Bag Drop device
o Responsive CMS Website with Integrated Tee Time Reservations
v Mobile Tee Time Reservations
o Tableau Reporting Suite
o Integrated Cloud -based Credit Card Processing PCI Compliant at 2.6%
fixed rate on all credit card types.
o Integrated email marketing suite with tracking/reporting module.
o Gift Card Module
o Accounts Receivable Module
• All professional services required to successfully deploy our solution including
all project management/planning, installation, configuration, and training of
your staff on how to operate, edit, and maintain the system.
• Onsite go live assistance
• All associated travel costs associated with onsite implementation
'EXIIIDfT
3 of �
1201 North Town Center R0 I Las Vegas. NV 189144
T; 844.4581032
• Complete 24x7 technical support & maintenance
• All required hardware/software needed to successful deploy the solution based
on the requirements contained within the RFP. Includes hardware support on
all Pads provided by Teesnap.
• All manuals/documentation
• Free upgrades monthly
Why We Don't Offer Trade/Barter
In recent years it has become fashionable to trade golf rounds for technology/marketing services.
While for some courses in certain destination markets this makes sense, for the vast majority of
the golf courses in non -destination markets - many courses are starting to feel the ill effects of
trade. Here are a few reasons:
1. Most trade vendors discount your rounds 50, 60, 70% off and higher. This ideology of
"discounting" begins to slowly seep into your regular business because they being to train
your regular golfers to "wait for the deals".
2. You lose control of your rate integrity — this is by far the biggest thing we've heard from
courses looking to get away from trade. "Why would anyone pay rack rate when they know
they can get in at a discount". By controlling supply you control availability and therefore
the rates.
3. Most vendors want at least 2-3 tee times per day (8-12 rounds of golf per day). If your
rates are $35/round you are giving up approximately $420/day in loss of revenue. This is
$153,000+/year. Even at 50% off that is a substantial amount of money.
4. Your customers from your own website are often driven to a 3r° party site where they
become "their customer". They will soon start marketing your customers to play other
courses at a discount.
5. Most trade vendors don't want to give you the consumer's data for rounds booked through
their site. You usually have to press them for it.
6. Some trade vendors will sell trade outside the agreed upon terms and claim it was a
"computer glitch".
7. It's a myth that you will generate "more golfers". While true you might be introduced to a
few new discount golfers which they've pulled away from another course, as stated above
they are driving your golfers to the course down the street where they have trade with them
too. It's a zero sum gain. The only winner is the consumer who is golfing for half price.
The courses all lose.
8. When you commoditize golf, it is hard to differentiate your course from the field. Even if
your course is nicer, you give better service; your prices will be driven down by
trade/discount minded consumers. You are better off maintaining your price integrity. It's
the same reason brands such as Rolex, Louis Vuitton, and others don't allow retailers to
discount their product. If they did, everyone would wait to buy it on sale. If it's never on
sale and you want that product, you will pay full price.
LXHIBrr A
YG-Fq
1,1,;j teesnap Customer Agreement Form v3.7 (Ultimate)
PAYMENT & PRICING (Please choose one)
Daily Payment
You agree to pay Teesnap daily
installments of $
for days starting on
. If payment
cannot be deducted from remittance,
the balance will carry forward to
subsequent days until total payment
is collected. Payment will be
automatically deducted from the
remittance. This agreement if valid
for 1 year from the start date. 30 -day
written notice cancellation policy.
v/ Monthly Payment
You agree to pay Teesnap monthly
installments of $ 2,366.67
for 6 months starting
on 9-1.2017 . if the
monthly installment amount is
not paid in full from the 1 st day's
remittance, the remaining balance
will be deducted on subsequent days
until full balance is paid. Payment
is due in full within 30 days of
installation date.
Ell
L�
Annual Payment
You agree to pay Teesnap
$ as a one-
time annual payment via check. This
payment is valid for 1 -year use of
Teesnap. The terms of this agreement
will expire on
at 11;59pm PST. Installation date will
not be set until payment clears. No
cancellation policy.
11 the system has not processed at least 3 months activity prior to cancellation there is a one time S 1,000 penalty to cover ins tatlation and
administrative costs. This applies to all payment options except Annual Payment' option.
PACKAGE & HARDWARE CONFIGURATION
Teesnap Ultimate
a 5 iPads (included)
- This agreement also includes 1
additional iPad mobile station(s) at a cost
of $ 0 each.
Installation (3 -Day Onsite included)
This agreement includes additional onsite
installation days at a cost of $ per day.
Teesheet POS System
F&B Module
Admin Portal + Software
Ultimate Reports
Online Booking Engine
Partner Portal (Web Teesheet)
10+ page Custom Website + Basic Tech Support
Email Marketing Tools
Blog/News Website Feature
10+ Customer Journeys
2 -Tiered Social Media Syndication (RSS)
SEO Optimization
E -Commerce Web Store
Customer Data Synch w/ Campaigns
Dedicated Account Manager
Seasonal Marketing
Marketing/SEO Analysis + Strategy
"EXI 1IE11T "
PIM
teesnap Customer Agreement Form v3.7 (Ultimate) Initials
Date
CUSTOMER AGREEMENT
Teesnap, LLC, a Nevada limited liability company ("Teesnap') provides a system (the "System') for the booking of golf course reservations and related servicos
the processing of retail purchases from the pro shop and the payment and collection of fees and charges from customers These Terms and Conditions form
an mjreement between you and Teesnap with respect to your use of the Syslem.
You agree to the terns of this Agreement. You and Teesnap may be referred to throughout this Agreement individually as o "Party" and collectively as tlw
'Parties'
SECTION 1: PURPOSE
Teesnap will provide you wills access to its System, including any (Pads and other equipment necessary to operate the System at your golf course (the 'Golf
Course'). Each Golf Course shall consist of a pro shop and one or more golf courses. Teesnap will have the right, but not the obligation, to replace iPads and
other equipment as it sees fit. You will be responsible for any damage to or loss of the tPads or other equipment provided by Teesnap.
You agree that this will be your exclusive reservation and retail sales system and that all golf related commercial activity will be booked through the System
during the term of this Agreement.
SECTION 2: TEESNAP ACCOUNT
2,1 Your Account. Teesnap will work with you to create your account for the System, including: 1) Establish your account with Teesnap; 2) Establish your
administrative environment for all related personnel and products; 3) Add your products, including their cost and retail pricing for each product acid 4) Take
any other steps required for the operation of the System. YotuTeesnap Account will facilitate your use of the System and will allow you to receive current
reservation and sales related information and oilwr information pertaining to your relationship with us. Teesnap is not and will not be liable for any loss or
damage arising from you failure to manage your Teesnap Account. If you are entering into this Agreement on behalf of your employer or another entity, you
represent you have full legal authority to bind your employer or such untity to this Agreement.
SECTION 3: SYSTEM PARTICIPATION
3.1 Golf Course Offerings. To participate in the System, you must supply the content and images to describo and illustrate your Golf Course and service
offerings ('Golf Course Offerings'), by completing and submitting, or authonting an agent to complete and submit, the information to Teesnap. You are
responsible and liable for all Golf Course Offerings and terms, and for Teesnaps or any purchaser's use or reliance on any of the foregoing.
3.2 Promotion of Golf Course. Teesnap shall coordinate with you to promote your Golf Course Offerings. TEESNAP DOES NOT WARRANT OR GUARANTEE
THE USE OF THE TEESNAP SYSTEM WILL RESULT IN ANY PARTICULAR AMOUNT OF REVENUE OR PROFIT FOR YOU.
3.3 Respons bility for Golf Course Offerings. You represent that all services provided by the Golf Coupe for customers booking through the System will
be consistent with prevailing industry standards for similar golf courses. You will be responsible for all customer service with respect to your Golf Course
Offerings. Teesnap shall have no liability for the nature, completeness or accuracy of information provided by you about your Golf Course Offerings or the
fulfillment of your Golf Course Offerings.
3.4 Processing of Sales. All sales transactions for the Golf Course will be processed through the System with Teesnap as the Merchant of Record. You agree that
the System will be the exclusive system used by the Golf Course to sell its service and goods, including the reservations calendar for tee times.
3.5 License to Your Content. You hereby grant Teesnap a non- exclusive, worldwide, transferable, irrevocable (during the term of this Agreement) and sub
licensable license to use, copy, distribute, display and perform any of your content concerning your Golf Course Offerings (including any trademarks, trade
names, logos or copyrighted material of yours to be included in any advertising for your Golf Course Offerings) in any and all media or formats in connection
with Teesnap's fulfillment of its rights and obligations under this Agreement, including the promotion of your Golf Course Offerings.
3.6 Press Release. Taesnap may, in its sole discretion, include you in any press release regarding your Golf Course Offerings described herein or otherwise
identify you as one of its golf course clients. Any press release you may want to issue which includes Teesnap must be approved by Teesnap prior to release.
3.7 Teesnap is and will remain PCI compliant for the life of the product. The annual PCI compliance certification (SAO) is the sole responsibility of Teesnap/
Allegiant. Documentation required for validation of this process or confirmation of completion will be available upon request
SECTION 4: PAYMENT TERMS
4.1 Pricing your products. All prices for your Golf Course Offerings shall be established by you. Any price changes shall become effective as soon as
practicable, but in no event sooner than once loaded into Teesnap's System.
4.2 Customer Sales/Payment Processing. Teesnap will be responsible for processing and collecting all credit and debit card payments from your customers.
Your name will be displayed on the customer's statement as the sales agent Teesnap will also track all cash transactions. The Golf Course shall be responsible
for the handling and processing of all cash activity.
4.3 Payments to Golf Course. Teesnap will process all credit and debit activity for each period for each Golf Course and remit all proceeds via the automated
'EXHIBIT
b o-`7
0
teesnap Customer Agreement Form v3.7 (Ultimate) initials
Date
clearing house (or ACH) to your account within two business drys after it receives the proceed- from ilia processor. These funds will ba gross proceeds for
the period or periods ui question les-. 1) credit card 'Processing' fees of T,8%_.,,, . __._%+ f 0 per transaction for VISA/MC/DISC/AMEX; 2)
Refunds issued by ilia Goll Course 3) agree upon payment amounts in SECTION A: PAYMENT & PRICING of this agreement.
4 4 Sales Period. A Period will be for 24 hours begaining of 1200 a m, and ending at 1159 p.ni, of the s mile clary local time where ilia Golf Course is located.
From Friday through Sunday. Teesnap will combine the three consecutive Periods for payment of proceeds, Legal holidays will be treated similarly to
weekends.
4.5 Taxes. You shall be solely responsible for the timely reporting and payment of all federal, stale, county or city sales tax, excise tax, ticket or entertainment
taxes, or other similar taxes in connection with the purchase and use of your Golf Couno Offerings and you agree to indemnify and hold harmless Teesnap for
any liability with respect to any such taxes,
4.6 Reports. Teesnap will provide a comprehensive set of reports summarizing the Golf Course's activities for: 1) Each Period; 2) All related tax reporting
nwluding state, county and local taxes and 3) any other activity designated by the Golf Course.
4.7 Chargebacks. Teesnap is solely responsible and liable for chargebaicks received from cardholders and/or issuing banks processed through the Golf
Courses account. It is at Teesnap's disrection whether to accept or dispute a chargeback. The Golf Course shall not be liable for chargebacks or associated
fees. Teesnap and the Golf course reserve the right to revisit this clause whereby changes are made to the way credit cards are processed. It is at Teesnap's
discretion whether to accept or dispute a chargeback.
SECTION 5: TERM AND TERMINATION
5.1 Term. This Agreement is effective on the date signed by both panics. This Agreement will remain in affect fora period of one (1) year unless otherwise
earlier terminated as set forth below. After the end of initial year of this Agreement, this Agreement shall automatically renew from year to year thereafter until
terminated by either party as provided herein.
5.2 Termination by Teesnap. Teesnap may terminate this Agreement with at least thirty (30) days advance written notice for convenience, or immediately for
cause.
5.3 Termination By You. You may terminate this Agreement upon thirty (30) day written notice to Teesnap. You may also terminate this Agreement upon written
notice to Teesnap if Teesnap commits is material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice
describing the breach.
SECTION 6: INDEMNIFICATION
6.1 By you. At your sole cost and expense, you shall defend, indemnify and hold Tetmnap, its affiliated and related entities, and any of their respective officers,
directors, agents and employees, harmless from any and all claims for fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited
to attorney's fees and t.osts) (collectively,'Losses") arising out of or relating to the operation of the Golf Course.
6.2 LIMITATION OF TEESNAP'S LIABILITY. TEESNAP S SOLE AND COMPLETE LIABILITY TO YOU WITH RESPECTTO ITS SERVICES SHALL BE LIMITED TO THE
AMOUNT ACTUALLY PAID TO TEESNAP PURSUANT TO THIS AGREEMENT WITHIN THE THREE (3) MONTHS PRIOR TO SUCH CLAIM. IN NO EVENT SHALL
TEESNAP BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT
NOT LIMITED TO CLAIMS RELATING TO INJURIES, ILLNESS OR DEATH.
Support Team Introductory Call Go11 4a(J^
Date (mm/dd/yy) Time
/4 icA At
Printed Name of Course Representative Printed Name of Teesnap Representative
X
Signature Date (mm/dd/yyyy) Signature Date (mm/dd/yyyy)
°FXiIIBI " ` -
7.-F7
a teesnap
Technical Support Overview
1201 North Town Center Rd I Las Vegas, NV 189144
T: 844-458-1032
Quality technical support can mean the difference between a good investment and software your
staff refuses to use. No matter how solid a program is, at some point you will find yourself looking
for answers that only someone with in-depth experience can provide. When that time comes you
staff wants the right answer the first time and you want it quickly.
Our technical support mandate is "Quality and Responsiveness". Priority one is that the answers
we provide are right the first time and that your issue is resolved in the shortest amount of time
possible.
Other vendors see support as a necessary evil; Teesnap sees it as an essential part of our
success that we build a long-term relationship with each and every one of our clients.
Teesnap is proud to be known as a provider of superior telephone and email support; we look to
exceed customer expectations in all aspects.
Included in our proposal is the following:
r Regular Unlimited toll free telephone support between 6:00 AM and 6:00 PM PST Monday - Friday ('Regular
[Su rt _ Support Hours'
Extended Unlimited dlal-in access support for "system down' issues 24 hours a day, 7 Days a week ('Extended
Support __..___. Support Hours')i�
I Free Upgrades New Releases and Verslons of the modules in use - Including appropriate documentation - will be
sent automatically without additional charge.
Documentation Regular documentation and communications sent to customers throughout the year with each new
1. release
Escalation Procedures
All issues are important; some are more critical than others. In those rare instances where a site's
ability to function normally is impacted, a support issue will be escalated to a higher priority. These
issues may relate to accounting issues, system bugs or system down. The issue is fast -tracked to
our most experienced staff for a speedy resolution.
We are committed to providing you a speedy resolution to your critical issues and even outline the
procedures in our support agreement.
`EXI'.IBIT
&r;
t ®, teesnp
Software Updates
1201 North Town Cenler Rd I Las Vegas. NV 189144
T: 844.458-1032
We pride ourselves not only on our continuing commitment to improve our System through monthly
updates but also on the resources that we provide you to manage your upgrade process. Other
software companies simply ship an upgrade DVD with a brief page of instructions to guide you
through the process. At Teesnap, we have a dedicated upgrade coordinator who will answer any
questions you may have, assist you in determining the benefits of a particular upgrade to your
organization. We support you in minimizing any impact to your staff by developing a project plan
for the upgrade. Since our system is cloud -based we simply need to upgrade the server and the
upgrade runs like any other typical iOS upgrade automatically. This takes very little time with little
to no impact on your operation, saving you countless hours having to run this yourself.
LX! 11E31T A-.
`16n
i eesnap, inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
C-
Project Name: (�� Sit j0� I N
Invoice No.
Purchase Order No:
Signatures %
77
Printed Name
�C:llltesyohvlrWaUppDYsLLaeMlicuo0\Windows\Tempary ltttaad F1a\Cmtew.0wJ.*%J0646P'MT.—W Inc Gad. S—iw.doc72/2017 11:00 ANTI
Goods
Services
Person Providing
Date
Goods/Services Provided
Cost Per
Hourly
Total
Goods/Services
Goods/
(Describe each good/service
Item
Rate/
Service
separately and in detail)
Hours
Provided
Worked
GRAND TOTAL
1Y, all ()
Signatures %
77
Printed Name
�C:llltesyohvlrWaUppDYsLLaeMlicuo0\Windows\Tempary ltttaad F1a\Cmtew.0wJ.*%J0646P'MT.—W Inc Gad. S—iw.doc72/2017 11:00 ANTI
i eesnap, inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
IC:W—Vs b.tmWn AppDwtL—N.Sot "\Window\Tempary Interna RktCG knt.0Wk k\I0646POMT—p bK Gooch S—i—A-7/24/2017 11:00 AMI
Teesnap,Inc.
Brookshire Golf Course - 2017
Appropriation # 1207 43.509-00 ; P.O. #34564
Contract Not To Exceed $14,200.00
EXHIBIT D
AFFIDAVIT
being fust duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all timet eyant herein h ve been employed by
- L t S A ^ > / �I { 4 is �✓� AA/-'N� r (the "Employer")
in the position of I a ti 4 ( � (p� w� �C f rc �i'I/
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the �S day of,%/ , 20
LJ
Printed:
-
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and covect.
%,1, k -J — /,
Printed: /A ` 4d r ' wt 40w
IC:VJ—Wb,i-d.'AppD.t.4—rWt.—[i\Window\T..puvy Inland Fk5Cw1mL0ut1ook\10646P05\T—p 1n Goads Savi—k-7124rA17 11:00 AM
c
i lV' of Carme)
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-60000972
IPAGE
PURCHASE ORDER NUMBER
.9-// 5_l 411�9
ONE CIVIC SQUARE -- — -
CARMEL, INDIANA 46032-2584 THIVOUCHER, DELIVERY MEMO, PACKING SLIPS,
S NUMBER MUST APPEAR ON INVOICES, A/P
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELSANDANYCORRESPONDENCE.
PURCHASE ORDER DATE
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
Jl
76-
L �
�22/2///7
-po.
�� , ?i� �. SHIP
VENDOR J J ZOG.In DC TO %(t7D /JCOD�SlirF� P`�'JY
Lis �bQ,s , � 8�t 4��% ��-,►� (, �-� y4o3 3
CONFIRMATION
BLANKET
CONTRACT
PAYMENT TERMS
FREIGHT
QUANTITY I UNIT OF MEASURE I DESCRIPTION UNIT PRICE EXTENSION
Send Invoice To:
s 11'�I,oa
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
/-)07 �./�� ��D -�� PAYMENT
V�`�J. /' 1 _„�. / (_ - • A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
SHIPPING INSTRUCTIONS
• SHIP PREPAID.
• C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL N0. 34564
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
• I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROP SUFFICIENT TO P FOR THE ABOVE ORDER.
ORDERED BY
TITLE
CLERK -TREASURER