HomeMy WebLinkAboutContractAGREEMENT FOR CLUB PROPHET POINT OF SALE SYSTEM
(SOFTWARE AS A SERVICES AGREEMENT)
THIS AGREEMENT (“Agreement”), dated for reference purposes only as April 26, 2022, is by
and between the City of Renton (the “City” or “Customer”), a Washington municipal corporation,
and Club Prophet, Inc (“Vendor” or “Company”). The City and the Vendor are referred to
collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement
is effective as of the last date signed by both parties (the “Effective Date”).
1.Scope of Work: Vendor agrees to provide a Point of Sale software system with Amazon
Data Hosting, Online Tee Sheet and Email Marketing, Online Reservations and CPS Air as
further described in Attachment 2 , which is attached and incorporated herein and may
hereinafter be referred to as the “Work.”
2.Changes in Scope of Work: The City, without invalidating this Agreement , may order
changes to the Work consisting of additions, deletions or modifications . Any such changes
to the Work shall be ordered by the City in writing , and the Compensation shall be equitably
adjusted consistent with the rates set forth in Attachment 2 . or as otherwise mutually
agreed by the Parties.
3.Time of Performance: Vendor shall commence performance of the Agreement within 5
days of the Agreement’s execution.
4.Compensation:
A.Amount. The amount of the Agreement is made up of “Recurring Costs”. The amount
of the Recurring Costs shall be $6,055.50, including applicable state and local sales
taxes, for an initial two year term starting from the Effective Date, as set forth in
Attachment 1 and Attachment 2. Recurring Costs are to be billed annually and are not
to exceed an increase of 2% year over year unless otherwise agreed by both Parties .
The Vendor agrees that any hourly or flat rate charged by it for its Work shall remain
locked at the negotiated r ate(s) unless otherwise agreed to in writing. Except as
specifically provided herein, the Vendor shall be solely responsible for payment of any
taxes imposed as a result of the performance and payment of this Agreement.
B.Method of Payment. On an annual basis during any year in which Work is performed,
the Vendor shall submit a voucher or invoice in a form specified by the City, including a
description of what Work has been performed, the name of the personnel performing
such Work, and any hourly labor charge rate for such personnel. The Vendor shall also
submit a final bill upon completion of all Work. Payment shall be made by the City for
Work performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Vendor’s performance
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does not meet the requirements of this Agreement , the Vendor will correct or modify
its performance to comply with the Agreement . The City may withhold payment for
work that does not meet the requirements of this Agreement.
C.Effect of Payment. Payment for a ny part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Vendor for failure of the Vendor to
perform the Work or for any breach of this Agreement by the Vendor.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5.Termination:
A.The City reserves the right to terminate this Agreement at any time, with or w ithout
cause by giving thirty (30) calendar days’ notice to the Vendor in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, stu dies,
worksheets, models and reports, or other material prepared by the Vendor pursuant to
this Agreement shall be submitted to the City, if any are required as part of the Work.
B.In the event this Agreement is terminated by the City, the Vendor shall be entitled to
payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the Ci ty shall pay the Vendor
an equitable share of the fixed fee. This provision shall not prevent the City from seeking
any legal remedies it may have for the violation or nonperformance of any of the
provisions of this Agreement and such charges due to the Ci ty shall be deducted from
the final payment due the Vendor. No payment shall be made by the City for any
expenses incurred or work done following the effective date of termination unless
authorized in advance in writing by the City.
C.Return of Information. Upon the written request of City, Consultant shall return any
of the City’s Information in a usable format agreed to by the City at no additional cost
to the City.
6.Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor
will perform all Work identified in this Agreement in a professional and workmanlike
manner and in accordance with all reasonable and professional standards and laws.
Vendor further represents and warrants that all final work product created for and
delivered to the City pursuant to this Agreement shall be the original work of the Vendor
and free from any intellectual property encumbrance which would restrict the City from
using the work product.
License to Deliverables: Vendor grants the City a non-exclusive, perpetual, irrevocable,
royalty-free, fully-transferrable, fully-sublicensable, worldwide right and license to use,
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copy, reproduce, modify, adapt and sublicense (“Use”) the Deliverables owned by
Contractor for the term of this agreement. Vendor retains all Intellectual Property rights
and ownership for all work product in the Club Prophet suit of software without
exception, including any custom enhancements made upon request of the City. The City
without exception retains all Intellectual Property rights and ownership to the data
collected using the Club Prophet Suite of software.
7.Record Maintenance : The Vendor shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work provided in the performance of this
Agreement and retain such records for as long as may be required by applicable Washington
State records retention laws, but in any event no less than six years after the termination
of this Agreement. The Vendor agrees to provide copies of any records related to this
Agreement as required by the City to audit expenditures and charges and/or to comply with
the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this
section shall survive the expiration or termination of this Agreement.
8.Public Records Compliance : To the full extent the City determines necessary to comply with
the Washington State Public Records Act, Vendor shall make a due diligent search of all
records in its possession or control relating to this Agreement and the Work, including, but
not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production In the event Vendor
believes said records need to be protected from disclosure, it may , at Vendor’s own
expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the
City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a
Public Records Act request for which Vendor has responsive records and for which Vendor
has withheld records or information contained therein, or not provided them to the City in
a timely manner. Vendor shall produce for distribution any and all records responsive to
the Public Records Act request in a timely manner unless those records are protected by
court order. The provisions of this section shall survive the expiration or termination of this
Agreement.
9.Independent Contractor Relationship :
A.The Vendor is retained by the City only for the purposes and to the extent set forth in
this Agreement. The nature of the relationship between the Vendor and the City during
the period of the Work shall be that of an independent contractor, not employee. The
Vendor, not the City, shall have the power to control and direct the details, manner or
means of Work. Specifically, but not by means of limitation, the Vendor shall have no
obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. Vendor shall retain the right to
designate the means of performing the Work covered by this agreement, and the
Vendor shall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made by the
Vendor is to be paid by it alone, and that employing such workers, it is acting individuall y
and not as an agent for the City.
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B.The City shall not be responsible for withholding or otherwise deducting federal income
tax or Social Security or contributing to the State Industrial Insurance Program, or
otherwise assuming the duties of an employer w ith respect to Vendor or any employee
of the Vendor.
C.If the Vendor is a sole proprietorship or if this Agreement is with an individual, the
Vendor agrees to notify the City and complete any required form if the Vendor retired
under a State of Washington r etirement system and agrees to indemnify any losses the
City may sustain through the Vendor’s failure to do so.
10.Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representat ives, and volunteers from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties ,
expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and
all persons or entities, arising from, resulting from, or related to the negligent acts, errors
or omissions of the Vendor in its performance of this Agreement or a breach of this
Agreement by Vendor, except for that portion of the claims caused by the City’s sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify agains t liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Vendor
and the City, its officers, officials, employees and volunteers, Vendor’s liability shall be only
to the extent of Vendor’s negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties ha ve mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement .
11.Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting , accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to
City employ ees or officials. Vendor also confirms that Vendor does not have a business
interest or a close family relationship with any City officer or employee who was, is, or will
be involved in selecting the Vendor, negotiating or administering this Agreement, or
evaluating the Vendor’s performance of the Work .
12.City of Renton Business License : Unless exempted by the Renton Municipal Code, Vendor
shall obtain a City of Renton Business License prior to performing any Work and maintain
the business license in good standing throughout the term of this agreement with the City.
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Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing -business/register-my-business
13.Insurance: Vendor shall secure and maintain:
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.In the event that Work delivered pursuant to this Agreement either directly or indirectly
involve or require Professional Services, Professional Liability / Errors and Omissions
coverage shall be provided with minimum limits of $1,000,000 per occurrence.
"Professional Services", for the purpose of this section, shall mean any Work provided
by a licensed professional or Work that requires a professional standard of care.
C.Workers’ Compensation C overage, as required by the Industrial Insurance laws of the
State of Washingt on, shall also be secured.
D.Commercial Automobile Liability for owned, leased, hired or non -owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
E.Cyber Liability Insurance is required, with limits not less than $2,000,000 per occurrence
or claim, with $2,000,000 aggregate minimum. Coverage shall be sufficiently broad to
respond to the duties and obligations as is undertaken by Vendor in this agreement and
shall include, but not be limited to, coverage, including defense, for the following losses
or services: claims involving infringement of intellectual property, infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security, coverage for
unauthorized access and use, failure of security, breach of confidential information, or
privacy perils. The policy shall provide coverage for breach response costs, to include
but not limited to crisis management services, credit monitoring, public relations, lega l
service advice, notification of affected parties, independent information security
forensics firm, and costs to re-secure, re-create and restore data or systems as well as
regulatory fines and penalties with limits sufficient to respond to these obligati ons.
F.Vendor shall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be a
source for payment of any Vendor liability, nor shall the maintenance of any insurance
required by this Agreement be construed to limit the liability of Vendor to the coverage
provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity. Additional Insured requirements do not apply to Cyber
Liability nor Professional Liability insurance, if applicable.
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G.Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
H.Vendor shall provide the City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
14.Safeguarding of Personal Information ; Intellectual Property:
A.Personal Information: Vendor shall not use or disclose Personal Information, as defined
in chapter 19.255 RCW, in any manner that would constitute a violation of federal law
or applicable provisions of Washington State law. Vendor agrees to comply with all
federal and state laws and regulations, as currently enacted or revised, regarding data
security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth in
the Agreement .
Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub -providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies, procedures,
and safeguards to prevent unauthorized access, use, or disclosure of Personal
Information.
Vendor shall make the Personal Information available to amend as directed by City and
incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its ret urn or destruction upon expiration or
termination of the Agreement and the Vendor shall retain no copies. If Vendor and City
mutually determine that return or destruction is not feasible, the Vendor shall not use
the Personal Information in a manner other than those permitted or authorized by state
and federal laws.
Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notifica tion of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
Any breach of this clause may result in termination of the Agreement and the demand
for return of all Personal Information.
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B.Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules, and
regulations.
15.Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s
reasonable control. When such delays beyond the Vendor’s reasonable control occur, the
City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to
be in default of the Agreement .
16.Successors and Assigns: Neither the City nor the Vendor shall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent of
the other.
17.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time to
time by such party), and given personall y, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service or via email
upon mutual agreement and with return acknowledgment of receipt . Time period for
notices shall be deemed to have c ommenced upon the date of receipt, EXCEPT facsimile
delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement
except by mutual agreement
CITY OF RENTON
David Lemenager
Application Support Manager
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6882
Email: dlemenager@rentonwa.gov
Fax: (425) 430-6882
VENDOR
Rich Mottura
Regional Sales Director
701 Russellton Road
Cheswick Pa 15024
Phone: (412) 346-8462
Email: rich.mottura@cps.golf
Fax: 724-274-0387
18.Discrimination Prohibited : Except to the extent permitted by a bona fide occupational
qualification, the Vendor agrees as follows:
A.Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard
to the Work performed or to be performed under this Agreement , shall not discriminate
on the basis of race, color, sex, religion, nationality, creed, marital status, sexual
orientation or preference, age (except minimum age and retirement provisions),
honorably discharged veteran or military status, or the presence of an y sensory, mental
or physical handicap, unless based upon a bona fide occupational qualification in
relationship to hiring and employment, in employment or application for employment,
the administration of the delivery of Work or any other benefits under this Agreement ,
or procurement of materials or supplies.
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B.The Vendor will take affirmative action to ensure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, b ut not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation and selection for
training.
C.If the Vendor fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in whole
or in part.
D.The Vendor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws , worker's compensation , and Title VI
of the Federal Civil Rights Act of 1964 , and will comply with City of Renton Council
Resolution Number 408 5.
19.Miscellaneous: The parties hereby acknowledge:
A.The City is not responsible to train or provide training for Vendor.
B.Vendor will not be reimbursed for job related expenses except to the extent specifically
agreed within the attached exhibits .
C.Vendor shall furnish all tools and/or materials necessary to perform the Work except to
the extent specifically agreed within the attached exhibits.
D.In the event special training, licensing, or certification is required for Vendor to provide
Work he/she will acquire or maintain such at his/her own expense and, if Vendor
employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,
said employee/sub-contractor/assignee will acquire and or maintain such training,
licensing, or certification.
E.This is a non -exclusive agreement and Vendor is free to provide his/her Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement .
F.Vendor is responsible for his/her own insurance, including, but not limited to health
insurance.
G.Vendor is responsible for his/her own Worker’s Compensation coverage as well as that
for any persons employed by the Vendor.
20.Other Provisions:
A.Approval Authority. Each individual executing this Agreement on behalf of the City and
Vendor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or Vendor.
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B.General Administration and Management. The City’s project manager is David
Lemenager, Application Support Manager . In providing Work, Vendor shall coordinate
with the City’s contract manager or his/her designee.
C.Amendment and Modification . This Agreement may be amended only by an i nstrument
in writing, duly executed by both Parties.
D.Conflicts. In the event of any inconsistencies between Vendor proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this
Agreement are incorporated by reference only to the extent of the purpose for which
they are referenced within this Agreement. To the extent a Vendor prepared exhibit
conflicts with the terms in the body of this Agreement or contains terms that are
extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Vendor and all of the Vendor’s employees shall perform the Work in
accordance with all applicable federal, state, coun ty and city laws, codes and
ordinances.
F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G.Jurisdiction and Venue . Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Vendor
hereby expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Vendor is a foreign corporation not registered with the State of
Washington.
H.Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I.Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J.Time is of the Essence . Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth in
the description of the Work is essential to the Vendor’s performance of this Agreement.
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K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L.Binding Effect. The Parties each bind themselves, their partners, succe ssors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Vendor from enforcing that provision or any other provision
of this Agreement in the future. Waiver of breach of any provision of this Agreement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
N.Counterparts. The Parties may execute this Agreement in any number of counterparts,
each of which shall constitute an original, and all of which will together constitute this
one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last
signed by the Parties below.
CITY OF RENTON
By:_____________________________
VENDOR
By:____________________________
Kristi Rowland
Deputy Chief Administrative Officer
Rick Robshaw
CEO
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
IT-Contract Template 6/17/2021
Clb5/10/22 1993
5/17/2022
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5/23/2022 | 12:01 PM PDT
(approved via email from Cheryl Beyer on 5/20/2022)
Attachment 1 - Pricing
Prepared by: Rich Mottura
Date: Apr 8,
2022
Customer Information Prepared For
City of Renton
Maplewood Golf Course
Renton, WA USA
David Lemenager IT Manager
425-430-6882
dlemenager@rentonwa.gov
Software Service and Support
Name Price Qty Total Price
Amazon Data Hosting $1,200.00 1 $1,200.00
Golf POS, Inventory, Cust Management (up to 8 licenses) $2,200.00 1 $2,200.00
Tee Sheet & Email Marketing $600.00 1 $600.00
Online Reservations $600.00 1 $600.00
CPS Air $900.00 1 $900.00
Software Service and Support Subtotal: $5,500.00
Training, Installation and Setup
Name Price Qty Total Price
Support & Software Updates $0.00 1 $0.00
Data Conversion $0.00 1 $0.00
On Site Training (8/hr day) $0.00 5 $0.00
Training, Installation and Setup Subtotal: $0.00
Totals
Name Total Price
Software Service and Support: $5,500
Training, Installation and Setup: $0.00
Subtotal: $5,500.00
Sales Tax at 10.1%: $555.50
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Total: $6,055.50
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ATTACHMENT 2 - ANNUAL SERVICE FEE AGREEMENT
The following sections are in place to outline the key items that will help, both
Customer and Company, ensure a smooth implementation.
TERMS OF SALE
1. In order for Company to reserve installation and training dates, the undersigned agrees to
execute and return this Acceptance of Proposal and vendor will invoice customer for the
for the first year service agreement in the amount described in Agreement section 4.
2. **Upon mutual agreement, a nnual payments of $5,500.00 plus applicable sales tax will then
be due yearly after annual contract re view.
3. The annual payments will remain constant for two years as long as Customer continues to
use Company’s POS software solution.
a. Any additional software modules will have an additional annual service fee.
b. Software customizations will be considered on a case-by-case basis and will be
an additional fee.
c. **After two years, Company reserves the right to raise the monthly software fee.
That increase will be limited to 2% each year.
4. Annual Service Fee includes:
a. The right to install and use the number of SAAS licenses for the Company
Modules licensed.
b. Unlimited technical support on business days from 8:00am to 7:00pm eastern
time.
c. Emergency support when the support office is closed with typical response within
15 minutes.
d. Customer retains ownership of the data collected with Company’s products.
CUSTOMER RESPONSIBILITIES
1. When applicable, Customer agrees to assign a Project Manager responsible for the
coordination of the installation, compiling of data, and training under this a greement.
2. Customer has reviewed Company’s Hardware Minimum Requirements (Exhibit B) and
acknowledges that all PCs and peripheral hardware meet Company’s Hardware Minimum
Requirements.
3. Customer acknowledges that Club Prophet offers specific PCI Organization - PA-DSS
Validated credit card integrations. A PA-DSS Validated payment application is a core
requirement for a Customer to establish a PCI -Compliant environment for processing
credit cards. Options vary by country and these validations may di ctate hardware
requirements and compatible processing platforms. Additional integration fees may apply.
Company has elected to use Elavon for their credit card integration. Limitation of
Liability with Credit Card Interface: The merchant/customer is respon sible for
reconciling all credit card transactions with CPS reporting and merchant’s bank deposits.
CPS will not be responsible or liable for any discrepancies that were not reported to CPS
within 10 business days of the transaction or any discrepancies that were caused by the
lack of merchant reconciliation between CPS, the Terminal, and the merchant’s bank
deposit.
4. Customer will be responsible for hiring a qualified network company to install, set up, and
cable the necessary networking com ponents of computers. This work is to include
cabling, network configuration, hubs/switches, computer installation, monitor and printer
set up, and all other standard “off the shelf” peripherals. Company will not support our
software on generic, home-built PCs or on networks that do not meet the specifications
listed in Exhibit B.
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COMPUTER HARDWARE
If Customer is not purchasing computers from Company, Customer must
purchase only industry-standard, brand-name PCs that meet the specifications
listed in Exhibit B. Under no circumstances will Company be responsible for
any network problems or reimburse Customer for any fees incurred by or from
outside software/hardware vendors, or Internet Service Providers.
All hardware warranty issues that arise from the purchase of any hardware
from Company will fall under the manufacturer’s original warranty.
TRAINING
1. Initial training includes specified days (8/hr day) of onsite training per the Training,
Installation and Setup section in the quote above.
Note: Any training over the allotted hours stated in the agreement may result in a $50/per hour
fee.
2. Additional on-site and/or remote training can be scheduled through Company’s sales office
and is available at a daily rate of $800 plus expenses for on-site training or $100 per hour
for remote training.
3. All pass-through expenses for travel, shipping, tax, etc., (See Exhibit A) that are associated
with the cost of training and installation, will be billed upon the completion of said training
and installation and will be due within ten (10) days of the invoice date.
4. Standard Training is included. However Premium Training / Travel Applies as follows:
a. IF the training dates require the trainer to Travel on a weekend or holiday, (i.e.,
must travel Sunday to start training Monday morning) then there is $125.00/day
charge for weekend travel.
b. IF Training is required on a weekend or holiday (i.e., Saturday training), there is a
$250.00/day charge for weekend training.
WARRANTIES AND REMEDIES
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Exhibit A - Pass Through Expenses
With each installation, Club Prophet incurs certain pass-through expenses. All pass-
through expenses are billed to the customer at cost.
Pass through expe nses include but are not l imited to:
• AIRFARE
➢ Coach Class
➢ Reasonable Travel Time -of-Day
➢ Twenty-One (21) Day Advance Purchase Rates When Available
➢ Airport Parking or Taxi/Uber fees.
• GROUND TRANSPORTATION
➢ Mid-Size Automobile Rates
➢ Parking and Tolls
➢ Gasoline
➢ Cab Fares (If Applicable)
• HOTEL LODGING
➢ Reasonable Full Service Hotels (or comparable housing provided by club)
• FOOD I TELEPHONE I MISCELLANEOUS
• ALL SHIPPING EXPENSES
➢ Equipment/Hardware
➢ Software
➢ Overnight Shipping
• TRAINER COMPENSATION
➢ Premium Training/Travel Rates**
** Regular Training is included. However Premium Training / Travel Applies as follows:
➢ IF the training dates require the trainer to Travel on a weekend or holiday,
(i.e., must travel Sunday to start training Monday morning) then there is
$125.00/day charge for weekend travel.
➢ IF Training is required on a weekend or holiday (i.e., Saturday training), there
is a $250.00/day charge for weekend training.
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Exhibit B - Club Prophet Hardware Requirements – 1/15/2022
Club Prophet is not responsible for system performance if the required specifications are not met.
Data Server that has 6 or more POS Stations connected:
Minimum Specification Recommended Specification
Intel Xeon Quad Core 2012+
Microsoft Windows Server 2012+ (64-bit) 8+ GB of
Installed Memory
Available HD space, 40Gb+
MSSQL 2012+ R2 Standard Edition, Workgroup or
Enterprise Offsite data backup
Antivirus software
Intel Xeon Quad Core 2018+
Microsoft Windows Server 2019 (64-bit) 32+ GB of
Installed Memory
Available HD space, 40Gb+
MSSQL 2019 Standard Edition, Workgroup or Enterprise
Mirrored Raid Configuration and offsite data backup
Antivirus software
POS Stations
Minimum Specification Recommended Specification
Intel Core i5 2012+
Microsoft Windows 10 Pro (64-bit) 8+ GB of Installed
Memory Available HD space 10Gb+
Wired Network Connectivity Antivirus software
Intel Core i7 2018+
Microsoft Windows 10 Pro (64-bit) 16+ GB of Installed
Memory
Solid State HD, 256Gb+ with 10Gb+ available HD space
Wired Network Connectivity
Antivirus software
Peripheral Hardware:
● Thermal Receipt Printers supported: Citizen CTS2000 (USB Only), Epson TM-T88IV or newer (USB only)
● Impact Printers supported (for remote kitchen printing): Epson TM-U200 series (Ethernet only)
● Cash Drawers Supported: APG-320 Cash Drawer, MMF Cash Drawer
● Epson Intelligent Printers for iPad Printing: TM-T88VI
● Barcode Scanners Supported: Symbol, PSC, Metrologic, Socket Mobile S700 Bluetooth
● Barcode Printer Supported: Zebra ZD410
● Windows Bluetooth Printer: Citizen CMP-30LBTU
● Touch Screen Monitors supported: minimum LCD size 15”
● Pole Displays: Logic Controls PD3000 (USB)
● Credit Card Devices (Devices are processor specific. Please talk to a Sales Representative prio r to purchasing) :
Ingenico iSC250, Ingenico iPP320, PAX S300,, Lane 3000, Lane 5000, Desk 3500, Move 5000, DewjavooZ11, USB non
encrypted Magtek keyboard emulation
● Card printer: Zebra ZXP Series 3 or Fargo DTC410
● CPSair/CPSgo: iPad running iOS 12 or newer with Infinea Tab M Sled (cellular data usage < 500MB a month) (USB-
C port iPads are NOT supported for credit card swipe hardware at this time)
● CPStv: Apple TV 4th gen or newer
● iOS Bluetooth Printer: Epson TM-P20
● iCPS Stock App: iPod Touch 5th Gen or newer on iOS 9 or newer with Linea Pro 5 Sled with 2D scanner
Web Server notes:
● Windows 10 Pro has a 20 connection limit, CPS recommends Server OS if hosting multiple web products (ORES,
OBILL, API, 3Party, Etc.)
● Available HD space 10GB+
Offsite data notes:
● Internet speeds directly affect system performance when the central database is hosted offsite or AWS
● The total number of computers sharing an internet connection directly affects the availability of bandwidth
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● Using various online speed tests (https://speedof.me) CP recommends 5mb up/down availability for normal use (2-3
POS) with more bandwidth available for additional terminals and modules (ORES, API, 3Party, etc.)
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Web Interface Services Requirements
If you are using an external web service application, Web Store, Online
Reservations, Remote License or any service that requires Web Services, the
following requirements need to be met prior to our installation/setup.
**You will need an IT Professional to set up these requirements.**
1. A public and static IP address. Your internet service provider can tell you if you have a static
or dynamic IP address. If it’s dynamic, you will need to ask your internet service provider to set
you up with a static IP address.
2. Port 80 (or other port) needs to be open and forwarded to your web server. Depending
on the brand of router that you have, it may be called NAT Translation. Please provide a screen
shot of www.canyouseeme.org website showing the successful open port connection test on
the web server. This screen shot will show the public static IP address and show the opened port
you are using.
3. For PCI Compliance, you need to have a web server that is separate from your data
server. You will need to use a different computer than your server to control traffic from the
web. This machine can be one of your client machines that you are already usin g with our
software.
4. Send this information along with your IT Professional’s contact information to Lee Hanyo,
Project Manager: lee@clubpr ophets ystems.com
5. If you have any questions regarding the information listed above, please contact Lee
Hanyo, Project Manager at 800.793.1872 (Option 1) or email lee@clubprophetsystems.com
DocuSign Envelope ID: DC7FB7EE-3A2D-4FAC-B8EB-B7F0D72D048B