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HomeMy WebLinkAbout10 - RSS Management Software System for Class Registration, Membership, Point of Sale, and Facility Reservation ServicesQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report February 13, 2024 Agenda Item No. 10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Sean Levin, Recreation and Senior Services Director - 949-644- 3151, slevin@newportbeachca.gov PREPARED BY: Brian Cordeiro, Recreation Manager - 949-644-3156, bcordeiro@newportbeachca.gov Matt Chong, Budget Analyst - 949-373-6143, mchong@newportbeachca.gov TITLE: Recreation and Senior Services Management Software System for Class Registration, Membership, Point of Sale, and Facility Reservation Services ABSTRACT: Staff is requesting City Council approval to award the Recreation and Senior Services Management Software System contract to ActiveNet. The software is used for scheduling activities, collecting program registration and payments, tracking participation, and providing financial reports. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; b) Approve and authorize Mayor and City Clerk to execute agreement for a five-year term for Software for Class Registration, Membership, Point of Sale, and Facility Reservation Services to ActiveNet in the amount of $320,000; and c) Approve Budget Amendment No. 24-049 to appropriate $64,000 in increased expenditure appropriations for the annual subscription fee and $120,000 in increased revenue projections from lower transaction fees. DISCUSSION: The Recreation and Senior Services Department (RSS) relies on recreation management software to efficiently schedule activities, conveniently collect program registration and payments, track participation, and provide financial reports. RSS has utilized recreation management software from Active for over 20 years across two different software products. The current software from Active, ActiveNet, was approved and implemented in 2010. It provides user-friendly, web -based activity registration for the community, facility reservations, point of sale and membership tracking. Newport Beach residents and program participants have grown accustomed to the user interface that the software provides, with 92% of program registration and payment taking place online. 10-1 Recreation and Senior Services Management Software System for Class Registration, Membership, Point of Sale, and Facility Reservation Services February 13, 2024 Page 2 In August 2021, RSS conducted a Request for Proposals (RFP) solicitation to review other software companies that offer similar services and ensure that the City is using the best suited and competitively priced management software system. The RFP called for a cloud and web -based software, fully hosted by the proposer, and supported by all major web browsers with mobile responsiveness. Each proposer had to have a minimum of five years of experience providing recreation software for local governments and the software needed to include required functions deemed necessary by City staff such as program registration, facility reservations, financial reporting, credit card processing, and electronic waiver acknowledgements. The City received proposals from the following companies: • ACTIVE Network • PerfectMind, Inc. • CivicPlus, LLC • Pacific Tier Solutions, Inc. In the first phase (Technical Evaluation — 60%), an evaluation panel consisting of staff from the RSS Department assessed each proposer on factors such as experience, qualifications, resources and technical ability. The second phase (Cost Review — 40%) involved the City's Purchasing Team performing an evaluation and comparison of each proposal's costs. The table below summarizes the results from the process: PROPOSER TECHNICAL ELVATION — MAX 60 COST REVIEW — MAX 40 TOTAL SCORE OVERALL RANK ACTIVE Network 60.00 34.49 94.49 1 PerfectMind, Inc. 48.67 40.00 88.67 2 CivicPlus, LLC 55.33 27.67 83.00 3 Pacific Tier Solutions, Inc. 41.67 (DQ) 4 The RFP resulted in ActiveNet having the top overall proposal. The consultant has been notified of the City's intent to award, pending City Council approval of the proposed professional services agreement. Active's current agreement with the City has continued on a month -to -month basis while City staff negotiated on the terms and conditions of a new professional services agreement. The new agreement would be for a term of five years for a total not -to -exceed value of $320,000. In addition to the annual subscription fee, ActiveNet would also collect a 3% processing fee on credit card transactions. This is substantially lower than current transaction and processing fees which total 5% for a typical online transaction. 10-2 Recreation and Senior Services Management Software System for Class Registration, Membership, Point of Sale, and Facility Reservation Services February 13, 2024 Page 3 FISCAL IMPACT: The Budget Amendment appropriates $120,000 in additional revenue from lowered transaction fees and $64,000 in increased expenditure appropriations for the annual subscription fee. The revenue will be posted to program revenue accounts across the department (0107010-0107033) based on each unique transaction and the annual subscription fee will be expensed to the Program Support Professional Services account in the RSS Department, 0107010-811008. This new agreement will result in a savings of approximately $56,000 annually. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Agreement with ACTIVE Network Attachment B — Budget Amendment No. 24-049 10-3 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH ACTIVE NETWORK, LLC FOR RECREATION SOFTWARE PRODUCT AND SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 13th day of February, 2024 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City" or "Client'), and ACTIVE NETWORK, LLC, a Delaware limited liability company ("Contractor" or "Active"), whose address is 5850 Granite Parkway, Suite 1200, Plano, Texas 75024, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide a Recreation & Senior Services Management Software System ("Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall continue for a period of five (5) years, unless terminated earlier as set forth herein ("Initial Term"). The City and Contractor shall have the option to extend the term of this Agreement by mutual written amendment following the expiration of the Initial Term and upon the same terms and conditions set forth herein ("Option Term"). The Initial Term and the Option Term, if any, shall collectively be referred to herein as the "Term" of this Agreement. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services and provide the Products described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Work"). 10-4 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of the Work under this Agreement and Contractor shall perform the Work in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Work shall be performed to completion in a diligent and timely manner. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Work to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for all Work on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit C and incorporated herein by reference. Excluding the transaction fees identified in Section 4.4 below, Contractor's compensation for all Work performed during the Initial Term in accordance with this Agreement, including all reimbursable items, subscriptions, and subcontractor fees, shall not exceed Three Hundred Twenty Thousand Dollars ($320,000.00), without prior written authorization from City. 4.2 No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.3 City will pay the annual subscription fee set forth in the Schedule of Billing Rates, which is included in the total not to exceed amount set forth above. 4.4 Contractor will charge the transaction fee set forth in the Schedule of Billing Rates to individuals who register for the Events or purchase goods or services online, and will process and collect such transaction fees as a payment facilitator according to the card networks. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Contractor will pay City sums due to City based on the total fees collected, net of Contractor's service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be set forth in the applicable Schedule. Active Network, LLC Page 2 10-5 4.5 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Work performed and/or the specific task in the Scope of Services to which it relates, the date the Work were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than sixty (60) calendar days after receipt of the monthly invoice by City staff. If the Schedule indicates that City is paying on a subscription basis, City will be invoiced for the first month of subscription fees upon the date of the first live operational use of the Products for the Event(s) ("Go - Live Date"), with subsequent subscription fees being invoiced monthly. 4.6 City shall reimburse Contractor only for those costs or expenses specifically identified in this Agreement or specifically approved in writing in advance by City. 4.7 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates. 4.8 If Contractor reasonably believes that a transaction by City, City licensee, or End User, as applicable, may be fraudulent or otherwise contrary to law, Contractor may issue an invoice or offset an equivalent amount from City's account or any payment Contractor owes to City and return the value to the End User (as set forth below). If sufficient funds are not available, City must reimburse Contractor within sixty (60) days of receipt of the invoice. Contractor shall notify City in writing of the reason for such offset or invoice and provide documentation to prove the fraudulent or unlawful transaction to the extent permitted by law. 4.9 If (a) there are any overdue or overage amounts owed by City; or (b) there are returned charges or items, including those resulting from any error or complaint related to an Event, Contractor has the right to charge fees owed to Contractor by City by issuing an invoice, or by offsetting the deficiency from any account balance City maintains with Contractor or any payment Contractor owes City. Contractor shall notify City in writing of the reason for such offset, charge, or deficiency and provide documentation to prove Contractor's right for such offset, charge, or deficiency to the extent permitted by law. 4.10 It is City's responsibility to notify End Users of City's refund policy. Contractor shall comply with City's refund policy as directed by City. City must ensure that City's refund policies are consistent with this Agreement. City agrees that all fees for a given Event are earned by City only following either the conclusion or delivery of the Active Network, LLC Page 3 10-6 applicable Event (as applicable) and all amounts ultimately due to City will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deductions whether due to customer complaints, allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to City with respect to any Event that is cancelled and refunded. If payments have already been made by Contractor to City for a cancelled Event, or if Contractor reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Contractor may issue an invoice and offset an equivalent amount from City's account or payment owed by Contractor to City and return the value to the End User, and if sufficient funds are not available, City must reimburse Contractor within sixty (60) days of receipt of such invoice. Contractor shall provide written documentation to City to prove the basis for the refund or chargeback to the extent permitted by law. 4.11 Credit Card Surcharging. All fees described in the Schedule of Billing Rates are in consideration of the Work. Contractor and City acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User. 4.12 Taxes. The fees to be charged stated in this Agreement do not include Taxes to be charged or assessed against End Users or City licensees arising out Events sales or registrations. Where applicable, City is responsible for, and agrees to pay, any and all required Taxes which may or should be assessed on End Users or City licensees arising out of Event sales or registrations. City is solely responsible for determining which, if any, Taxes apply to End Users or City licensees in connection with Event sales or registrations. Contractor shall have no duty for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if Contractor provides City with tools that assist City in doing so. In the event that a governmental authority requires Contractor to pay any Taxes attributable to End Users or City licensees arising out of Event sales or registrations, to the extent not prohibited by law, City agrees to defend, indemnify, and hold Contractor harmless from all such Taxes and all costs and expenses related thereto. Contractor reserves the right to apply all such Taxes to this Agreement upon providing a thirty (30) day written notice to City in order to comply with applicable laws and providing City with all written documentation from a governmental agency that has required Contractor to pay such Taxes. When Contractor is acting as the payment facilitator and City elects to include an additional fee in the End Users' cart that is identified as a "sales tax" or similar designation, then, no more frequently than once per calendar year during the Term of the Agreement, Contractor may, upon at least sixty (60) business days' prior written notice, (a) require City to send to Contractor City's books and records related to its sales tax payments, and/or (b) visit City's premises during City's normal business hours to review City's sales tax payments. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor may remove or reassign the Project Active Network, LLC Page 4 10-7 Manager or any personnel listed in Exhibit A and assign any new or replacement personnel to the Project without the prior written consent of City, provided that any new personnel assigned possess the skill, experience, certifications and training required to perform the assigned role commensurate with industry standards. Contractor shall provide prompt written notice to the City of any change in the designated Project Manager. 5.2 Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. City's Recreation Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Work to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Work shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Work required by this Agreement, and that it will perform all Work in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Work shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default, by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. Active Network, LLC Page 5 10-8 9. HOLD HARMLESS Each of the Parties duties with respect defense, indemnity, and to hold harmless are set forth Section 2, of Exhibit B, Products and Services Terms, and is incorporated into this Section as though set forth in full herein. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Work. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and Prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit D, and incorporated herein by reference. Active Network, LLC Page 6 10-9 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Work to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City, and such consent shall not be unreasonably withheld by the City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or co- tenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Work to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced that does not include Contractor's Intellectual Property, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor that does not include Contractor's Intellectual Property, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. For clarity, any and all materials, Documents, or other writing produced that is Contractor's Intellectual Property or other proprietary material which are provided or may be provided to City shall be the exclusive property of Contractor and Contractor retains all ownership rights. Contractor shall, at Contractor's expense, provide such Documents, including all logins and password information to City upon prior written request. Active Network, LLC Page 7 10-10 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor, and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. City will be liable to Contractor for any unauthorized use by City or its agents, licensees, or End Users of any Document containing Contractor's Intellectual Property, provided such unauthorized use is due to City's negligent, reckless, or knowing dissemination of such Document contrary to the terms of this Agreement. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY 18.1 Definition of Confidential Information. During the Term of this Agreement and for a period of three (3) years after the expiration of or the termination of this Agreement each party acknowledges and agrees that "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of City includes City data, End User data, and City licensee data; Confidential Information of Contractor includes the Products; and Confidential Information of each party, solely by way of illustration, and not in limitation, shall include the following information: financial data, plans, forecasts, Intellectual Property, methodologies, as well as business and marketing plans, technology and technical information, product plans and designs, City information, strategic analyses and business processes, in each instance disclosed by such Disclosing Party or any of its Representatives regarding it and its Affiliates. However, Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidence by prior documentation or tangible embodiments of such information. Additionally, Confidential Information does not include this Agreement, and any Exhibits, Schedules, amendments, or other documents incorporated herein that form the terms and conditions of this Agreement. Active Network, LLC Page 8 10-11 18.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its respective Affiliates' employees, officers, directors, agents, representatives and contractors, including, legal counsel, tax advisors and/or accountants who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with or are otherwise subject to enforceable obligations to the Receiving Party that contain protections no less stringent than those herein (collectively, "Representatives"). 18.3 Required Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, including but not limited to, the California Public Records Act. When there are meritorious legal grounds to prevent disclosure of such Confidential Information, the Receiving Party shall give the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 19. RECORDS Contractor shall keep records and invoices in connection with the Work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Work, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums up to thirty (30) days beyond the due date for payment, and such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. During the period of withholding, the Parties shall act in good faith to reach an agreement to resolve the dispute. In the event the Parties are unable to resolve the dispute, Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. Active Network, LLC Page 9 10-12 21. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be borne by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors who perform similar services or provide similar products in connection with the Work. Notwithstanding the foregoing, the City cannot subcontract or sublicense the Products to a third party without the consent of Contractor. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Contractor will (a) make all reasonable efforts to avoid any conflict of interest in the performance of its contractual obligations; (b) promptly disclose to City any conflict of interest that arises during the performance of its contractual obligations; and (c) work cooperatively and in good faith with City to resolve any conflict of interest. In the event of a conflict of interest, City may terminate this Agreement as its sole and exclusive remedy, in whole or in part, upon giving notice to Contractor where: (i) if the conflict of interest can be resolved, the Contractor fails to comply with any reasonable requirements prescribed by City to resolve the conflict of interest within thirty (30) days after becoming aware of such conflict of interest; or (ii) Contractor's conflict of interest cannot be resolved. Contractor's violation with respect to a conflict of interest will not be deemed a breach of this Agreement. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. Active Network, LLC Page 10 10-13 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Recreation Director Recreation and Senior Services Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Legal Department Active Network, LLC 5850 Granite Pkwy, Suite 1200 Plano, TX 75024 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 Either party may terminate this Agreement, including any and all Exhibits and Schedules executed hereunder, immediately upon written notice: (a) in the event that the other party commits a non -remediable material breach of this Agreement and/or the applicable Exhibit, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non -breaching party within thirty (30) days of being notified in writing of such breach; or (b) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. Following termination of this Agreement (for Active Network, LLC Page 11 10-14 whatever reason), if requested by Contractor, City will certify that it has returned or destroyed all copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. 26.2 Termination for any reason will not excuse City's obligation to pay in full any and all amounts due for services rendered up to the effective date of termination, nor will termination by Contractor result in a refund of fees paid for services rendered up to the effective date of termination; however, fees paid by City in excess of services rendered by Contractor as of the effective date of termination shall be refunded to City within sixty (60) days after the effective date of termination of this Agreement. 26.3 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than one hundred eighty (180) calendar days' prior written notice to Contractor and immediate payment of an early termination fee to Contractor in the amount of $30,000. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26.4 If City has entered into a sub -merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, Contractor may terminate this Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, and regulations of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as Active Network, LLC Page 12 10-15 well as any prior contractual agreements between the parties. All pre-printed terms of any City purchase order, business processing document, or on-line terms will have no effect. There have been no material representations or statements by any person or party to this Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Product and Services Terms or any Exhibit or attachment to hereto, the terms of this Agreement shall govern and supersede. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The word "including" in this Agreement means "including, without limitation." All references to days means calendar days. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. Each Party agrees and acknowledges that it shall not itself, or through any employee, consultant, contractor, agent, or other third party, amend, alter, or contract away (or seek to amend, alter, or contract away) any of its rights, liabilities, or obligations under this Agreement through any means (including, but not limited to, through any waiver, contract, terms, or communication with third parties (individually and collectively, "Third Party Terms"). Each Party agrees and acknowledges that any such amendment, alteration, or contracting away of any such liabilities, or obligations under this Agreement shall be void, and of no force or effect. Each Party shall bear no liability or obligation to any third party under any Third Party Terms, and any provision of any Third Party Terms that is inconsistent with this Agreement, or that expressly, implicitly, or effectively imputes any liability or obligation upon either Party to any third party shall be void, and of no force or effect. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it without giving effect to the conflict of law provisions thereof and as applicable under United States federal law. 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, Active Network, LLC Page 13 10-16 ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. 27.13 Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 9, 17, 18, 19, 20, 21, 25, 26, and 27, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof. 27.14 Export; Anti -Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or other purposes under Export Laws. City may not knowingly export, re-export, transfer, or re - transfer or assist or facilitate in any manner the export, re-export, transfer, or re -transfer of, or provide access to, any portion of the Products in violation of Export Laws, as determined by the laws under which City operates, including: (a) to any country on Canada's Area Control List; (b) to any country subject to U.N. Security Council embargo or action; (c) contrary to Canada's Export Control List Item 5505; (d) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items, including, to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List; the Bureau of Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. City hereby represents and covenants that: (i) City is eligible to access the Products under Export laws and all other applicable laws; and (ii) City will import, export, re-export, transfer, or re -transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, City hereby represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not, and will not, knowingly make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti -corruption or anti - bribery laws or regulations. 27.15 Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. Active Network, LLC Page 14 10-17 27.16 No Third Party Beneficiaries. This Agreement is for the benefit of the Parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a Party. Notwithstanding the above, the Parties acknowledge that the provision of all Products is subject to the terms and conditions of Contractor's licensors and suppliers, and the owner of the Third Party Products with respect to the Third Party Products. In the event of a conflict between the rights and duties under this Agreement, and the terms and conditions of Contractor's licensors, suppliers, and Third Party Products suppliers, the parties agree to cooperate in good faith to resolve the conflict. 27.17 National and International Law. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. 27.18 Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the intellectual property obligations in this Agreement, each Party, in addition to any and all other rights (at law or in equity) which may be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach, without the requirement of posting a bond. 27.19 U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Contractor Network, LLC or one of its Affiliates or subsidiaries. [SIGNATURES ON NEXT PAGE] Active Network, LLC Page 15 10-18 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1 C Ita%2L( in A�rpn C. Harp Clt Attorney ATTEST: Date: By: Leilani 1. Brown City Clerk Attachments: J CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Will O'Neill Mayor CONTRACTOR: Active Network, LLC, a Delaware limited liability company Date: By: David L. Green President, Treasurer, and Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Products and Services Terms Exhibit C — Schedule of Billing Rates Exhibit D — Insurance Requirements Exhibit E — Support and Maintenance Services Exhibit F — Service Level Agreement Active Network, LLC Page 16 10-19 --* CT►VE n"twork City of New Beach Response for Proposal RFP 22- Recreation & Senior Service Management Software Sys ACTIVE Network, LLC 717 North Harwood St. Ste 2500 Dallas, TX 75201 I T: 888.543.7223 www.ACTIVEnetwork.com August 02, 2021 Shaun Tormey, Buyer City of NewportBeach 100 Civic Center Drive Newport Beach, CA 92660 Re: RFP 22-02 Recreation & Senior Services Management Software System On behalf of ACTIVE Network'x (ACTIVE), I would like to thank the City of Newport Beach for the opportunity to respond to your Request for Proposal for the Recreation & Senior Services Management Software System. As the longtime recreation management software leader in the Parks & Recreation market, we're pleased to present our current best -in -class solution, customer -centric professional services, and enterprise -level support with a continued commitment to our long-standing partnership with the City of NewportBeach since 2010. At ACTIVE, we're more than just a technology provider-, we're your partner to help you achieve your business goals and realize your vision to provide next generation service, improve the customer experience and support day-to-day operations. Newport Beach will continue to benefit from the scalability and innovative functionality as evidenced by over 1,400 agencies currently using ACTIVE Net today. We have taken great care to consider the specific needs identified in the RFP and can state confidently that our enterprise cloud -based ACTIVENet solution wholly meets your requirements as it pertains to a Recreation Management Software System. The City of Newport can also realize significant savings in continuing the partnership with ACTIVE because our best in class application is already implemented throughout the City, staff is trained on how to use the system and business processes are established to run smoothly, reliable, and easy to use for both your staff and your customers. ACTIVENet is a comprehensive, fully integrated commercial off -the -shelf Recreation & Facilities Management System built to provide excellent end to end user experience. Through our modern, mobile friendly and intuitive online registration and facility reservation interface, it allows your citizens to access programs at any time, from any device. Pair that with our robust security, PCI-compliant payment processing, enhanced marketing, and comprehensive business intelligence tools, ACTIVENet provides the City an extremely reliable, real-time system to gain a 360-degree view of your business, tracking facility usage, fill rates, membership passes, digital signatures, revenue & accounting, and more. ACTIVE values our relationship with the City, and on behalf of myself and our entire team we look forward to the opportunity to extend this productive partnership with your team well into the future. Should the City have any further questions or require any additional information regarding this response, please do not hesitate to contact your Account Manager, Scott Yeske via email at Scott.Yeske dactivenetwork.com or by phone at (858) 964.3938. Sincerely, I)ot.uSu�nrA ny President Active Network, LLC Page A-2 10-21 Required Functions Program Registration Streamline programs, processes and participation in a single system with a modern, customizable online registration experience. Program Management G Manage program registration, configure pricing, build waitlists, communicate with participants all with one flexible system. C Allow members to easily register for certain programs like summer camps, group lessons and more. Activity Registration • Manage activity registration, configure pricing, build waitlists and more within ACTIVENet. • Allow members to sign up for select dates for certain activities and effectively manage drop- ins with activity registration. • Give members the flexibility to book instructors for private lessons, gym sessions and more at their convenience. Facility Registrations Simplify scheduling with an easy online reservation experience that includes an interactive, custom map and real-time calendar updates. Your facilities are gathering places for your community and central to your organization's bottom line. Simplify scheduling, increase facility utilization and eliminate double -bookings with the Facility Management Module. Simple Workflow Complete a new reservation in 3 simple steps or easily manage existing reservations with multiple search and filter options. A modern interface allows for easier resource availability search by name, type and location among others. Online Reservations Your time is better spent engaging your community than managing reservation requests. Facility Reservation allows customers to schedule courts, meeting rooms, picnic shelters, gyms and more. They can even search for facilities by name, type, amenities, site and geographic location. Locker Rentals & Equipment Lending Customize your locker room with an enhanced online experience including a graphical locker room interface. Save time recovering equipment and assigning damage fees with a fully integrated system including inventory, reports and membership integration. Membership and Passes Active Network, LLC Page A-3 10-22 Manage all aspects of your organization through one web -based software system and save crucial hours for your staff. With the data and tools included in our software, your staff can focus on the vision rather than paperwork. Enhance the Online Experience for Your Members • Provide members with convenient online access to facilities and programs. • Allow customers to manage accounts and complete various transactions online, quickly and easily. Gain Valuable Insights for You and Your Staff • Access real-time reports for a 360-degree view of each member for better engagement and targeting. • Track all member data, notes, history and more all within one system. Quickly and Efficiently Manage Check -In with Access Control • Easily check -in members with membership scanning and pass validation. • Gain a snapshot display of each member at check -in with current membership status, image, outstanding balances and more. • Be secure with access control, integrated with all entry points in and out of facilities and the ACTIVENet Connect check -in app. Private Lessons Oversee instructors, schedules, registrations, facilities and equipment with the flexibility and customization necessary for individualized programs. Allow your customers to select the instructor and times that work best for them. Financial Benefits of Using ACTIVE Net Accounting ACTIVE Net is a comprehensive registration and database management system that also functions as a sub -ledger to an organization's general ledger system. The system's financial sub -structure has been designed to operate on either a modified accrual or cash=revenue basis. Organizations typically choose to use a software program such as MUNIS, Eden, or Great Plains to manage their general ledger external to ACTIVE Net. The type of software used does not impact ACTIVE Net. The ACTIVE Net sub -ledger provides an organization with a number of key benefits, including: • A comprehensive audit trail (date, time, locations and system user transaction stamps); • Tighter financial controls (pre -defined fees, discounts, GL accounts, and security); • Standardized policies & procedures (administration fees, cancellation policies); • Automatic revenue recognition in compliance with today's current accounting standards; • GL accounts assigned during ACTIVE Net setup allowing debits and credits to occur without staff intervention; • Revenue deferral options; Active Network, LLC Page A-4 10-23 • Customer accounts receivable tracking (billings and statements, scheduled payments, and unpaid fees); • Customer accounts payable tracking (refund tracking, customer credits, and service transfers); • Transparency, reduced risk of human error and fraud if the ACTIVE Net financial reports are used for keying transactions into the main financial system. There is also the ability to automatically post transactions to your main ledger using financial integration — modified accrual accounting only; • No redundancy, as ACTIVE Net reports will not have to be transcribed onto other forms; • Streamlined cash out procedures. Clerical staff will be able to focus on customer service instead of performing accounting tasks in order to balance each day; and • Decentralized, one stop shopping for your customers, allowing for the ability to register and pay anywhere online. Clerks at each location will be capable of retrieving information regarding customer credit or debit balances. Revenue Recognition Methodology ACTIVE Net can provide revenue recognition based upon 2 methodologies: Accrual and Cash Basis Accounting. Accrual Basis Accounting In order to take full advantage of the accounting functionality within the ACTIVE Net system, accrual basis accounting is recommended. Accrual accounting allows an organization to measure fiscal performance and position by recognizing economic events regardless of when cash transactions occur. In other words, service revenue is recognized when it is earned, rather than when payment is received. Accrual basis accounting is suitable for any organization required to track customer balances (accounts receivable), customer credits on account, activity transfers, scholarships, discounts, and deferred revenue. Accrual basis is in compliance with generally accepted accounting principles. Cash Basis Accounting ACTIVE Net retains the ability to provide cash basis accounting estimates. In cash basis accounting, revenue is recognized only when payments are received, therefore making it unsuitable for any organization required to track customer balances (accounts receivable), customer credits on account, activity transfers, scholarships, discounts, and deferred revenue. Cash basis is not in accordance with generally accepted accounting principles (see Appendix 2). The transactions listed throughout this document do not utilize cash basis accounting. ACTIVE Net can only provide cash accounting estimates. Active Network, LLC Page A-5 10-24 Sports League Management Manage schedules, rosters, registration, and team communication with cloud -based access, and offer 24/7 visibility to standings, stats and more. Online Registration • Offer your participants registration by computer, tablet, or phone • Automatically collect the coach, player, and team information you need • Process secure online transactions • Provide league participants and coaches 24/7 visibility with online access • Participants can join a team, create a team or register as a free agent conveniently from home League Management & Scheduling C Create leagues online with no -play dates, season lengths, games per night and more Set multiple parameters like dates, times, locations, number of games per team and maximum games per night Create team accounts to be managed by captains or coaches O Allow players to view scheduled games, rain -out info and team standings online Game Management • Swap, delete, or move games when changes occur • View all games for each team with home and away designations, timeslots and game sites • Assign referees and officials Communication Tools G Keep organized lists of contacts by league, team, and officials 0 Quickly send text alerts or emails to parents/players about game cancellations or changes Reports • View league standings and team statistics • Print rosters with the data you need to display Point of Sale Process payments through an intuitive, customizable system that improves customer service, delivers quick reporting and offers PCI Level- I compliance. Sell products, services, and rentals from the front - desk while managing inventory and incoming purchase orders across all of your facilities. Reduce Errors Unfortunately, errors and fraud happen, leading to lost revenue. Process debit and credit payments through the secure POS to reduce cash handling errors and decrease chances of fraud. Processing payments through one system will improve accounts receivable and cash management. Integration and Efficiency Active Network, LLC Page A-6 10-25 The accounting data you need is at your fingertips with automated reports and payment processing from a centralized database. POS easily integrates with your general ledger (GL) so when it's time to close up for the day, the Daily Close reports provide a fast, daily cash -out process, saving you precious time. Secure Transactions Security is the top priority when it comes to processing payments. ACTIVENet POS is PCI Level- One compliant with point-to-point encryption. Independent audits regularly certify compliance so you can be confident you are offering the most secure payment options to your participants. Customizable Your organization is unique; your POS can be too. Customize your interface, including layout and design, for easy access to the transactions you process most. Improve inventory control by customizing and tracking products with printable labels and UPC codes. Flexibility During a typical day, you process payments for a variety of transactions, such as drop -in activities, equipment lending and fines. POS allows you to handle multiple types of transactions as part of one checkout process by providing a streamlined workflow and a better experience for your participants and staff. Credit Card Processing Industry -Leading Security ACTIVE Network has gone to great lengths to be the industry -leader in security at every point of risk that our customers face. We hold a Level I Payment Processor Certification, including mandatory PCI compliance audits, for all payment processing. Level I certification involves undergoing rigorous third -party assessments and testing for over 200 controls. Our PCI compliance level covers everything from network security, to application security, to background screening of our employees. Customer Database for Communication and Marketing Marketing with ActiveNet helps you execute effective marketing programs that encourage community participation, build dynamic relationships, and drive online registrations. The customer segmentation, email campaign, print label, and catalogue export tools help streamline your marketing activities. Visit the customer eMarketing Center, which features over 100 marketing best practices and free Active Network, LLC Page A-7 10-26 tactics that can help boost Internet registrations and overall community participation. Resources include a newsletter, guide, sample marketing campaigns, and case studies. Customer Relationship Management Centrally track all your customer information, with one view of customers across all sites. Track contact information for individuals and families, including mail and email addresses, phone numbers, and residency status. View past receipts, usage patterns, demographics, and answers to custom questions Segmentation and Targeting. C Create custom lists based on criteria as broad as demographics, interests and age or as defined as activities. U Automatically assign customers to lists using the integrated custom question tool. C Assign `interest lists' to activities to track customer preferences based on registration patterns. e Allow both staff and customers to manage `subscription lists.' Then use the automated list building tool to segment marketing audiences and boost response rates to direct mail and email campaigns. Email Campaigns. • Save on printing and mailing costs by sending email campaigns using ACTIVENet's popular Communication module. • Send text or HTML emails with links to your website to increase participation. • Personalize emails with recipient names and comply with CAN- SPAM regulations by using ACTIVENet's automatic opt -out mechanism. • Save time by storing, scheduling, and reusing email campaigns. Label Tool. • Quickly build a customer list and print labels for your direct mail campaigns with ACTIVENet's easy -to -use label tool. Catalogue Creation and Exporting. • Drastically cut down the time it takes to build your catalogues, brochures, and newsletters, and virtually eliminate errors with the Catalogue Export tool. Quickly export specific activity information, including times, facilities, descriptions, and pricing. Select your preferred format: ASCII files (CSV) or camera ready files (RTF). Then quickly import the information into your graphic design program. eMarketing Center. Active Network, LLC Page A-8 10-27 Reporting. Use the Transaction Comparison Reports to monitor the effectiveness of marketing campaigns in driving transactions and revenues. Quickly compare online and front desk results before and after campaign launches. Track the success of email campaigns with the help of open and click -through reports. Review results for activity registrations, facility reservations, child care services, and membership sales. Management Advantages Enhance marketing campaign effectiveness Increase customer communication XX Maximize community participation Staff Benefits Increase go -to -market campaign speed Increase responses with better targeting Save time and money Reduce time and errors creating catalogues Customer Experiences XX Regular marketing communication updates XX Increased awareness of programs and deadlines XX Improved customer satisfaction Electronic Waiver Acknowledgement and Digital Signatures ACTIVENet has the ability to upload and store documents in a few ways. System users can upload PDF files and image files to the customer account (file limit size I MB, must have unique file name). As well PDFs or image files can be uploaded to a Reservation record called the "Permit". ACTIVENet however is not intended to be a document management system and does not have configurable retention rules for example. Active Network, LLC Page A-9 10-28 ACTIVENet also features built-in waiver collection functionality that allows the association to create Program waivers, Childcare waivers, Membership Agreements, Rental Contracts, Obligation waivers (that can attach to the customer account)...and all of these can be signed electronically. If the customer is signing these waivers online, they can type in their initials or click boxes to accept the terms and conditions. If the member is in person at the branch, they can use the Topaz Digital Signature capture device to sign any type of waiver and it will be stored in the database electronically with an image of their signature indefinitely. Waivers signed with the Topaz unit can be emailed to the customer simply from the Administrative portal. The other way to sign waivers is on the Connect App with a Tablet. When then customer signs and taps "submit" the signed waiver is automatically emailed to them. actiwny waiver emIu.,� smFw ^bxr maxwaar .,., V :r ,lw.�(.',Y a'hflC. bIIMC :IIXPofki bid rN#,c41�f/�, d'M r-a,i�. ....i.c. �:wwvr, +psCH+.4�t:n*,V, an r:y:er nr4tl l,a:mlesv vu: my nl ieC Kin n. c���We+`s fiareat o•�r�on,.r.s. rnr.�n erm:pcn. �� rw. �..n+:nti�n; rn xa Nan ettrk¢s �.xf nH dlk. i.c:...: �' :f'w.n. c+.�.�.,.: r" i,..:....�.-•-_ � anros,wm M r I4 5 m ,. t- K Training and Trainer Site for City Staff Training, such as train -the -trainer and user guides, is available. ACTIVENet provide thousands of instructional articles as well as user guides that are available via ACTIVENet Answers — our secure customer portal and help center. Release notes and training videos also supplement the articles and user guides that are directed at end users as well as technical administrators. The City will also have the opportunity to participate in our conference events, regional user groups, and take advantage of value -add professional services that include expansion services, refresher training packages, IT consulting, and/or digital marketing services. Ongoing Training After ACTIVENet is installed, ANA will help the City with ongoing training by providing the following amenities: Accelerate Onboarding: ANA decreases ramp -up time with engaging, on -demand training the moment new hires walk through the Active Network, LLC Page A-1 0 10-29 door. • Reinforce Training: ANA ensures employees maintain necessary skills and knowledge required to succeed with continuous learning that can be accessed anytime, anywhere, from virtually any device. • Self -Assessment: ANA offers interactive self -assessment quizzes for users to test product knowledge retention. This is a great professional development opportunity. • Demonstrate Competency: ANA tracks & maintains enrollment and completion history for all users in an effort to fully promote product knowledge. ACTIVENet Training Library Overview The ACTIVENet Training Library is broken down into 2 main categories: • System Management • ACTIVENet Module Guides System Management There are five subjects targeted at system administrators, each with their own courses and lessons: i. Accounting Management 2. Communication Management 3. Customer Management 4. Database Management s. User Management ACTIVENet Module Guides There are eight Module Guides, each of which are broken down into five courses, which comprise of lessons. 1. Activities 2. Facility Reservation 3. FlexReg 4. Leagues 5. Lockers 6. Memberships 7. Point of Sale 8. Private Lessons Each ACTIVENet subject module is broken down into the following types of courses. Each course is comprised of multiple lessons which are grouped together to support training on a single functional area of ACTIVENet. I. Daily Operations 2. Maintenance 3. Public Access 4. Reporting 5. Setup Active Network, LLC Page A-11 10-30 Section 504 Compliance ACTIVENet partially satisfies this requirement. ORGANIZATIONAL INFORMATION Services Team From a resource perspective, our dedicated ACTIVENet Professional Services team consists of approximately 40 staff members. Biographies of key members of the Professional Services team are listed below. The assignment of the consultant will be determined by availability and services provided. »e uacKgrouna nior Manager, Name: Asher Squire ofessional Services Phone: 800.661.1 196 x 1409 mail: Asher.Squire cDactivenetwork.com ducation: BA in Communications, Simon Fraser University xperience: Asher oversees all consulting services in the acal Public Sector (L.PS) market within ACTIVE. He has over m years' experience implementing information systems ,ithin the recreation market. He has allaborated with many leading organizations in North America cluding: San Diego Park and Recreation San Jose Parks, Recreation and Neighborhood Services Houston Parks and Recreation Name: Nathaniel Strull Manager, Technical phone: 840.661.1 196 x 1431 Consulting Services Email: Nathaniel.Strull(c7activenetworl(.com Education: BA in Psychology, University of British Columbia Experience: Nathaniel manages the Technical Consulting team. He has over ten years' experience implementing information systems within the communities' market. He has collaborated with many leading organizations in North America including: Atlanta Department of Parks, Recreation and Cultural Affairs YMCA of Greater San Antonio City of Santa Monica Parks and Recreation Active Network, LLC Page A-12 10-31 Manager, Professional Name: Lomas SharmaPhone: 800.661.1 196 x 1435 Services Email: Lomas.Sharm a(cDactivenetwork.com Education: Bachelor Business Administration, Simon Fraser University; Project Management Professional (PMP), Project Management Institute Experience: Lomas manages all CTIVENet project consultants. He has over six years' experience implementing and managing information systems projects. He is a 2016 President's Club honoree in recognition of his outstanding contributions in the Communities market. He has collaborated with many leading organizations in North America including: • YMCA of Greater Seattle • YMCA of Greater Indianapolis • YMCA of Metropolitan Detroit Project Consultant Name: Duncan Lai Phone: 800.661.1 196 x 1294 Email: Duncan. Lai(c�activenetworkxom ducation: Bachelor of Arts, University of British Columbia; certificate in Project Management, University of British Columbia xperience: Duncan is a Consultant on the Professional Services :eam at ACTIVE. He has over 3 years of experience mplementing and managing information systems projects and ias collaborated with many leading organizations in North kmerica including: • City of Tempe, AZ • City of Pickering, ON YMCA of Honolulu, HI ethnical Consultant r4ame. Phone: Email: Project Team Nevin t—nen 800.661.1 196 x 1249 Kevin.ChenCo)-activenetwork.com Education: Bachelor of Business Administration, , British Columbia Institute of Technology Experience: Kevin is a Technical Consultant with four years' experience in the role. He has provided technical consulting to various projects within North America, including: o Boulder Parks & Recreation o City of San Antonio o Mohawk College If a new implementation of the ACTIVENet platform is required, the following ACTIVE roles would be pertinent for a successful implementation: Active Network, LLC Page A-13 10-32 Role hls person �s..., Project Sponsor the primary signing authority for the project. He or she engage stakeholders and ensures buy -in from top -down. Project Manager the primary contact concerning project activities. With the ACTIVE Network Project Manager, they are responsible for assigning tasks, roles and responsibilities, and delivering the project while managing cost, time, scope, and quality. ACTIVE Net System responsible for maintaining adherence to your organization's policies Administrator and procedures through the ACTIVENet software. They are individuals with the most knowledge of ACTIVENet and serves as an escalation point within the organization for questions from ACTIVENet users. The ACTIVENet System Administrator is critical or project success and it is therefore recommended that a backup be identified. Subject Matter Experts an organization staff member or members with the most knowledge SME(s) regarding the processes and policies of services to be implemented in ACTIVENet. Examples of SMEs may include Facility Managers, Program Coordinators, and Membership Directors. Technical available "on call" during the lifespan of the software to assist with Representative(s) internet connectivity, database management, software upgrades, workstation and peripheral installations. The person is responsible or ensuring organizational adherence to the technical requirements of ACTIVENet. They are the final escalation point for troubleshooting technical/network issues encountered within the organization during o after implementation. Financial the main signing authority for financial/accounting requirements, Representatives) workflows, and reports. They are the final escalation point for any financial/accounting related questions encountered throughout he implementation. They also monitor ACTIVENet accounting functionality, ensure transactions are posted correctly, and that financial data within ACTIVENet is accurate and pertinent. Documentation responsible for updating organization policy documentation throughout Manager the implementation. They are responsible for compiling staff notes into enduring procedural documentation which cover the organization' specific use of ACTIVENet. Project Approach / Methodology Our Professional Services methodology is built on the following principles C Understanding your business G Developing and fostering positive relationships with all your project stakeholders Configuring your system to drive operational efficiency Empowering your system users to grow business Active Network, LLC Page A-14 10-33 Increasing your consumer participation through ease of access Alleviating your implementation workload by leveraging ACTIVE resources to reduce meeting length and minimize efforts in data conversion and data entry Ensuring timely execution of your project tasks The ACTIVENet implementations team operates within the framework of the Project Management Body of Knowledge as advocated by the Project Management Institute. The team leverages industry best practices gained through years of market -leading experience. ACTIVE has adapted traditional implementation methodology to a more efficient approach. Information is gathered during Implementation Planning and Scoping workshops. Net configuration changes are made in the lab and then presented back to the City during the "Solution Walk -Through" workshop. This allows the City to see the solution early in the implementation process. The Professional Services team is available to configure a system to drive operational efficiency during a typical installation. The following diagram illustrates the phases for an implementation schedule for a new customer who is going to install ACTIVENet. Business needs would dictate the configuration of a desired GIS component. Planning H Implementation BusinessLI___ a Data Data I User ; t+rn�rn Review Rrvlr►r Enay Te,%Ung E T alnTealn I n9 Integration Prole49 team Needs Anatytla Contsg�raUon ' vw Tea.ng Tratntng Implementation Plan Go -Line We understand that your business must keep running while we implement ACTIVENet; therefore, we have built in flexible timelines and minimized the time your team needs to spend with your consultant and away from their work. The more flexible you can be with your schedule, the more options you'll have and the sooner you can get your project started. Below is a sample project schedule for the Premium 7 implementation. As an existing ACTIVENET user, there will of course be no implementation time needed, unless you choose to add some core functionality to your existing system. Package Active Network, LLC Page A-15 10-34 ACTIVE Net Service Package PREMIUM 7 consists of the following Services: • onsite business process review • remote functionality review & data collection preparation • remote data collection review • remote data entry (inventory and policy controls) • onsite & remote user testing • LMS training • onsite supplemental training • remote Go Live preparation • remote bi-weekly project management meetings • remote hardware configuration • remote system optimization training The scope of Services is contained to the 7 functionalities of choice. 50% of total Service costs will be billed at Service initiation, payable within 30 days of the date of invoice. 50% of total Service costs will be billed at Service completion, payable within 30 days of the date of invoice. ScFaedule.77777 7, Initiation Project Launch Remote Week 1 Business Process Review Onsite Week 3 Module 1-3 Review & Data Collection Preparation Remote Week 5 Module 4-7 Review & Data Collection Preparation Remote Week 7 Module 1-3 Data Sheet Review Remote Week 9 Module 4-7 Data Sheet Review Remote Week 11 Module 1 & 2 User Testing Onsite Week 11 Module 3 & 4 User Testing Onsite Week 13 Module 5-7 User Testing Remote Week 15 Module ALL User Testing Remote Week 17 Training Plan Development Onsite Week 19 LMS Core Training N/A Week 21 Supplemental Training Onsite Week 23 & 25 Go Live Prep Remote TBD System Optimization Training Remote Project Planning Objectives for the Project Launch/Scheduling stage are: • Gain an understanding of required project roles • Gain understanding of the project life cycle • Establish a tentative project schedule • Reserve Active and Customer resources • Prepare for the Business Process Review Active Network, LLC Page A-16 10-35 Inputs for the Project Launch/Scheduling stage are: o Active Resource Availability ACTIVE o Customer Project Resource Availability Customer PM o Project Planning Guide ACTIVE o Data Assessment Sheet (blank) ACTIVE o Deliver Accounting Manual ACTIVE o ACTIVENet Look and Feel Guide ACTIVE a Technical Statement of Works (SOW's) ACTIVE Tasks for the Project Launch/Scheduling stage are: • Review ACTIVE project roles and responsibilities • Review your organizations required project roles and responsibilities • Review ACTIVENet's project lifecycle • Review project schedule options • Review Basecamp use • Distribute the Data Assessment Sheets and other documents Deliverables for the Project Launch/Scheduling stage are: o Project schedule ACTIVE o Active Project team assignments ACTIVE n Customer project team assignments Customer PM o Complete Data Assessment Sheet Customer SME o Review Accounting Manual Custome r Accounting Team a Review Technical SOW's Custo mer Technical Team a Review Recommended Settings document Custo mer Technical Team o Booking the Business Review meeting room Customer PM o Setup Basecamp instance and provide login credentialsACTIVE Objectives for the Business Review stage are: • Understand your project goals • Understand your business policies and procedures • Understand your product and service offerings and establish a data collection strategy • Understand your IT infrastructure • Understand your accounting needs Active Network, LLC Page A-17 10-36 Identify project risks O Finalize project schedule and go live date Inputs for the Business Review stage are: O Competed data assessment sheet Customer SME Reviewed Accounting Manual Customer Accounting Team General Data Collection Sheet (Blank) ACTIVE Provide images and waivers to Basecamp Customer SME Tasks for the Business Review stage are: • Review project goals • Review the Data Assessment Sheet • Review General Data Collection Sheet so that the Customer knows how to fill it out • Discuss the other Data Collection Sheets at a high level • Discuss accounting needs Review technical system requirements Discuss peripherals being used by the Customer © Create a communication plan (for project team, Customer stakeholders, staff and customers) • Maintain a Project Risk Log • Review Active Learning Management System (LMS) and plan out courses for next sessions Deliverables for the Business Review stage are: o Data Assessment Sheet (populated) Customer SME/ACTIVE o Data Collection Sheets (blank) A CTIVE e Project Risk Log Customer PM o Project Agenda for the remaining stages ACTIVE o Basecamp dates and tasks updated ACTIVE o LMS link and logins ACTIVE Implementation Objectives for the Data Collection stage are: • Capture your organizations inventory of all product and services in a format for use during data entry. • Review/Overview of the ACTIVENet modules to be used Inputs for the Data Collection stage are: Provide maps to Basecamp SME Customer Active Network, LLC Page A-18 10-37 Data Collection Sheets (completed) Customer SME Tasks for the Data Collection stage are: • Populate the Data Assessment Sheets with inventory of all product and services. • Complete assigned LMS courses prior to the sessions • Determine who will enter the data (Active and/or the Customer) • Demonstrate standard workflows of ACTIVENet modules Deliverables for the Data Collection stage are: Data Collection Sheets (Populated) Customer SME Objectives for the Data Review stage are: • Ensure the Data Collection Sheets are complete and accurate • Initial introduction to the ACTIVENet application modules Inputs for the Data Review stage are: Completed data assessment sheet Customer SME Tasks for the Data Review stage are: Review the Data Collection Sheets for completeness Perform validation checks on data collection sheets C Assign Learning Management System courses to staff for testing phase Deliverables for the Data Review stage are: Data Collection Sheets (Populated) Customer SME Objectives for the Data Entry stage are: Configure and populate ACTIVENet database in accordance to your business needs Inputs for the Data Entry stage are: G Competed data assessment sheet Customer SME Tasks for the Data Entry stage are: • Configure ACTIVENet in conjunction with the Data Assessment Sheet • Populate ACTIVENet with product and services from the Data Collection Sheets. This is non-customer/transaction data. • Audit ACTIVENet to ensure alignment with Data Collection Sheets Deliverables for the Data Entry stage are: Active Network, LLC Page A-19 10-38 ACTIVENet database (Configured and populated) ACTIVE Objectives for the User Testing stage are: Test the functional integrity of the system configuration against business cases Update configuration as needed Inputs for the User Testing stage are: C User testing templates ACTIVE o Test cases and workflows to review Customer SME Tasks for the User Testing stage are: • Review front -desk transactions for each functional area in ACTIVENet • Review online transactions for each functional area in ACTIVENet • Review reports for each functional area in ACTIVENet Review communication tools for each functional area in ACTIVENet • Determine mitigation strategies for each functional gap • Update configuration in accordance with testing results • End to end test of credit card processing and bank reconciliation Deliverables from the User Testing stage are: U ACTIVENet (tested) Active/Custo mer SME • Configuration is updated as needed Active and Customer SME • Detailed review of ACTIVENet modules Customer SME • Updated test cases Customer SME Objectives for the Training stage are: • Introduce organization trainers to the Active online LMS training tool • Empower the project team to understand best practices for conducting end -user training • Empower the project team with a strategy and tools to conduct end -user training. • Create and update training material for the end users • Create an end user training plan Inputs for the Training stage are: Active Network, LLC Page A-20 10-39 • Training Manual template and quick reference guides ACTIVE • Provide list of Organization trainers Customer PM Training room booked and prepared Customer PM Tasks for the Training stage are: • Provide base training materials • Trainers have completed the assigned LMS courses prior to the sessions • Modify training manual in accordance with system usage • Provide supplemental training session on workflows not covered in the LMS • Develop training plan for delivering end -user staff training • Secure resources to execute training plan Deliverables for the Training stage are: • Customized Training Manual Customer Trainers • Training Plan Customer PM Deployment Objectives for the Workstation Readiness stage are: Ensure all workstations have access to ACTIVENet Ensure all workstations designated to operate ACTIVENet are configured with the appropriate 3rd party software Ensure all workstations designated to operate ACTIVENet are configured with the appropriate hardware Inputs for the Workstation Readiness stage are: Existing Peripheral Hardware List Customer PM Additional Peripheral Hardware (if required) ACTIVE System Requirements ACTIVE Hardware Configuration Guides ACTIVE Tasks for the Workstation Readiness stage are: • Install, configure and test third -party software required by ACTIVENet • Install, configure and test hardware required by ACTIVENet • Bookmark ACTIVENet sites on workstations Deliverables for the Workstation Readiness stage are: O Configure and test single workstation with peripherals Active Network, LLC Page A-21 10-40 (ACTIVE and Customer Desktop) Configure and test remaining workstations and peripherals Customer Desktop Objectives for the End User Training stage are: • Train system users on software operations • Communicate software escalation procedures Inputs for the End User Training stage are: • End -user training guide Customer Trainers • Training plan Customer Trainers • Training rooms are booked and prepared Customer PM Tasks for the End User Training stage are: U Execute training plan Deliverables for the End User Training stage are: All Staff trained Customer Trainers Go Live Conversion Objectives for the Planning stages are: • Identify type and scope of data to be manually entered into ACTIVENet • Identify resources • Identify timelines Inputs for the Planning stage are: Necessary data for entry is identified and quantified Customer SME's Tasks for the Planning stage are: Review legacy system(s) for candidate data and determine scope of data for manual conversion Review staffing availability and determine resourcing o Review project schedule and determine timeline Deliverables for the Planning stage are: C Data conversion plan PM Customer Active Network, LLC Page A-22 10-41 Objectives for the Data Entry stage are: C Populate ACTIVENet with legacy data Inputs for the Data Entry stage are: Completed data conversion plan Customer PM Lists of the necessary data to be input Customer SME's Tasks for the Data Entry stage are: • Execute data conversion plan • Resources are booked • Validate data conversion in ACTIVENet Deliverables from the Data Entry stage are: ACTIVENet (populated) Customer SME's Go -Live Active Network consultants will conduct a meeting prior to go -live to confirm all tasks are complete and the system is ready to be the organization's true system of record. Objectives for the Go -Live Preparation stage are: • Ensure staff are competent in system use • Ensure workstations are ready for system use • Ensure data conversion is complete • Ensure project team understands how to escalate issues to ACTIVE • Ensure risks are captured and mitigation strategies are in place Inputs for the Go -Live Preparation stage are: • Prior stages are complete Customer PM • ACTIVE Support handbook ACTIVE • Go -Live Checklist ACTIVE Tasks for the Go -Live Preparation stage are: Review and validate staff training Review and validate workstation readiness Review and validate data conversion completeness Review Active Support policy and communication channels Handoff call with ACTIVE support team. Complete Go -Live checklist Deliverables for the Go -Live Preparation stage are: G Go Live checklist ACTIVE Active Network, LLC Page A-23 10-42 • Customer Support plan PM • Go Live plan PM Customer Customer Go -Live is the day that ACTIVENet becomes the system of record for your organization. Objectives for the Go -Live stage are: G Help with any issues or configuration questions Inputs for the Go -Live stage are: Go live plan Customer PM Tasks for the Go -Live stage are: C All prior stages are complete Deliverables for the Go -Live stage are: G Online payments are enabled Customer PM C End users processing in ACTIVENet Customer PM Active Network consultants will conduct a meeting 2 to 3 weeks after go -live to review any questions or follow up configuration required. Objectives for Post Go -Live Optimization stage are: • Optimize usage of ACTIVENet to perform front desk transactions and manage operations • Optimize usage of ACTIVENet to provide customers an online store Inputs for the Post Go -Live Optimization stage are: List of questions, issues and topics PM Tasks for the Post Go -Live Optimization stage are: c Session with the consultant Post Implementation and On -Going Support Customer Standard support phone hours are 9:00 a.m. through 6:00 p.m. Central Standard Time. Support can be contacted by phone, email, and through our case submission via ACTIVENet Answers. Active Network, LLC Page A-24 10-43 Inquiries received by Support are first handled by Tier I Support and then are escalated by the agent as needed. Escalation paths: Tier I Support to Tier 2 Support Tier 2 Support to Tier 3 Support Tier 3 Support to Development/DBA/Networking team (as needed) Support and Maintenance Services From time -to -time this information may be updated by ACTIVE, in which case the updated information will be available for review in an attachment on the following article on ACTIVENet Answers at http://support. activenetwork. com/0ctivenet/articles/en_US/Article/Support-and- Maintenance-Handbook A login is required to view this article. Access will be provided upon creation of your ACTIVENet site. SUPPORT AND MAINTENANCE SERVICES Annual Support and Maintenance Services. The following supplies and services are included in the Support Services and Maintenance Services provided by Active as determined by the level of Support Services and Maintenance Services purchased which are set forth in a separate Schedule. 1. General 1.1 In order to receive the benefit of the service levels contained herein, Client must be in compliance with the obligations of the Agreement. 1.2 Client understands and acknowledges that the Product is a commercial off -the -shelf product with core architecture that services many clients, and that Active is permitted to make changes to the Product hosting environment, network, telecommunications, data storage, and any/all other information technology infrastructure that underlies the Product, without seeking or obtaining any consent from Client. 2. Technical Support 2.1 Standard: This is the default level of Support and is included with your license to use Active's Software. Available between 9:00 a.m. and 6:00 p.m. Central Time, Monday through Friday, via telephone (800) 663-4991, email, and ACTIVENet Answers. Advanced, Premium, and Enterprise Support are offered at additional cost. 3. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during "Extended Support Hours" (those occurring after 6:00 pm and before 9:00 am Central Time, Monday Active Network, LLC Page A-25 10-44 through Friday, and any time during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of a "Call Priority Level I " issue, as defined in the table below. Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability. 4. Online Support. Access to the Active customer care web portal, knowledgebase, and online training materials, which are available at http://www.activenetwork.com/service-and- support/customer- support. 5. Upgrades. Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades. 6. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target. Call Priority Description Standard Level Completion arLyet Priority I Issues that result in Client's inability to fulfill All: I business day critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around. Priority 2 Issues significantly impacting the use of the Standard: 3 system, but which do not prevent core business days unctions from being fulfilled. Priority 3 All other issues, except those classified as Standard: 5 Priority 4 (i.e. how- to questions, business days reporting/reconciliation issues dvanced: 3 business days Enterprise: 2 business days Priority 4 Issues that are not time -sensitive or may beAll: None undertaken as a customer service initiative outside the scope of this attachment Active Network, LLC Page A-26 10-45 7. Services Not Included The following are excluded from all offered Support Services and Maintenance Services: • Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed. • Services which are required to remedy problems which do not stem from any defect in the Software. • Services which are required to remedy problems caused by lack of training of the Client's personnel. • Improper treatment or use of the Software. • Onsite or remote training services. • Full report customization service. • Database -specific services or assistance. 8. Restrictions The following actions will void the Support Services and Maintenance Services portions of the Agreement: • The use of any other application that modifies data in the database, whether created by you or otherwise. • The use or creation of any other application that competes with or replaces a module that is offered by Active to work with either the application or the application's database. 9. Annual Support and Maintenance Related to SaaS Services Only. The following Support Services and Maintenance Services are offered in conjunction with the above for SAAS Services Clients. Monitoring of connectivity and critical functionality at all times. • Site-down/critical issues response time of one (1) hour, with commercially reasonable efforts to advise your organization of the current status and expected resolution time. • Scheduled maintenance and Updates designed to address performance, with reasonable efforts to notify Clients of scheduled maintenance times and potential impacts to service. • Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action). Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Clients as soon as possible. Active Network, LLC Page A-27 10-46 Post [Implementation Support Software updates are released every three weeks. Hotfixes and patches are released on an as needed basis. Organizations are provided sprint -release documentation so that you can update your training and evaluate the changes. An email notifies your organization, so that you can upgrade your training environment and evaluate the changes. This advance notification helps customers feel "in the loop" with updates, content release, and point releases. Global Payments maintains appropriate incident management processes/procedures that support the Corporate Security Incident Response Plan developed in accordance with industry best practices, including NIST 800-61. Dedicated incident response personnel are responsible for monitoring, detecting, isolating, and managing incidents. In the event of a security incident, incident response personnel follow a documented Incident Response Plan framework and methodology for resolution. This methodology includes structure for reporting security incidents, analysis, determination of severity level, containment, eradication, recovery, and communications and documentation. The Corporate Security Incident Response Plan is reviewed and tested annually, at a minimum, and is approved annually by the Technology Committee, a sub -committee of the Global Payments Board of Directors. Sample Reports This section contains some sample reports. 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NSW 27562 Australia Phone: (800) 661-1196 FAX: (800) 661.1196 Emat: sales active com GEORGE COSTANZA 4586 W 10TH AVE NEW YORK, NY 95851 us Check: s0 Credit Card: so ECP So Gift Card: so EFTPOS: so Loyalty Points: so Payroll Deduct: so Total Received: $50 00 Rece0:a'00,e68 013 George C"Unu Salsa - Beginners #989 4586 w Ieth Ave Action: Enroll New Yon. NY M51 No Class on Feb 7 us Enrollment Effective Date Oct 2, 2019 4b pr n . (9161 555-a6M Ema.t gwst4s feld.00m Meets: From October 2, 2019 to November 6. 2019 ID 74 Each Wednesday from 6:45pm to 7 45pm Location: Coliseum Ballroom at Goodyear Community Center Checklist: I Hockey Waiver Receipt #1001868.013 Oct 2. 2019 3:43 PM 4C0 Y V E nenvorie Prepared By. Bryan Marken Customer ID. 74 Home phone: (916) 5554658. Work phone: -- Cash: 550.00 Memo: s0 Account: so Financial Aid: so EZ-Link: so NETS: s0 Stored Value Card: s0 Total Payments: 550.00 Payment Plan: SO Non Non Resident Per Seat 1.00 550.00 $50.00 Resident Fee Total Charges $50.00 I1C.�SliHnP`od.3C�l.00m/Curti%Cy�kQMBYSRONN%eA.td.?'eCeytrM90C Id'72D9880r19:n8hlrSl0n?[iMSIMh Mm00Y�ylS Sample Report: Receipt Confirmation to Active Network, LLC Page A-30 10-49 Permit Man Pe rmttun Cenrer Pa1anF �aao) 6q1-ns6 21St County Park Drlve FAX MOOT 661-1f96 Sydney. NSW AU 27562 Em"sales-sm—F --{ Customer Name &yarn Marken: - 732 Custcvner Type Regtdar Maagng Adaress 722 East 61h Stc t Grantkttk-, GA 90210 System User "an Marker! Meeting EIOCV71 =u^•mart' STAW DATE START UVE END DATE Aug 26, 20* 9:00 411 A-g 26. 2019 Pe5WT x 1-4 fees vn__s<;F-, 520 Cc, 'Eao,x1 ::,-- Canoes Notes Wagner Ctrter 515 N- West Ave. E:mhurst IL. U5 5=5 Prep Cooe Notes Set up an approprfaLe numty of lades and rhVs -iCTiVE �tvxsrN, Permit,; R1291 Status Apprawa Date Aug id• 2019 W_52 AM WOrk Phone Number (TT81233-4281 Hom Phme Nu.oer 1603y 9EA-4650 Cell Ptsw* N.anraer (T714233.4221 E—tflunress rm Payer Hryan maxim Reveal Fee SSO.OD Lkscourns 5000 SuCtetad 550.0D DePasm $200D 4epostt O= ousts SO.pJ Total Petma Fee 57000 Taal payment 520.00 Prt' unas SUM Lielanaa SSODO 1 resaurcgs) 1 r a: ksng{s) SudtataL"$70.00 END TIME ATTENDEE AW WO YAX 11 n—CW 25 5%or) mvs;s and Islrofmatlon INFORMATION ATION DBCPIPMN SIGNM STATUS G13C Warvrr Unchacaey Approved Venuers Unchecied Art%hn --.^.t the famsving ns a kst of Approved Ymtbrs- Make sue ynu nave yot r trsw ce do�um� Irrte ()C Parks pnar to bc" rg your—nt R129t ST3El<S Approve Sample Report: Facility Booking Permit $20.00 page , o: 3 Active Network, LLC Page A-31 10-50 Page 1 Of 1 Cash Receipts Report (Summary) Receipt Date/Time: From Sep 1, 2019 12:00 AM through Oct 2- 2019 11:59 PM Oct 2. 2019 3:24 PIA Cash Drawer Totals Grand Totals Cash: + $14,897.50 Total Cash Drawer. + $20,731.75 Cash Refunds: - 411.00 Sub -Total Manual Deduct: + SO.00 Sub -Total Cash: = $14,686.50 Check:+ S1.00000 Grand Total: $20,731.75 Sub -Total CashfCheck: = $15,686.50 Sub -Total From Account: + $0.00 Gift Card: + SO.00 Grand Total With From Account: _ $20,731.75 Gift Card Refunds: - S0.00 Sub -Total CashtCheckfGC: = $15,686.50 Sub -Total From ECP: + $ 100.00 Memo, + SO.00 Grand Total With ECP: = 520.831.75 Sub -Total CashlCheck.IGCtMemo: = $15,686,50 Sub -Total From Journal Entries: + 500.00 Credit Card: + $5.12525 Credit Card Refunds: - -$80.00 Grand Total With Journal Entries: = S 21,331.75 Sub -Total Credit Card: 55,D45.25 Debit Card: + SO.00 Debit Card Refunds: - S0.00 Sub -Total Debit Card: S0.00 Total Cash Drawer. _ 1 $20,731.75 Credit Card Totals MasterCard: $0.00 Visa: $4.629.25 American Express: $D.00 Other Payment $0.00 Unknown Card Type: $416.00 Sub -Totals Credit Cards: $5.04525 Transaction Total Counted Total CashtCheck $15,686.50 Credit Card S5,04525 Signature Verified by Sample Report: Cash Receipts Report Summary Active Network, LLC Page A-32 10-51 'age I Of 5 Cash Receipts Report Receipt Date.Time: From Sep 1. 2019 12 00 AA1 through Oct 2. 2019 11.59 PAI Receipt V Date Time user Payer Payment Type Payment Detail Payment °'' 20 3:23 PM Receipt Total Payment 1001017.004 Sep 4, 19 12 35 AM renewal. auto Smith, Robby Credit Card No: ' 111 1 Exp: Ste 00 092009 $1e DO 1001018.004 Sep 23. 19 12:34 AM renewal. auto Balboa. Rocky Credit Card No: ' l 111 Exp: 3120.00 1ar2010 S120.00 1001019.004 Sep 23. 19 12:34 AM renewal, auto Abbott Sister Cre,:4t Card No: ' 1111 Exp: 599.00 1012010 $DO CO 1001815.013 Sep 3. 19 3:32 PM Markert, Bryan Clinton, K" Cash S3,437.00 S3,437 00 1001816 013 Sep 10. 19 9,40 AM Markert, Bryan Costanza. George Cash $30,00 $ 30 00 1001817.013 Sep 10. 19 10:51 A I Markers, Bryan Marken, Bryan Cash S105.00 S105.00 1 OC 1819 013 Sep 10. 19 1 1:26 AAt Marken, Bryan Marken, Bryan Cash $118 00 S118CO 1001819.013 Sep 10. 19 11.41 AM Markert, Bryan BusK Laura Check No: 7654 $250.00 S250.00 1001820-013 Sep 10. 19 1228 PM Marken. Bryan Marken, Bryan Cash S198 35 S19e 35 1001M.013 Sep 10. 19 7:41 PM Markert. Bryan Markers Bryan Check No:'1234 S150.00 $150.011 1001823.013 Sep 11. 19 12:35 AM renewal. auto Costa iza. George Visa No: '4113 Exp: 5480.00 D4120 2 S480 DO 1001824.013 Sep 11. 19 6:30 AM Marken. Bryan Shepard. ACen Cash S850.00 MOM 1001827.013 Sep 11, 19 8 C3 AM Asarken. Bryan Marken Bryan Cash $30 00 S 30 CO 1091828.013 Sep 11. 19 8:09 AM Markert. Bryan Abbott, John Cash $30.00 S30.00 1001829.013 Sep 11. 19 SAS AM Marken. Bryan Block, Kyle Cash $30.00 S30 DO 1001830.013 Sep 11. 19 8:51 AM Marken, Bryan Abbott John Cash $215.85 S26.65 1001831.013 Sep 11. 19 9 52 AM Markert. Bryan Eisenhower, Dwight Cash S850.00 S850 00 1001832.013 Sep 11. 19 9:57 AM Marken, Bryan Marken. Bryan Cash $65.00 S65.00 1001833,013 Sep 11. 19 10:17 AAt Marken, Bryan Marken, Bryan Cash $500-00 SI-90 CO 1001934.013 Sep 11. 19 11:01 AM Marken. Bryan Jetson, George Cash S2,897.00 S2.897.00 1001335 013 Sep 12. 19 12:35 AM renewal, auto Markert Bryan Visa No: '4113 Exp: $480 00 1 ar202e S48O.CO 1001836.013 Sep 12. 19 12:35 AM renewal, auto Abbott John Visa No: '4113 Exp: WO.48 110=25 S480 48 1001837.013 Sep 12. 19 12:35 AAI renewal. auto Block. Kyle Visa No '4113 Exp: 5480 00 11 r'023 Sample Report: Cash Receipts Report Details Active Network, LLC Page A-33 10-52 Page 1 of 1 Activity Roster (Brief) Nov 25.2020 10-18 PM Learn to Skate (Thursdays) - Beginner -1145 Dates Aug 19, 2021 to Sep 9, 2021 Season: Spring 2020 Ages: 2Yr to 99Yr Time. 11:30 AM to 1220 PM Term Enroll Mirv&W: 0 to 10 Enrolled: 7 Weekdays: Th Site: Community Center Waiting List 0 Holds: 0 Type- Programs Location: Blue Rink Team PLaceholders: 0 Activity Category'Activiry Other Category: Skating Total: 7 Instructor(s): Robert Johnson, Susan Snvth Open: 3 ROSTER Transactions Shown Only # Enrollee Name Tx Qty Age Gndr Home Phone Work Phone Receipt # Team Name Area 1st Contact Name 1st Contact Phone 1 Ankens, Jennifer AN 1 12.1 F (916) 512-55:5 1CO2292.013 Central FutureVille 2 Block, Kyle AN 1 19.7 hl (858) 987-0541 1002297-013 3 Johnson, Chris AN 1 40.7 M (6(14) 987-9878 1CO2375 013 4 Markert, Frank AN 1 8.8 M (604) 984 1950 1002280.008 Northeast 5 MaAert. John AN 1 9-5 M (604) 984-4850 1CO2298.006 Northeast 0 Markert, Kate AN 1 22.9 F (604) 984-MM 1002276.006 Northeast Markert. RJ AN 1 20.0 M (604) 984-4850 1CO2292.006 Northeast AC = Enrollment `.tom team contact payment AP = Enrollment from ProAcvve PH = Deposit with hold AD = Enrollment from a deposit AT = Enrollment from a transfer PN = Depost with not hold AH = Enrollment from team place holder AV = Enrollment from direct RV = Withdrawal with a refund AL = Enrollment from lottery A'N = Enrollmem from the vrarting fisa TV = Wrhdrawal from a transfer AM = Team place holder enrollment AY = Enrollment from ProActive wth no hold WA = Waiting List with no hold AN = Normal enrollment PA = EnroOmem from the package TR = Trial class enrollm-nt AF = Modify Enrollment CV = Withdrawal with a credit RP = Reverse Payment Sample Report: Activity Roster Brief Active Network, LLC Page A-34 10-53 Page 1 of 1 Activity Roster (Brief with Payment) Nov 25, 2020 1D:16 PM Learn to Skate (Thursdays) - Beginner - 1146 Dates: Aug 19. 2021 to Sep 9, 2021 Season: Spring 2020 Ages: 2Yr to 99Yr Time: 11:30 AM to 12.20 PM Term Enroll Mr Max 0 to 10 Enrotled 7 Weekdays: Th Site: Community Center Waiting List: 0 Holds: 0 Type: Programs Location: Blue Rink Team Ptaoeholders: 0 Activity Category/Activity Other Category: Skating Total: 7 Instructor(s): Robert Johnson, Susan Smith Open: 3 ROSTER Transactions Shown Only 0 Enrollee Name Tx Qty Age Gndr Home Phone Work Phone Receipt # Tot Fee Tot Paid Due Area 1st Contact Name 1st Contact Phone 1 Aitken, Jennifer AN 1 12.1 F (016) 512-5555 1002282.013 $98.00 $98.00 $0.00 Central FutureVUle 2 Block. Kyle AN 1 19.7 ht (858) 987-8541 3 Johnsen. Chris AN 1 40-7 M (004) 987-9870 4 Marken, Frank AN 1 8.8 Al (604) 9&4.4650 5 Markert. John AN 1 9.5 M (604) 984-48W 8 Marken. Kate AN 1 22.9 F (CM) 084-4650 7 Markert, RJ AN 1 20.0 M (e04) 084-46W 100L'>07.013 580.00 S89.00 $0.00 1002375.013 589.00 S89.00 S0.00 1002280 OM S89.00 S89.00 $0.00 Northeast 1002208.006 $89.00 S89.00 $0.00 Northeast 1=78.006 S89.00 S89.00 S0.00 Northeast 1002292.D06 M.00 589.00 SOM Northeast AC = Enrollment from team contact payment AP = Enrollment from ProActive PH = Deposit with hold AD = Enrollment from a deposit AT = Enrollment from a transfer PN = Depost with not hold AH = Enrollment from team place holder AV = Enrollment from direct RV = Withdrawal with a refund AL = Enrollment from lottery AW = Enrollment from the waiting list TV = Withdrawal from a transfer AM = Team place holier enrollment AY = Enrollment from ProActrve with no hold WA = Waiting List with no hid AN = Normal enrollment PA = Enrollment from the package TR = Trial class enrollment AF = Modify Enrollment CV = Withdrawal with a credit RP = Reverse Payment Sample Report: Activity Roster Brief (with payments) Active Network, LLC Page A-35 10-54 Fife Home Insert Page Layout Formulas Data Review View Help Acrobat Sr-a-ch rhrrx Calibri -.4i - A A7 — — —'- 2NWiap Text General - I fa/JJ7 ' �I:J - Conditional Farm4at Cell Insert Deli Paste B I U G - A .. _ = = Merge & Center — — — — — - - % �oa' -0g as - Formatting-' Table- Styles- _ - Clipboard ry Font r Alignment r Number r.- styles Cc N4 f A 8 C D E F G H € I K L Terminat Customer Membership First Last Package Termination ion Member Membership 1 'ID ID Name Name Home Phone Email Category Package Name Date Reason Since Date Expiry 2 684 396 Charles Arcola 7907877877 activenett#Adult Swim Membership 1/31/2020 Other 11/15/2013 1/31/2020 3 560 504 Jill Bonk 6133933093 activenetc#Adult Swim Membership 1/31/2020 Other 4/2412015 1/31/2020 436 438 Bjorn Borg 2521347944 bjom_bor#Adult Swim Membership 1/31/2020 Other 7/14/2014 1/31/2020 3 936 667 Antoine Bucket 7809859847 activenett#Adult Swim Membership 1/31/2020 Other 6/19/2017 1/31/2020 6 1277 777 Pavel sure activenettPAdult Swim Membership 1/31/202G Other 2/5/2019 1/31/2020 7 591 388 Donnie Carter 4163892347 activenet(PAdult Swim Membership 1/31/2020 Other 11/6/2013 1/31/2020 8 597 398 Jimmy Carter 4163892347 activene£t#Adult Swim Membership 1/91/2020 Other 11/26/2018 1/31/2020 9 574 389 Joe Carter 4163892347 activenett #Adult Swim Membership 1/31/2020 Other 11/7/2013 1/31/2020 10 575 439 Michael Clemons 4162344938 activenett#Adult Swim Membership 1/31/2020 Other 7/17/2014 1/31/2020 11 691 563 loanie Cunningh, 7807977977 activene€i#Adult Swim Membership 1/3112020 Other 1/27/2016 1/31/2020 12 697 369 Johnny Cunningh, 7607877877 activenett#Adult Swim Membership 1/31/2020 Other 9/6/2013 1/31/2020 13 834 562 Arthur Eckstrom' 7804644844 activene£t#Adult Swim Membership 1/31/2020 Other 1/25/2016 1/31/2020 14 522 471 Wilma Flinstone 7804644844 activenett#Adult Swim Membership 1/31/2020 Other 1/7/2015 1/31/2020 15 708 500 Darren Flutie 7806988988 activene€t#Adult Swim Membership 1/31/2020 Other 4/22/2015 1/31/2020 16 707 365 Doug Flutie 7806988988 activenett#Adult Swim Membership 1/31/2020 Other 9/412013 1/31/2020 17 780 489 Melinda French activenett#Adult Swim Membership 1/31/2020 Other 2/24/2015 1/31/2020 18 779 481 Bill Gates activenetr#Adult Swim Membership 1/31/2020 Other 2/17/2015 1/31/2020 19 510 321 Jake Gilmour 7804987877 activenett#Adult Swim Membership 1/31/2020 Other 4/3/2913 1/31/2020 20 593 368 Nancy Gilmour 7804987877 activeneu#Adult Swim Membership 1/31/2020 Other 9/5/2013 1/31/2020 21 716 392 Ken Grlffey Ill 2064355990 activenetf #Adult Swim Membership 1/31/2020 Other 11/12/2013. 1/31/2020 22 747 624 Amy Grimm 7202347766 nelsonr19 #Adult Swim Membership 1/31/2020 Other 11/3/2016 1/31/2020 23 917 623 NorikQ Hamilton 6044540988 noriko@a #Adult Swim Membership 1/31/2020 Other 10/28/2016 1/31/2020 24. 664 _ 535 Tony Hawk 6047877877-activeneti#Adult Swim Membership 1/31/2020 Other 10/27/24115 1/3I/2020 Membership- 5tatistics-Parks-Rec ;+. 4 Sample Report: Membership Stats Export Active Network, LLC Page A-36 10-55 EXHIBIT B PRODUCTS AND SERVICES TERMS As used herein, "Agreement" shall refer to this Exhibit B, Products and Services Terms. Additionally, as used herein, "PSA" shall refer to The Professional Services Agreement With Active Network, LLC For Recreation Software Product and Services, to which this Exhibit B is attached. 1. AGREEMENT STRUCTURE AND SCOPE. 1.1. Incorporation of Schedules. All Schedules shall be attached to the PSA or be attached to a duly executed amendment to the PSA to be effective. The parties may enter into new Schedules from time to time through an Amendment to the PSA which is duly executed by both parties. Each Schedule incorporates the terms of this Agreement. 1.2. Incorporation of EULAs. City's use of any Third Party Products hereunder may be subject to, and City will comply with, this Agreement and any applicable Third Party EULA(s), provided any such Third Party EULA(s) do not conflict with the terms of the PSA or this Agreement and Contractor timely provides written copies to City of any and all EULAs to which the City is required to comply. 1.3. Incorporation of Exhibits. City's use of any payment processing services hereunder will be subject to, and City will comply with, this Agreement and any applicable Exhibit(s) attached to the PSA. Additional Exhibits may be incorporated into the PSA by a duly executed written amendment to the PSA. 2. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION. 2.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Contractor and its licensors. City acknowledges that: (a) all Protected Materials are licensed and not sold; (b) City acquires only the right to use the Products in accordance with this Agreement, and Contractor and/or its licensors will retain sole and exclusive ownership of and all right, title, and interest in the Products, including the following: (i) all Intellectual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Contractor and its licensors. 2.2. Restrictions. Except as may be required by law or as may be authorized by Contractor, and unless otherwise set forth in a EULA, Exhibit, or Schedule, City will not itself, or through any City affiliate, employee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicense, in whole or in part, the Protected Materials; (b) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure, or other elements of the Products Active Network, LLC Page B-1 10-56 in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed pursuant to this Agreement to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereof; (f) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Contractor's prior written consent: (i) performance or capacity statistics, or the results of any benchmark test performed on the Products, or other valuable trade secrets of Contractor or its licensors; (h) without Contractor's prior written consent, perform or disclose or cause to be performed or disclosed any information related to any security penetration or similar tests; (i) disclose or otherwise use or copy the Protected Materials except as expressly permitted herein; (j) remove from any Products identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices' functionality or features; (k) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Contractor in and to any Products; (1) use the Products for other than authorized and legal purposes, consistent with this Agreement and all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restrictions; or (n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes. Further, City will: (o) not use the Products to transmit, publish, or distribute any material or information: (i) for which City does not have all necessary rights and licenses to do so, including any material or information that infringes, violates, or misappropriates the Intellectual Property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (p) not attempt to gain access to any systems or networks that connect to the Products except for the express purpose of using the Products for their intended use; (q) not engage in any activity that interferes with or disrupts the Products; and (r) not use the Products in violation of the CAN-SPAM Act, Canadian Anti -Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications. 2.3. Enforcement. City will (a) ensure that all City users of Products comply with the terms and conditions of this Agreement; (b) promptly notify Contractor of any actual or suspected violation thereof; and (c) cooperate with Contractor with respect to any investigation and enforcement of this Agreement. 2.4. Contractor Indemnification. To the extent not prohibited by law, and except to the extent attributable to City's negligence or misconduct, Active shall defend and indemnify City, and hold City and its City Council, boards and commissions, officers, Active Network, LLC Page B-2 10-57 agents, volunteers and employees (collectively, "Indemnified Parties") harmless, against any claim, action, regulatory action, demands, lawsuit or proceedings (whether threatened, asserted, or filed) made or brought against Indemnified Parties by a third party (whether threatened, asserted, or filed) ("Claim(s) Against Client"), including settlement, and payment of damages (including reasonable attorneys' fees) ("Client Losses"), to the extent that such Claims Against Client is based upon: (a) Active's provision of materials, products, or services as part of Active's obligations hereunder that infringe the Intellectual Property rights of any third party provided that such materials, products, or services are used by City in accordance with this Agreement; and (b) Active's negligence or willful misconduct in the services provided. Client shall: (i) promptly give Active written notice of the Claim Against Client, and Client's failure to give or delay in giving such notice to Active shall not relieve Active of any liability it may have to Client except to the extent that Active demonstrates that the defense of such Claim Against Client is prejudiced thereby; (ii) give Active sole control of the defense and settlement of the Claim Against Client, which Active may not settle any Claim Against Client without Client's prior written consent unless such settlement includes a complete and final release of liability against Indemnified Parties and does not impose any obligations on Indemnified Parties; and (iii) gives Active all reasonable assistance, at Active's expense. 2.5. Infringement. Active shall have no liability or obligation under Section 2.4 above or otherwise to the extent a Claim Against Client is based upon: (i) use of the Products in combination with software or hardware not provided by or specified by Active in the Documentation, if infringement would have been avoided in the absence of such combination; (ii) modifications of the Products made by any individual or entity other than Active or at Active's written direction; or (iii) use of the Products by Client or any User in a manner not expressly permitted by this Agreement. If Active has reason to believe that the Products may infringe or misappropriate any third party Intellectual Property right or otherwise give rise to an infringement or misappropriation Claim Against Client, Active may in its sole discretion and at no cost to Client (a) modify the Products so that they no longer infringe or misappropriate or (b) obtain a license for Client's continued use of that Products in accordance with this Agreement. If Active determines (a) and (b) above are not reasonably practicable, Active may (x) terminate Client's subscriptions for the Products, if applicable, or (y) terminate the PSA and thereby terminate this Agreement, if Client is not using the Products on a subscription basis, upon thirty (30) days' written notice and Active will refund to Client any prepaid fees covering the remainder of the Term (as defined in the applicable Product Attachment) of the subscription(s). Active's defense and indemnification obligations in Section 2.4 above do not apply to the extent a Claim Against Client arises from Client's breach of this Agreement. 2.6. City Indemnification. To the extent not prohibited by law, and except to the extent attributable to Active's negligence or willful misconduct, Client will defend Active, and hold Active and its Affiliates and their respective employees, directors, successors and permitted assigns harmless, against any claim, action, regulatory action, demands, lawsuit or proceedings (whether threatened, asserted, or filed) made or brought against Active by a third party to the extent that such claim is based upon (a) any actual, alleged or anticipated breach by Client of this Agreement; (b) injury or death to a person Active Network, LLC Page B-3 10-58 or damage to property resulting from the participation in an Event (as defined in the applicable Product Attachment) operated by Client in connection with the Products; (c) Client's provision to Active of materials, products, or services as part of Client's obligations hereunder that infringe the Intellectual Property rights of any third party provided that such materials, products, or services are used by Active in accordance with this Agreement; (d) use or unauthorized disclosure of Participant Information by Client or other third parties to whom access is given to Participant Information as provided hereunder; (e) Client's use of the Products in violation of Section 3.2 (Restrictions) of these General Terms; and/or (f) any claims for refunds or chargeback requests from End Users ("Claim(s) Against Active"). To the extent not prohibited by law, and except to the extent attributable to Active's negligence or willful misconduct, Client will indemnify Active from any damages, liabilities, losses, expenses, fines, penalties and/or judgments, attorney fees and costs finally awarded against Active as a result of, or for any amounts charged to Active, recoverable from Active and/or paid by Active under a Client and court - approved settlement of, a Claim Against Active ("Active Losses"); provided Active (i) promptly gives Client written notice of the Claim Against Active; provided, however, that Client shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Client's ability to defend the Claim Against Active; (ii) gives Client sole control of the defense and settlement of the Claim Against Active (except that Client may not settle any Claim Against Active unless it unconditionally releases Active of all liability), and (iii) gives Client all reasonable assistance, at Client's expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Active arises from Active's breach of this Agreement, or to the extent attributable to Active's negligence or willful misconduct. 2.7. Sole Remedy. This "Mutual Indemnification" Section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for a third party claim that constitutes either a Claim Against Client or a Claim Against Active as described in this Section. 3. DISCLAIMERS AND LIMITATION OF LIABILITY. 3.1. EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITY ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR -FREE OR "BUG" -FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON -INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF Active Network, LLC Page B-4 10-59 PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CITY'S REQUIREMENTS. CONTRACTOR WILL NOT BE LIABLE TO CITY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT PRODUCTS, LOST DATA, LOSS OF USE OF INFORMATION OR PRODUCTS, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE'S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO (1) TWICE THE AMOUNT OF FEES ACTUALLY PAID BY CITY AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT, OR (II) IF NO SUCH PAYMENTS HAVE BEEN MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY'S CURRENCY), AS APPLICABLE. 3.2. FOR THE PURPOSES OF THIS SECTION AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT, REFERENCE TO ACTIVE WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS. 3.3. Subject to the terms and conditions of this Agreement, Contractor warrants to City that for the duration of this Agreement all Products to be delivered hereunder will be of the kind and quality designated or specified by Contractor in Exhibit "A". 4. SERVICES. 4.1 Contractor will provide the Products related to events, camps, licenses, classes, tickets, contests, permits, facility/equipment use, transactions, sales, memberships, reservations, donations, and/or activities (together, "Event" or "Events"), including without limitation access to its Products. City agrees to cooperate with Contractor and to provide Contractor with certain information relating to City's organization as necessary for Contractor to provide the Products. Products provided hereunder are deemed delivered when access is made available to City. 5. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION. 5.1. Contractor hereby grants to City a limited, non-exclusive, non -transferable, non-sublicensable license during the Term of this Agreement (a) to use the Products for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with City's Event(s) solely in accordance with the Agreement and the Schedule, which for Active Network, LLC Page B-5 10-60 purposes hereof will include the support and maintenance handbook applicable to the Products (available for review in the City portal), as may be updated from time to time, and (b) to display, reproduce, distribute, and transmit in digital form Contractor's name and logo solely for the purposes set forth in this Section 2. City hereby grants to Contractor a limited, non-exclusive, non -transferable, non-sublicensable, license to use information provided by City relating to City's organization and Event, which may include content regarding the Event, City's organization's name, trademarks, service marks, and logo (collectively, the "Marks"), in connection with the promotion of City's organization or Events. 5.2. City will make reasonable efforts to promote and encourage the use and availability of the Products in connection with the promotion of Events. During the Term of this Agreement, Contractor will be the primary provider of registration software and other services similar to the Products provided to City hereunder for all of the City's Recreation and Senior Services Department Events for which registration begins during the Term of this Agreement until the Event occurs. For clarity, if an Event occurs after this Agreement is terminated, other than for Contractor's uncured material breach, and registration for such Event begins during the Term of this Agreement, then Contractor's Products shall be used. City expressly understands and agrees that the priority set forth in this Section is consideration in exchange for the pricing and other benefits being provided to City hereunder. Without limiting the foregoing, City's Recreation and Senior Services Department will not enter into any agreement, arrangement, or relationship with any other party to be the primary provider of online registration or transaction processing services similar to the Products provided to City hereunder. Contractor agrees that City may continue to utilize its existing service providers in the capacity that they are currently being used at the time of execution of this Agreement. 6. INFORMATION COLLECTION. 6.1. Contractor collects certain information from End Users, individuals, and/or licensees as part of the registration process for Events (collectively, "Participant Information"). City may login to Contractor's data management system to access the Participant Information. City is responsible for the security of its login information and for City's use or misuse of such information. City will immediately disable a user's access who is using the Products on its behalf or notify Contractor in writing if any such user is no longer authorized or is using such information without City's consent. Contractor may rely, without independent verification, on such notice, and City, inclusive of City's parent, subsidiaries, and affiliated entities, as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives, to the extent not prohibited by law, covenant not to sue and agree to defend, indemnify, and hold harmless Contractor from any claims arising from Contractor providing, denying, suspending, or modifying access to or use of the Products of any individual as directed by City or by someone who Contractor reasonably, under the circumstances, believes is authorized to act on behalf of City. In consideration for the City agreeing to defend, indemnify, and hold harmless Contractor as stated herein, in the event of any dispute between two or more parties as to account ownership, Contractor Active Network, LLC Page B-6 10-61 shall defer to City's instruction regarding such dispute in its sole discretion and City's decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all Parties. City agrees not to use the Products to collect or elicit (a) any special categories of data (as defined in the General Data Protection Regulation, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade -union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by Contractor, and in such event, only in pre- defined fields within the Products that are intended for that purpose; or (b) credit card information other than in pre -defined fields within the Products that are intended for that purpose. 6.2. Both parties agree to use the collected information in compliance with (a) all applicable laws, rules and regulations, including, without limitation, those governing privacy and personal information (e.g., by including an appropriate CAN-SPAM Act and Canadian Anti -Spam Legislation opt out mechanism in email communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card network rules and Payment Card Industry Data Security Standards; and (c) Contractor's privacy policy, as published on its website or otherwise provided by Contractor from time to time. 6.3. Notwithstanding anything to contrary, both parties agree that Participant Information shall be kept confidential and shall not be sold, released, disseminated, licensed, or otherwise disclosed in any manner or to any third party except to the extent necessary to facilitate the End Users' desired transaction, or as required by law. 7. NON -APPROPRIATION. City's obligations and all amounts payable hereunder are contingent upon sufficient appropriations therefore by City's governing body. If sufficient appropriations are not made, City will notify Contractor of the same, and the PSA, and by extension this Agreement, will terminate forthwith. City represents that it intends to fulfill its obligations under this Agreement and reasonably believes that funds in amounts sufficient to fulfill these obligations lawfully can and will be appropriated and made available for this purpose. In the event funds are not appropriated in amounts sufficient to fulfill these obligations, City shall use its best efforts to satisfy any requirement for payment from any other source of funds legally available for this purpose. Notwithstanding the foregoing, City shall notify Contractor within ten (10) days of any action by City's governing body not to appropriate funds for payment of City's obligations hereunder, and will provide with such notice a copy of the resolution, minutes or recording of such action. 8. DEFINITIONS. "Client" means the City of Newport Beach (also referred to herein as, "City"). Active Network, LLC Page B-7 10-62 "Documentation" means the user instructions, release notes, manuals, or on-line help files in the form generally made available by Contractor, regarding the use of the applicable Products, as updated by Contractor from time to time. "Export Laws" means export control laws and regulations of the countries and/or territories in which Contractor operates or in which the Products are used, accessed, or from which the Products are provided. "Hardware" means computer hardware, equipment, and/or utilities supplied by Contractor pursuant to a Schedule. "Intellectual Property" means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, patent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of source (and the goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know-how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which Contractor has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of the Products hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing. "Maintenance Services" means the provision of Updates and Upgrades related to the SaaS. "Products" means, collectively, SaaS, Services, Hardware, and all other services, products, or materials provided by Contractor to City under the terms of this Agreement. "Professional Services" means the implementation, site planning, configuration, integration, and deployment of the SaaS, training, project management, or other consulting services. "Protected Materials" means Products, except for Hardware. "SaaS" means (a) the software as a service which is hosted by Contractor or its hosting providers and which is accessed by City and its users via the internet; (b) Contractor's web sites; and (c) associated services. SaaS functionality is subject to change from time to time at Contractor's sole discretion. Active Network, LLC Page B-8 10-63 "Services" means, collectively, (a) Professional Services; (b) Maintenance Services; (c) Support Services; and (d) any other services set forth in a Schedule. "Schedule" means the document, schedule, quote, pricing form, web page, order form, or similar document and the terms and conditions contained therein "accepted" (as described in the Preamble) by the parties that describes order -specific information, such as a description of Products ordered, features, options, license details, and fees. "Support Services" means the provision of technical assistance for SaaS or Hardware as further described in an applicable Exhibit and/or Schedule. "Taxes" means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal, provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Contractor's net income. "Third Party EULA" means the end user license agreement, if any, that accompanies the Third Party Products, which governs the use of or access by City to the applicable Third Party Products. "Third Party Products" means those hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties, together with all user manuals and other documents accompanying the delivery of the Third Party Products. "Updates" means bug fixes, patches, error corrections, minor releases, or modifications or revisions that enhance existing performance of the SaaS that are provided as part of Maintenance Services. Updates exclude Upgrades. "Upgrades" means a new SaaS release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in the release number to the left of the decimal point (by way of example only, release 5.0 designates an Upgrade from release 4.x). Upgrades exclude new products, modules or functionality for which Contractor generally charges a separate fee. Active Network, LLC Page B-9 10-64 EXHIBIT C SCHEDULE OF BILLING RATES ,,CTIVE net'worK. Company Address 717 North Harwood Drive, Suite 2500 Dallas, TX 75201 US Prepared By Sharon Kramer Opportunity Owner Scott Yeske Owner Email scott_yeskep.acti enetxork.com Bill To Name CITY OF NEWPORT BEACH Recreation & Senior Services Department Bill To Contact Jonathon Harmon Bill To Address 100 Civic Center Drive, E Bay Newport Beach, CA 92660 United States ACTIVENet - Functionality: Program & Activity Registration SaaS ACTIVENet - Functionality: Facilities SaaS ACTIVENet- Functionality POS SaaS (Point -of -sale) ACTIVENet - Functionality: Saas Memberships ACTIVENet - Public Access Saas ACTIVENet - Credit Card Processing SaaS Fee M ACTIVENet - (credit card refunds - flat SaaS fee) ACTIVENet-Annual Subscription Fee Saas ACTIVENet - Public Intertaoe - Online SaaS Transaction Fee ACTIVENet- Public Interface Fee Set SaaS up - passed to online registrant ACTIVENet - ACH Remittance- Every 2 Service weeks ACTIVENet - SaaS i Schedule Created Date 10111/2021 Quote Number 00122770 Currency USD Contact Name Jonathon Harmon Email jharmon@newportbeachca.gov Ship To Contact Jonathon Harmon Ship To Address 100 Civic Center Drive, E Bay Newport Beach, CA 92660 United States Rates for organizations between $1,500,000 to $6,000,000 in annual revenue through ACTIVE Net. Total Price 3.00 0.10 64,000.00 3.00 USD 64,000.00 Active Network, LLC Page C-1 10-65 • Active reserves the right, and may take additional measures to verify Client's account which may consist of reviewing publicly available data and/confirmation of Client provided information. Such verification measures will be completed in advance of remittance. • All fees described herein are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User. The payment options we offer may include MasterCard, Visa, American Express and Discover. • *Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice. Active Network, LLC Page C-2 10-66 EXHIBIT D INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary, excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Active Network, LLC Page D-1 10-67 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Cyber Liability Insurance. Contractor shall maintain cyber liability insurance with limits of not less than two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence. (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties. (3) data breach expenses payable whether incurred by City or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. F. Crime Bond in amount not less than $1,000,000 to include at a minimum employee theft, forgery or alteration, computer fraud and funds transfer fraud. G. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: Active Network, LLC Page D-2 10-68 A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability and cyber liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor Active Network, LLC Page D-3 10-69 sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Deductible/Self-insured Retentions. Any deductible or self -insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self -insured retention. The City may require the Permittee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the Permittee or the City. G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as Active Network, LLC Page D-4 10-70 required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Active Network, LLC Page D-5 10-71 EXHIBIT E From time -to -time the information in this Support and Maintenance Handbook document may be updated by Contractor, in which case the updated information will be available for review in an attachment on the following article on ACTIVE Net Answers at http://support.activenetwork.com/activenet/articles/en US/Article/Support-and-Maintenance- Handbook. Contractor shall provide timely written notice to City of any such updates. SUPPORT AND MAINTENANCE SERVICES Annual Support and Maintenance Services. The following supplies and services are included in the Support Services and Maintenance Services provided by Active as determined by the level of Support Services and Maintenance Services purchased which are set forth in a separate Schedule. 1. General. 1.1 In order to receive the benefit of the service levels contained herein, Client must be in compliance with the obligations of the Agreement. 1.2 Client understands and acknowledges that the Product is a commercial off -the - shelf product with core architecture that services many clients, and that Contractor is permitted to make changes to the Product hosting environment, network, telecommunications, data storage, and any/all other information technology infrastructure that underlies the Product, without seeking or obtaining any consent from Client. 2. Technical Support. This is the default level of Support and is included with your license to use Contractor's Products. Available between 9:00am and 6:00pm Central Time, Monday through Friday, via web portal (http://www.activenetwork.com/service-and-supporUcustomer-support). 3. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during "Extended Support Hours" (those occurring after 6:00pm and before 9:00am Central Time, Monday through Friday, and any time during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of a "Call Priority Level 1" issue, as defined in the table below. Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability. 4. Online Support. Access to Contractor's customer care web portal, discussion forums, knowledgebase and online training materials, which are available at http://www.activenetwork.com/service-and-supporUcustomer-support. 5. Upgrades. Contractor shall also provide Upgrades of the Product and free assistance in planning the Upgrades. 6. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target. Active Network, LLC Page E-1 10-72 Call Standard Priority Description Completion Target Level Priority 1 Issues that result in Client's inability to fulfill 1 business Day critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around. Priority 2 Issues significantly impacting the use of the 3 business day system but which do not prevent core functions from being fulfilled. Priority 3 All other issues, except those classified as 5 business days Priority 4 (i.e. how-to questions, repo rti n/reconciliation issues). Priority 4 Issues that are not time -sensitive or may be None undertaken as a customer service initiative outside the scope of this attachment. 7. Services Not Included. The following are excluded from all offered Support Services and Maintenance Services: • Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed. • Services which are required to remedy problems which do not stem from any defect in the Software. • Services which are required to remedy problems caused by lack of training of the Client's personnel. • Improper treatment or use of the Software. Onsite or remote training services. • Full report customization service. • Database -specific services or assistance. 8. Restrictions. The following actions will void the Support Services and Maintenance Services portions of the Agreement: • The use of any other application that modifies data in the database, whether created by you or otherwise. • The use or creation of any other application that competes with or replaces a module Active Network, LLC Page E-2 10-73 that is offered by Contractor to work with either the application or the application's database. 9. Annual Support and Maintenance Related to SaaS Services Only. The following Support Services and Maintenance Services are offered in conjunction with the above for SaaS Services Clients. • Monitoring of connectivity and critical functionality at all times. • Site-down/critical issues response time of one (1) hour, with commercially reasonable efforts to advise your organization of the current status and expected resolution time. • Scheduled maintenance and Updates designed to address performance, with reasonable efforts to notify Clients of scheduled maintenance times and potential impacts to service. • Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action). Contractor may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Clients as soon as possible. Active Network, LLC Page E-3 10-74 EXHIBIT F SERVICE LEVEL AGREEMENT AVAILABILITY1UPTIME OF THE SOFTWARE 1. Service Level Commitment. The Product will have an Actual Uptime greater than or equal to 99.5% of the total possible minutes of system availability of the Product during each calendar month. 2. Definitions. Capitalized terms are defined below, unless otherwise defined within the body of the Agreement, the applicable Attachment, or Schedule. 2.1 "Actual Uptime" means, with respect to a particular calendar month, the percentage derived by dividing the total possible minutes of system availability of the Product during such month (' x") minus the total minutes of Downtime during such month ("y"), divided by the total possible minutes of system availability of the Product during such month (' x" ), expressed as follows: * 100 > 99.5% [(X -y Actual x Uptime = 2.2 "Downtime" means sustained Unavailability for 15 or more consecutive minutes, unless the Unavailability is the result of an Excused Outage. 2.3 "Emergency Maintenance" means maintenance performed by Contractor that occurs outside of the Regularly Scheduled Maintenance Period and Non -Regularly Scheduled Maintenance. 2.4 "Excused Outage" means an interruption of Client's use of the Products as a result of Regularly Scheduled Maintenance, Non -Regularly Scheduled Maintenance, Emergency Maintenance, Client's changes to Client's environment, Client's deferral or denial of Contractor's reasonable request that would otherwise prevent performance issues or system damage, outages caused by Client or Client's users, telecommunications or Internet services outages, software or hardware not provided and controlled by Contractor (including third party software or sites that are accessed or linked through the Products), or outages caused by circumstances beyond Contractor's reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or denial -of -service attacks. 2.5 "Non -Regularly Scheduled Maintenance" means maintenance performed by Contractor outside of the Regularly Scheduled Maintenance Period for which Contractor will endeavor to provide Client with at least twenty-four (24) hours prior written notification. 2.6 "Regularly Scheduled Maintenance" means the amount of Downtime resulting from maintenance performed during the Regularly Scheduled Maintenance Period. 27 "Regularly Scheduled Maintenance Period" means the time period that Contractor reserves for Scheduled Maintenance, which will occur outside of Client's normal business hours. 2.8 "Unavailability" means that Client's users are not able to complete transactions using the Product. Active Network, LLC Page F-1 10-75 City of Newport Beach s BUDGET AMENDMENT 2023-24 BA#• 24-049 ATTACHMENT B Department: Recreation & Sr Services ONETIME: ❑ Yes ❑ No Requestor: Matt Chong Approvak © CITY MANAGER'S APPROVAL ONLY ) Finance Director. omwevAtom Date 1 130 i v. 0 COUNCIL APPROVAL REQUIRED City Clerk: Date EXPLANATION FOR REQUEST: To increase revenue estimates and expenditure budget due to the update in charges to the City for the contract with Active ❑ from existing budget appropriations Net software. The City will be charged a flat 3% CC processing fee and an annual $64,000 technology for the software from add&unai estimated revenues subscription. It is estimated that this will lead to budget savings of approximately $56,000. ❑ from unappropriated fund balance REVENUES Fund # Org Object Project Description Increase or (Decrease) 010 0107014 521490 YOUTH PROGRAMS - YOUTH AFTER SCHOOL FROG 3,000.00 010 0107012 521475 ADULT SPORTS - ADULT SPORTS 4,000.00 010 0107019 521405 AQUATICS - AQUATICS PROGRAMS 4,000.00 010 0107014 521410 YOUTH PROGRAMS -YOUTH DAY CAMPS 6,500.00 010 0107021 521425 COMMUNITY YOUTH CENTER - FEE BASED CLASSES 8,000.00 010 0107011 521425 FEE BASED CLASSES - FEE BASED CLASSES 21,000.00 010 0107023 521425 MARINA PARK- FEE BASED CLASSES 3,000.00 010 0107023 521426 MARINA PARK- TIDELANDS FEE BASED CLASSES 10,000.00 010 0107020 521425 NEWPORTCOASTCOMMUNITYCENTER- FEEBASEDCLASSES 18,000.00 010 0107031 521640 OASIS - OASIS CLASS FEES 14,000.00 010 0107032 521470 OA515 FITNESS CENTER - FITNESS MEMBER FEES 3,000.00 010 0107032 521500 OASIS FITNESS CENTER -PERSONAL TRAINER FEES 1,500.00 010 0107012 521435 ADULT SPORTS -RACKET SPORTS 5,500.00 010 0107023 521455 MARINA PARK -SURFING CLASSES 16,000.00 010 0107012 521435 ADULT SPORTS -RACKET SPORTS 2,500.00 Subtotal $ 120,000.00 EXPENDITURES Fund tt Org Object Project Description Increase or (Decrease) $ 010 0107010 811008 PROGRAM SUPPORT -SERVICES PROFESSIONAL 64,000.00 Subtotal $ 64,000.00 FUND BALANCE Fund # Object Description Increase or (Decrease) $ 010 300000 GENERAL FUND - FUND BALANCE CONTROL 56,000.00 Subtotal $ 56,000.00 Fund Balance Change Required 10-76