Loading...
HomeMy WebLinkAbout6.n. On-line Registration Service AgreementAGENDA ITEM: On -line Registration Service Agreement AGENDA SECTION: Consent PREPARED BY: Dan Schultz, Parks Recreation Director AGENDA NO. (041. ATTACHMENTS: On -line Registration Service Agreement APPROVED BY: /l RECOMMENDED ACTION: Motion to approve the service agreement with Premier POS to provide on -line registration services to the City of Rosemount r 4 ROSEMOUN 1 CITY COUNCIL City Council Regular Meeting: January 16, 2007 EXECUTIVE SUMMARY ISSUE The Parks and Recreation Department has been reviewing opportunities to improve on the effectiveness and efficiency of how our customers register for recreation programs. We currently accept registrations by mail, by fax, at a drop box at City Hall and in person at the Parks and Recreation office. Staff feels that by offering an on -line registration option, we would be allowing greater flexibility and opportunities for residents to register for programs. BACKGROUND Many other local parks and recreation departments are offering on -line registration opportunities for their programs. In 2005, the City of Farmington's first full year offering on -line registration, they had 545 walk in registrations, 554 received by mail and 1701 on -line registrations. The City of Farmington and the City of Hastings both use the Premier POS on -hne registration software and are very satisfied with the product. The product that the Parks and Recreation Department is recommending we use is a web based on -line registration service. The product will be hosted on a web site owned by Premier POS and linked to the City's web site. All of the data would be stored by Premier POS and would not take up room on the City's computer systems or server. The City's finance department has worked with Premier POS so that we can continue using our existing merchant account for credit card transactions. Our City Attorney has reviewed the service agreement and feels that it is ready for the Council to consider approving. SUMMARY All of the fees associated with the use of the on -line registration service are covered by program registration fees. The cost of using the Premier POS software is broken down as follows: One time start up cost: $250.00 Monthly subscription fee: 100.00 Per registration fee: 1 5% for credit card transactions only Custom program fee. 35 00 per hour (if needed) Staff is recommending the City Council approve the contract for service with Premier POS. i 1 If1TRnnilrinN This Services Agreement (the "Agreement describes the terms and conditions on which Premier POS, LLC. "Premier POS offers Services to you (Client Name) The rite of Rosemount (the "Client") By signing this Agreement, Client agrees to be bound by all the terms and conditions set forth below Client's use of Premier POS's venous services "Services') is conditioned upon Client's acceptance of these terms and conditions and its accurate provision of any and all Information necessary for Premier POS to provide the Services descnbed herein 2 FNTIRE ARRFFMFNT 2.1. General. This Agreement, including any and all schedules or policies referred to in this Agreement, constitute the entire understanding and agreement between the parties relating to the subject matter and supersedes any and all pnor agreements, correspondence, understandings and discussions, whether written or oral, relative to the subject matter contained herein. 2.2 Policies. Premier POS is a professional and "Community- friendly" business entity. We reserve the right to limit our service to only those individuals, businesses and non profit organizations whose needs we can realistically meet. Premier POS reserves the right to refuse service to anyone using Premier POS's registration product or hosted web pages for illegal purposes, inappropriate or offensive purposes or any other purpose that does not follow our community- centered philosophy The Client also acknowledges and agrees that Services provided to the Client pursuant this Agreement are also subject to the following online policies: (1) Privacy Policy: (11) Web services Terms of Use Copyright Policy: SERVICES AGREEMENT htn• /www nremiecpnc rnm /Hume /tahid /3 /rtl /Privary /Default acnx httn /www nremierpns rnm /FditMndi de asnx'tahid= 778rdef=Terms 3. SERVICES 3.1 Description of Services. The Services and support that may be available to the Client are described and posted at www nremiernns rnm or will be provided upon request, and are subtect to change from time to time at Premier POS's sole discretion The Client may subscribe to any such Services and /or various support requirements by amending Schedule A or providing written Notification to Premier POS. 3.2 Eligibility. The Services of Premier POS are available only to organizations and business entities m good legal standing that can form legally binding contracts under applicable law The Client hereby represents and warrants, as applicable, that it is duly licensed to do business and is in good legal standing in the Jurisdictions In which it does business (during the term of this Agreement), that it is not a direct competitor of Premier POS, and that the person named In the Registration Information that is agreeing to this Agreement on behalf of the Client (the "Signing Authority is at least 18 years of age, has the requisite power and is otherwise capable of and authorized to enter binding agreements on behalf of the Client Premier POS Page 1 of 6 120 EastAustm Street. Suite 213 Jefferson, TX 75657 Toll -Free 866- 444 -4278 FAX 512 233-2847 3.3 Exclusions. Unless expressly provided elsewhere in this Agreement, Services do not Include, a) providing support to the Client's customers, b) data -entry services: c) custom development fees: d) catalog maintenance or e) running reports on the Client's behalf 3.4 Control and Operation. Premier POS will have control over the provisioning, maintenance and support of the Services and will determine the manner, methods, techniques and procedures that Premier POS uses in providing the Services The Client acknowledges that Premier POS cannot guarantee the successful operation of the Services that may be affected by other Systems that are not maintained or controlled by Premier POS 3.5 Intellectual Property Rights. Except as expressly stated herein by Premier POS to the Client, nothing in this Agreement shall serve to transfer to the Client any Intellectual Property Rights in or to the Services, Premier POS's Marks or other Intellectual property owned or claimed by Premier POS under this Agreement The Client acknowledges and agrees that Premier POS shall have and retain sole right, title and interest in and to the Services and all its Intellectual Property Rights, including all goodwill pertaining thereto. 4 FFFS ANn PAYMFNTC 4.1 Fees. The Client agrees to pay a Fee for each Service provided by Premier POS. All Fees of the Client, Including any Additional Charges, will be based on the Schedule A received and executed by the Client No Client Quotes of Premier POS or any Reseller is binding on Premier POS, except for Schedule A 4.2 Billing. Fees for the Services provided by Premier POS shall be processed in accordance with the provisions specified in Schedule A 4.3 Dispute, Discrepancy and Refund. The Fees will be deemed to be correct if not disputed by the Client within 30 days of the deduction or Invoice date. The Client shall notify Premier POS of any Fee discrepancy. The parties will work together in good faith to resolve such discrepancy to the satisfaction of both parties 4.4 Non Payment. In the event that the Client fails to pay the Fees that are due and owing, Premier POS, without further Notification, may suspend any and all of the Olent's Services after 15 days of non payment and to cancel any of the Services or terminate this Agreement after 45 days of non payment In the event that Premier P05 suspends Services for non payment and is then requested to reactivate the Services, the Client will be required to pay a $250 00 reactivation fee to Premier POS, In addition to the full payment of the outstanding balance due, prior to the Services being reactivated 4.5 Taxes of Client Premier POS does not collect, nor i5 responsible for any additional fees or taxes imposed by the Client's local, State or Provincial or Federal authorities. Any other taxes or fees which may be due must be paid to the proper authorities directly by the Client 5 rI TFNT INSTRDfTIONS 5.1 Administrative User. Subject to Section 6 2, the Client agrees that the Administrative User will have principal responsibility for all Olen( Instructions, and authorizes Premier POS to accept all directions provided pursuant to a Client Instruction. The Client hereby acknowledges that a Client Instruction is final. that Premier POS is entitled to rely on such Client Instruction, and that the Client cannot later object to it 5.2 Decline to Act. Premier POS may, at its sole discretion, decline to act on a Client Instruction until it is able, through whatever means, to verify the Client Instruction. Premier POS will not incur any liability by reason of acting or failing to act In respect of a Chest Instruction. 6. SECURITY. CONFIDENTIAL TTY AND DISCLOSURF 6.1 Security of Data. Premier POS will use commercially reasonable efforts consistent with the standards of practice in the industry to prevent unauthorized access to and disclosure of Client Data exercising the same degree of care that a reasonable and careful Person would exercise with similar data, as further described in the Privacy Policy 6.2 Confidential Information. The parties will not use any Confidential Information obtained from the other party for its own benefit or for any purpose other than as Intended by the parties under this Agreement. The Client further agrees that t will not use any Confidential Information to compete with Premier POS in its business, nor will the Client provide such Confidential Information to others who may compete with Premier POS In its business Premier POS —Page 2 of 120 East Austin Street, State 213 Jefferson, TX 75657 Toll -Free 866- 444 -4278 FAX 512 233 -2847 1 6.3 Disclosure. Neither party will disclose Data or Confidential Information to any other Person unless such disclosure is required or authorized by law, or with prior written consent of the other oartv In the event that a party Is legally compelled, through whatever means, to provide access to the Data or Confidential Information, then the disclosing oartv undertakes to provide the other party with Notification of such an event as soon as It is reasonably practical to do so as to afford the opportunity to limit or prevent such disclosure Notwithstanding the foregoing, should the Client violate or cause or encourage a violation of the Acceptable Use Policy, Premier POS will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering Confidential Information about the Client and the Client's Data. 6.4 Privacy of Information. The Client acknowledges and agrees to Premier POS's Privacy Policy, 7. NO WARRANTY Premier POS is committed to making every reasonable effort to provide the Client with access to the Services and to ensure a high level of service availability, security and redundancy, exercising the same degree of care that a reasonable and careful Person would exercise in similar circumstances Notwithstanding the above, an outage relating to the Services may occur as a result of scheduled maintenance, software upgrades, hardware upgrades, secunty issues or connectivity issues, The Client expressly understands and agrees that the Client's use of the Services is at its sole risk The Services are provided by Premier POS, and accepted by the Client, on an "as 15" and "as available" basis. 8. Ij4DEMNITY The Client releases Premier PDS from and agrees to defend, indemnify. and hold harmless Premier POS, its affiliates, officers, directors, employees, agents and Resellers from and against any claims, proceeding, liabilities, obligation, costs, actions or demands, including without limitation reasonable legal fees, in any way directly or Indirectly connected with, arising from or resulting from the Client's use of the Services, or its breach of this Agreement or other Premier POS policies, terms and conditions, whether or not due to any act or omission, by Premier POS or any of its affiliates, officers, directors, employees, agents or others whom it is in law responsible. Nothing in this paraoraph shall release Premier POS or reouire the Client to indemnify and hold harmless Premier POS. its affiliates, officers, directors, employees, agents and Resellers from and against any claims arising out of the negligence or gross negligence of Premier POS, its affiliates, officers, directors, employees, agents and Resellers 9. TMITATIflN OF 17ARII ITY 9.1 No Liability for Loss. Notwithstanding any other provision of this Agreement, the Client expressly understands and agrees that Premier POS shall not be liable to the Client, its customers, or any other party (any of which, a "Person") under or in relations to this Agreement for any damages or claim for any loss of use, loss of production, loss of profits, anticipated or otherwise, loss of markets, economic loss, special, direct or indirect or consequential loss or damage suffered or incurred by the Client or any Person, resulting from any matter under or relating to this Agreement or the Services, and notwithstanding that Premier POS may have been advised of the possibility of such damages or claim. 9.2 Limit. Notwithstanding any other provision of this Agreement, the total monetary liability of Premier POS to the Client in respect of any matter relating to the Services, including without limitation for any breach of or default under this Agreement or any misrepresentation or negligence, shall not exceed the amount of Service Fees the Client has paid to Premier POS under this Agreement in the 12 months preceding the claim. The Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and In their absence the terms and conditions of this Agreement would be substantially different The limitations on the liability of Premier POS set forth in this paragraph do not apply to damages arising out of breach of paragraph 13 10 of this Agreement. 10. AMENDMENTS 10.1 Agreement. Subject to the terms and conditions of this Agreement, Premier POS reserves the right to amend any provision of this Agreement by providing the Administrative User with Notification of any material amendment(s) either before or after such material changes take effect If the Client has any concerns relating to such material modifications, Premier POS will discuss and negotiate such concerns on a good faith basis. 10.2 Fee Changes. The Client acknowledges that all Fees, Including Prices for Services, are subiect to change. Notification by Premier POS will be provided to the Client of any such changes. The Client may, if the Client obiects to any changes In the Fees proposed by Premier POS, cancel such Services in accordance with Section 11 of this Agreement Premier PDS Page 3491'6 120 East Austen Street Suite 213 Jefferson, IT 75657 Toll -Free 866 -444 -4278 FAX 512 233 -2847 10.3 Service Changes. The Olent acknowledges that the Services may be modified or upgraded by Premier POS from time to time, provided that such modifications and upgrades to not detract from the performance levels of the Services Premier POS also reserves the right to discontinue any Service, temporarily or permanently, by providing the Administrative User with Notification. The Client agrees that Premier POS shall not be liable to the Client or any third party for any modification or discontinuance of the Services 11. TFRM. SFRVIrF SIISPFNRION /CANrFJ 1 ATION ANT) TFRMINATION 11.1 Term. This Agreement will commence upon acceptance of this signed Agreement by Premier POS at its offices This Agreement will remain in effect for the period of D1 /16/07 to 1 /17 /nit unless terminated by either party in accordance with 11 3 or by reason of and upon any violation of the terms and conditions herein. Thereafter, this Agreement shall be automatically renewed for successive one -vear terms unless prior Notice is received by Premier POS not less than thirty (30) days prior to the annual renewal date 11.2 Suspension. Without limiting other remedies, Premier POS may suspend operation of the Services for the Client if (a) Premier POS believes that the Client is in material default or has violated this Agreement or any of Premier POS's stated policies, or (b) the Client has failed to pay the Fees or other payments due and owing, or (c) Client's generates charge backs that Premier POS considers, in its sole discretion, to be excessive. or (d) Premier POS reasonably believes that Client's actions may cause legal (lability for the Client, Premier POS's other customers, or Premier POS. Premier POS will not be liable to the Client for any suspension in accordance with the terms of this Agreement 11.3 Termination of Agreement. Without limiting other remedies, either party may terminate thls Agreement without cause upon 60 day's written Notification Premier POS may terminate this Agreement effective Immediately upon Notification to the Client If the client has been suspended pursuant to Section 11.2 or is otherwise in material breach or default of this Agreement and has not remedied that breach or default or the reason for suspension to Premier POS's satisfaction within 15 days after receipt of Notification pursuant to Section 11 2 Upon termination of this Agreement by either party, all rights under this Agreement and the provision of Services will terminate immediately. Neither party will be liable to the other for any termination of this Agreement in accordance with its terms. 11.4 Fees payable on Suspension, Cancellation or Termination. Any amount that the Client owes for Services rendered up to the date of suspension or upon termination of this Agreement by either the Client or Premier POS, if any, will become immediately due and payable 11.5 Deletion of Data. At the termination of thls Agreement, the Client may request by Notification, the return of a copy of Client Data stored on Premier POS's system for a reasonable fee, determined by Premier POS. In the event that Premier POS does not receive Notification from the Client requesting a copy of such Data prior to, or at the time, of termination, then the Oient is hereby put on notice that Premier POS mav, without any notice or liability to the Client, delete all such Client's Data Notwithstanding any of the above, Premier POS will not be liable to the Client with respect to the Client's Data that remains on Premier POS's System after the date of termination, except with respect to Section 6 of this Agreement relating to Security, Confidentiality and Disclosure 11.6 Survival. Sections 6 "Security, Confidentiality and Disclosure 7 "No Warranty 8 "Indemnity"), 9 "Limitation of Liability and this Section 11 will survive any termination of this Agreement. 12 PRESS RFI FARE Akin MARKFTINO 12.1 Press Release. The Client agrees that Premier POS may issue a press release and post such release on the Premier POS web services to announce the signing or amendment of an Agreement between the Client and Premier POS 12.2 Marketing and Banner Pages. Any web page banner space utilized will be done in a manner consistent with Premier POS Policies set forth In Section 2.2. 13. MISCELLANEOUS 13.1 Relationship of the Parties. The Client acknowledges that Premier POS, as a service provider. is an independent contractor, and no agency, partnership, ioint venture, employee employer or franchiser franchisee relationship is intended or created by this Agreement No Person, including any Reseller, shall have any authority to act for, bind or assume any obligation or responsibility on behalf of the other party unless the authority is confirmed in writing Prenuer POS Page 4 of 6 120 East Austin Street, Surte 213 Jefferson, TX 75657 Toll -Free 866 -444 -4278 FAX 512233 -2847 f 13.2 Restriction. Nothing herein shall restrict in any way the freedom of either party to conduct as it sees Flt any other business or activity whatsoever 13.3 Force Majeure. Neither party will be In default of this Agreement due to any labor unrest, strike, lockout. civil commotion, hostilities, sabotage, communication line failures, power failures, acts of utility providers, governmental regulations or governmental interference, delays by suppliers or earners, fires, epidemics, earthquakes or other disasters, accidents, riots, war, terrorism, acts of God and public authority or otherwise beyond such party's reasonable control. 13.4 Notices and Communications. All N otificatlons and demands hereunder shall be in writing and shall be served by personal delivery, nationally- recognized express courser, or by certified mail at the address of the receiving party set forth in this Agreement for at such different address as may be designated by such party by written notice to the other party) All Notifications and demands shall be deemed given upon the earlier of receipt, two (2) days after deposit with a nationally recognized express courier, or five (5) days after deposit in the mad. 13.5 Assignment. This Agreement may not be assigned by the Client without Premier POS's odor written consent. Premier POS may assign this Agreement upon prior Notification to the Client. 13.6 Severability and Non waiver. If any part of this Agreement is invalid, all other parts of this Agreement remain enforceable Premier POS's failure to act with respect to a breach or default by the Client or others does not waive Premier POS's right to act with respect to subsequent or similar breaches or defaults 13.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota For the purposes of resolving conflicts related to or arising out of this Agreement, the parties expressly agree that venue shall be in the State of Minnesota only, and, in addition, the parties hereby expressly consent to the jurisdiction of the federal and state courts in the State of Minnesota 13.8 Currency. All amounts, Prices and Fees are in United States Dollars (USD), unless otherwise indicated. 13.9 Schedules and Exhibits. All Schedules and Exhibits to this Agreement are incorporated herein by reference and made part of this Agreement. 13.10 In accordance with the requirements of Minnesota Statutes, Section 13 05, Subd. 11, all data created, collected, received, stored, used, maintained, or disseminated by Premier POS in performing its duties under this Agreement, is subject to the requirements of Minnesota Statutes, Chapter 13, and Premier POS shall comply with those requirements as if it were the Client IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below. CLIENT PREMIER POS PREMIER POS, LLC. Signature• Signature: Name/Title: Na me/Title. Date: Date. Remit To /Billing Address: Prenuer POS Page 5 af6 120 East Austin Street, Suite 213 Jefferson, 7X 75657 Toll -Free 866- 444 -4278 FAX 512233-2847 1. FFF CCHFDIII F QTY DESCRIPTION One -Time Charges 1 Premier POS Client Activation Monthly Charges 1 Premier POS Monthly Subscnption Transaction Processing Premier POS eCommerce Card Processing SCHEDULE A Custom Programming Premier POS Quoted Service Charges $35 00 /hr UNIT FEE EXTENDED $250 00 $250 00 $10000 $10000 1 50% 2.1 Client Payment for Services. All ongoing Monthly Service fees and transaction fees, If applicable, due to Premier POS will be paid In one or more of the following methods' Deducted from the Client Bank Account via ACH Deducted from the Client Bank Account via Client's Element Credit Card Processor Invoiced by Premier POS Premier POS may revise the method of collecting fees upon Notification to Client Premier PO5 also retains the right to offset any dollars owed by the Client. 2.2 Invoicing. Service fees that are invoiced are due to Premier POS within 30 days of receipt of an invoice All Service fees and other payments must be made in U S. Dollars. Premier POS may charge Client a late payment fee equal to one and one -half percent (1 5 on any overdue balance, or the maximum amount allowed by law if less, for each month or fraction of a month the overdue amount remains unpaid. 2.3 Reporting to Clients. Premier POS shall make available on -line reporting for the Client as documentation to support the transactions fees, if applicable, for the calendar month 2.4 Credit Card Chargeback's, Fees, Accounting and Fraudulent Activity. Client acknowledges that the Client shall be solely responsible for responding to bank and Client customer inquiries for information related to credit card charges The Client also acknowledges that the client is solely responsible for all credit card orocessinq fees and is solely responsible for all accounting and reconciliation of credit card transactions and fees. CLIENT: Schedule A Non Premier Merchant ID Premier POS —Page 6 of 6 120 East Austrn Street, Smte 213 Jefferson, TX 75657 To11-Free 866 -444 -4278 FAX 5/2233-2847 CLIENT INITIALS: