HomeMy WebLinkAboutC-9514-1 - PSA for Recreation Software Product and Services1
CT PROFESSIONAL SERVICES AGREEMENT
WITH ACTIVE NETWORK, LLC FOR
V 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:
1. 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").
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.
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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
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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
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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.
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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.
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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.
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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 byway 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.
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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.
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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.
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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
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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
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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
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
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
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: I WZI
By:
ron C. Harp
City Attorney
ATTEST:
Date:
By:
Leil ni I. Brown
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: "A7 4a Z Y
By: ' GS ��- 1
�93 Will O'Neill
�1161 Mayor
y
CONTRACTOR: Active Network, LLC, a
Delaware limited liability company
Date:
Signed in Counterpart
By:
David L. Green
President, Treasurer, and Secretary
ND 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
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: 1 / 1(o%.K Date:
By: R6X d'\QJ V ( V-,bc By:
on C. Harp ,ems Will O'Neill
Citq Attorney ��� Mayor
ATTEST: CONTRACTOR: Active Network, LLC, a
Date: Delaware limited liability company
Date: PegOCoa" 22-,ZyZL-
By: By:
Leilani I. Brown David L. Green
City Clerk President, Treasurer, and Secretary
Attachments:
[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
EXHIBIT A
SCOPE OF SERVICES
__ ._ . ........ - ........ . - - ----- - _ - -- - -_� -- -- -
Active Network, LLC Page A-1
-ACTIVE
network
..... i
T: 888.543.7223
www.ACTIVEnetwork.com
August 02, 2021
Shaun Tormey, Buyer
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Re: RFP 22-02 Recreation & Senior Services Management Software System
On behalf of ACTIVE Network' (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 &t 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
Newport Beach 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 modem, 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 &activenetwork.com or by
phone at (858) 964.3938.
Sincerely,
Ux:uS�r�nnal hf�
President
Active Network, LLC Page A-2
Required Functions
Program Registration
Streamline programs, processes and participation in a single system with a modern, customizable
online registration experience.
Program Management
Manage program registration, configure pricing, build waitlists,
communicate with participants all with one flexible system.
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 Lasses
Active Network, LLC Page A-3
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.
fli7a!�i"�lstili
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
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
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
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
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
Keep organized lists of contacts by league, team, and officials
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 Sal -
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
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 Marketir, _;
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
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.
Create custom lists based on criteria as broad as
demographics, interests and age or as defined as activities.
Automatically assign customers to lists using the integrated custom
question tool.
Assign `interest lists' to activities to track customer
preferences based on registration patterns.
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
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
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.
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-10
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
5. User Management
ACTIVENet Module Guides
There are eight Module Guides, each of which are broken down into five courses, which
comprise of lessons.
I. 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
Section 504 Compliance
ACTIVENet partially satisfies this requirement.
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.
Role
Background
Senior Manager,
Name: Asher Squire
Professional Services
Phone: 800.661.1 196 x 1409
Email: Asher.Scuire activenetwork.corrn
Education: BA in Communications, Simon Fraser University
Experience: Asher oversees all consulting services in the
Local Public Sector (LPS) market within ACTIVE. He has over
ten years' experience implementing information systems
within the recreation market. He has
collaborated with many leading organizations in North America
including:
San Diego Park and Recreation
San Jose Parks, Recreation and Neighborhood
Services
Houston Parks and Recreation
Name: Nathaniel Strull
Manager, Technical
phone: 800.661.1 196 x 1431
Consulting Services
Email: Na+haniel.Strull(Dactivenetwork.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
Manager, Professional Name: Lomas SharmaPhone: 800.661.1 196 x 1435
Services
Email: Lomas.Sharma(c�activenetwork.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. LaiOactivenetwork.com
=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
%merica including:
City of Tempe, AZ
City of Pickering, ON
YMCA of Honolulu, HI
echnical Consultant rvame: Nevin (.nen
Phone: 800.661.1 196 x 1249
Email: Kevin.Chen@activenetwork.com
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:
- Boulder Parks & Recreation
City of San Antonio
Mohawk College
Project Team
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
Role
This person is...
Project Sponsor
the primary signing authority for the project. He or she engages
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,
Representative(s)
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's
specific use of ACTIVENet.
Project Arr • •
Our Professional Services methodology is built on the following principles
Understanding your business
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
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.
I t r
I I `� I
` Go -Live
Planningi Implementation s
Praiect
Business Data Data Data User Team
Review .ailacUon y* Ravlew Entry Testing. Training
Integration
Needs Mal a Canti uraUan User TesUn P"ct Team
Y� 9 9 Training
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
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.
Schedule
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
Week 11
Module 3 & 4 User Testing
Week 13
Module 5-7 User Testing
Week 15
Module ALL User Testing
Week 17
Training Plan Development
Week 19
LMS Core Training
Week 21
Supplemental Training
Week 23 & 25
Go Live Prep
TBD
System Optimization Training
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
Onsite
Onsite
Remote
Remote
Onsite
N/A
Onsite
Remote
Remote
Active Network, LLC Page A-16
Inputs for the Project Launch/Scheduling stage are:
Active Resource Availability
ACTIVE
Customer Project Resource Availability
Customer
PM
Project Planning Guide
ACTIVE
Data Assessment Sheet (blank)
ACTIVE
Deliver Accounting Manual
ACTIVE
ACTIVENet Look and Feel Guide
ACTIVE
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:
Project schedule
ACTIVE
Active Project team assignments
ACTIVE
Customer project team assignments
Customer
PM
Complete Data Assessment Sheet
Customer
SME
Review Accounting Manual
Custome
r Accounting Team
Review Technical SOW's
Custo
mer Technical Team
Review Recommended Settings document
Custo
mer Technical Team
Booking the Business Review meeting room
Customer
PM
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
Identify project risks
Finalize project schedule and go live date
Inputs for the Business Review stage are:
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:
Data Assessment Sheet (populated) Customer
SME/ACTIVE
Data Collection Sheets (blank) A CTIVE
Project Risk Log Customer
PM
Project Agenda for the remaining stages ACTIVE
Basecamp dates and tasks updated ACTIVE
LMS link and logins ACTIVE
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
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
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:
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
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:
User testing templates ACTIVE
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:
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
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
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:
Configure and test single workstation with peripherals
Active Network, LLC Page A-21
(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:
- 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
Review project schedule and determine timeline
Deliverables for the Planning stage are:
Data conversion plan Customer
PM
Active Network, LLC Page A-22
Objectives for the Data Entry stage are:
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:
Go Live checklist
ACTIVE
Active Network, LLC Page A-23
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:
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:
All prior stages are complete
Deliverables for the Go -Live stage are:
Online payments are enabled Customer
PM
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:
Session with the consultant
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
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
httv:I/suovort. activenetwork, comlactivenetlarticles/en_ USIArticlelSunnort-and-
Main tenance-Hand book
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
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.activenetworl<.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
Target
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
functions 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
Advanced: 3
business days
Enterprise:
2 business
days
Priority 4
Issues that are not time -sensitive or may be
All: None
undertaken as a customer service initiative
outside the scope of this attachment
Active Network, LLC Page A-26
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
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.
Active Network, LLC Page A-28
Page 2 of 1i' Facility 1 Equipment ; Instructor Utilization Oc3;�PM
3esx✓ation Date: From Feo 1, 2C lb through Cot 2. 2G ,9
Facility;
Facility! Equipment! Instructor
Days
Hours
Days
Hours Usage
Usage
Total
Center Name Equipment Type
Name(Number)
Available
Available Reserved Reserved
By Day By Hour
Attend
Goodyear Community Center Classroom
Classroom 0.02 (C2)
244
4.148.00
12
15_DD
4.92%
0.-M%
135
Goodyear Community Center Classroom
Classroom 003 (C3)
244
4,148.00
13
1625
5.33%
0.39%
2B
Goodyear Community Center Classroom
Classroom *}1 (C4)
244
4,148.00
38
313.50
15.57%
7.58%
1140
Facility Type Sub -Total:
732 12,4A4.00
63
344.75
8.61%
217%
1304
Goodyear Community Center Meeting Room
Handing: Community Room (MR -Al
244
4.148.00
2
4.00
0.82%
0.10%
2
Goodyear Community Center Meeting Room
Meeting Room B (NIR-B)
244
4,148.OD
37
77.50
15.10%
1.87%
357
Goodyear Community Center Meeting Room
Conference Room (MR-C)
244
4,148.00
2
8.50
0.82%
0.20%
17
Goodyear Community Center Meeting Room
Coliseum Ballroom (COLBALL)
244
4,148.00
18
24.00
7.38%
0.58%
332
Goodyear Community Center Meeting Room
Art Roam (ART)
244
4,148.00
9
14.50
3.&g%
0.35%
72
Goodyear Community Center Meeting Room
Meeting Room C (ADAM)
244
4,148.00
46
148.50
18.85%
3 5B%
1411
Goodyear Community Center Meeting Room
Sdiool Tour Room ISTR)
244
4,148.00
2
4.50
0.82%
0.11%
72
Goodyear Community Center Meeting Room
BurgoyeneRoom (BURGOVENE)
244
4,148.00
2
5.00
0.82%
0.12%
72
Goodyear Community Center Meeting Room
Lounge (LOUNGE)
244
4,148.OD
2
4.5D
0.82%
0.11%
72
Facility Type Sub -Total:
2196 37,332.00
120
291.00
5-46%
0.78%
2407
Goodyear Community Center Multi -purpose Room Mufti -Purpose Room S (MP-S)
244
4.148.OD
57
5-1.1-0
23.36%
1.31 %
520
Goodyear Community Center Multi -purpose Room Mubi-Purpose Room C (MP-Cl
244
4.148.00
83
118.75
34.02%
2.80%
958
Facility Type Sub -Total:
488
8,296.00
140
17325
28.69%
2.09%
1476
Goodyear Community Center Tennis Courts
Tennis Court4 (TN-8)
244
4.148.00
3
9!00
123%
0.22%
6
Goodyear Community Center Tennis Courts
Tennis Court I(RB1)
244
4.148.00
11
11.00
4.51%
027%
0
Facility Type Sub -Total:
488
8,286.00
14
X00
187%
0.24%
6
Goodyear Community Center Softball Field
Open Grass .Area ,i (OPEN 1)
244
4,148-OD
10
2O.D0
410%
0.48%
100
Facility Type Sub -Total:
244
4,148.00
10
20-00
4.10%
0.48%
100
Goodyear Community Center Pool
Main Pool (778011)
244
4,148.00
5
4.59
2.05%
0.11%
0O
Facility Type Sub -Total:
244
4,148.00
5
4.59
2.05%
0.11%
60
Goodyear Community Center Shelter
Whispering Pine Shelter (SH-1)
244
4,148.0D
12
12.00
4.92%
029%
288
Goodyear Community Center Shelter
Shc4ter#3 (SH-3)
244
4,148.0D
2
6.00
0.92%
0.14%
21
r3oodyearCommunityCenter Shefter
SheIter#4 IS
244
4,148.OD
2
3.25
0.82%
O.DB%
2
Facility Type Sub -Total:
732
12,444.00
16
2125
2.19%
0.17%
311
Goodyear Community Center Birthday Parties
Birltrday Pany Room - Ottawa
244
1.952.00
2
8.50
0.82%
0.44%
4
(PPRO 1)
Facility Type Sub -Total:
2"
1,952.00
2
8.50
0.82%
0.44%
4
Goodyear Community Center Festivals, Special
Festival Park ! Special Events
244
4.148.00
1
5.75
D.41 %
0.14%
3060
(FESTIVAL)
Facility Type Sub -Total:
244
4,148-00
1
5.75
0.41%
0.14°%
3000
Center Sub -Total:
5612 93,20&00
371
889.08
6.61%
0.95%
8668
Sample Report: Facility Equipment Instructor
Active Network, LLC Page A-29
1or2M19
Recap131001868.013
Main Recreation Center
2112 County Park Drive
Sydney, NSW 27562
Australia
Phone: (800) 661-1196
FAX: (800) 661-1196
Emad: sales@active.com
GEORGE COSTANZA
4586 W IOTH AVE
NEW YORK, NY 95851
us
Check:
s0
Credit Card:
s0
ECP:
s0
Gift Card:
s0
EFTPOS:
s0
Loyalty Paints:
$0
Payroll Deduct:
s0
Total Received:
$50.00
Receipt #1001868.013
Oct 2, 2019 3:43 PM
N!!CT1VE
networlr..
Prepared By. Bryan Markert
Customer ID: 74
Home phone: (916) 555-4658. Work phone:
Cash:
$50.00
Memo:
$0
Account
$0
Financial Aid:
$0
EZ-Link:
$0
NETS:
$0
Stored Value Card:
$0
Total Payments:
$50.00
Payment Plan:
$0
Ln4 QEy F,� whzir r:
George costan-
Salsa - Beginners #989 Non
Non Resident Per Seat 1.00 $50.00 $50.00
4586 W 10th Ave
Action: Enroll Resident
Fee
Mew York, NY 95851
No Class on Feb 7
u5
Enrollment Effective Date: Oct 2, 2019
Ham. phone: (916) 5554658
t:man: gws gs.inteld.com
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: -' Hockey Waiver
Total Charges $50.00
hrtps:lra nprod.scare.o�m/6umatry06lseMevShowReceiptsdRrereiptneatler fd=Y1498&ong�nslversmn=uue3n.w window=yes
Sample Report: Receipt Confirmation
My
Active Network, LLC Page A-30
Permit
Main Recreation Center PHONE (800y 661-1196
2i12 County Park Dnve FAX:(800y G61-1196
Sydney, NSW. AU 27562 EMAIL:sal•:s.uae*dve coxi
Customer Name Bryan Marken - 732
CUSIDMar Type Regular
Mailing Address 722 East 6th Street
GranMlse, GA 90210
System User Bryan Marker.
Meeting
Booking SUMMary
. XTfVE
na[v
Penntt Af R1291
Status Approved
Date Aug 14. 20191052 AM
Work Phone Number
{7 B1233-4281
Home Phone Number
1604I 984-4650
Cell Phmce Number
57781233-4281
Ema3 Address
Dry- markedagnall.com
Payer
Bryan Marken
Rental Fee
550.00
Discounts
$0.00
Subtotal
550,00
Deposits
$20.00
Depose Discounts
S0_no
Total Penntt Fee $70.00
Total Payment $20.00
Refunds $0.00
Balance $50.00
i reaourcetsl 1 booking(s) Subtotat $70-00
START DATE START TIME
END DATE END TIME
ATTENDEE AMT W!O TAX
Aug 26, 2019 9 D0 AM
Aug 26, 2019 It00 AM
25 55(100
Rental Fee 525.001 Wu, v. 2
55.).0G
Resource lew! fees
$20.00
Deposft Fee $20-00 1 Each x 1
S20.00
Center Notes
Wagner Center
615 N West Ave
Elmhurst, IL. US 60126
Prep Cade Notes
Set Up an appropriate number of tads and dlalrs.
Watver5 and InrOrm2tl7n
INFORMATION DESCPIP110N SIGNING STATUS
GHC Waiver Unchecked
Attachrnera
Approved Vendors Unchecked
Attachment
The f6liming is a list of Approved Vendors. Make sure you have your insurance documents Into OC Parks prior to booking your event
r R1291 Status Approved Page 1 of 3
Sample Report: Facility Booking Permit
Active Network, LLC Page A-31
Page 1 of 1 Cash Receipts Report (Summary)
Receipt DaWTime: From Sep 1.227019 12:00 AM through Oct 2019 11:59 PA1
Oct 2. 2019
3:24 PM
Cash Drawer Totals
Grand Totals
Cash: +
$14,697.50
Total Cash Drawer: +
$20,731.75
Cash Refunds: -
-$1 1.00
Sub -Total Manual Deduct: +
$0.00
Sub -Total Cash: =
$14,686.50
Check: +
51.000.00
Grand Total: _
$20.731,75
Sub -Total Cash/Check: =
$15,686-50
Sub -Total From Account: +
S0_00
Gift Card:+
SO.00
Grand Total With From Account: _
$20,731.75
Gift Card Refunds: -
SD.00
Sub -Total CasWCheckfGC: =
$15,686.50
Sub -Total From ECP: +
$ 100.00
Memo: +
SO.00
Grand Total With ECP: =
S 20.831.75
Sub -Total CasWChecklGCIMemo: =
$45,686.50
Sub -Total From Journal Entries: +
500,00
Credit Card: +
S5, 32c,25
Credit Card Refunds: -
-$80.00
Grand Total With Journal Entries: =
S 21,331.75
Sub -Total Credit Card:
$5,045.25
Debit Card: +
$0.00
Debit Card Refunds: -
$0.00
Sub -Total Debit Card:
SLOE -
Total Cash Drawer: _
$20,731.75
Credit Card Totals
MasterCard:
$0.00
Visa:
$4.829.25
American Express:
$0.00
Other Payment
M00
Unknown Card Type:
$416.90
Sub -Totals Credit Cards: $5,045.25
Transaction Total
Counted Total
CashiC.heck.
$15,686.50
Credit Card
$5,04525
Signature
Verified by
Sample Report: Cash Receipts Report Summary
Active Network, LLC Page A-32
'a9e I of 5 Cash Receipts Report
Receipt Date rrime: From Sep 1, 2019 12-00 AM through Oct 2, 2019 11:59 PM
Receipt Date Time User Payer Payment Type Payment Detail
Payment
°"- 2' ig
3:23 Pl,1
Receipt
Total
Payment
1001017.004
Sep 4, 19 12:35.43M renewal, auto
Smith. Robby
Credit Card
No: ' 1111 Exp:
31 &00
OP12DO9
S 1 t1.00
1001018.OD4
Sep 23, 19 12:34 AM renewal. auto
Balboa, Rocky
Credit Card
No: ' 1 i l l Exp:
5120.00
1012010
3120.00
100019.0(11
Sep 23, 19 12:34 AM renewal, auto
Abbott, Sister
Credit Card
No: 'I 111 Exp:
$29.00
1012010
S99.DO
1001815A13
Sep 3, 19 332 PM Marken, Bryan
Clinton, Hillary
Cash
53,437.00
$3,437.00
1001815.013
Sep 10, 19 9:49 AM Marken, Bryan
Costanza, George
Cash
$30.00
S30.00
1001817.013
Sep 10, 19 10:51 AM Marken, Bryan
Marken, Bryan
Cash
$105.00
S 105-DO
1001818.D13
Sep 10, 19 11:20 AM (harken, Bryan
Marken, Bryan
Cash
$118.00
$118.00
10D1819.013
Sep 10, 19 11 Al AAI Alarkert, Bryan
Bush, Laura
Check
No:7854
$250.00
$250-00
1001820.013
Sep 10. 19 12:28 PM Marken, Bryan
Marken Bryan
Cash
5198.35
S 198.35
10DIS22-013
Sep 10. 19 7:41 PM Marker Bryan
Marken, Bryan
Check
No: `1234
5150.OD
$15D_DO
1001823.013
Sep 11, 19 12:35 AP61 renewal, auto
Costanza. George
Visa
No: '4113 Exp:
5480.00
11412022
S490.00
1001824.013
Sep 11, 19 6:30 AM Marker Bryan
Shepard, Allen
Cash
5850.00
S&5D.00
1001827.013
Sep 11. 19 8:D3 AM Marker Bryan
Marikert, Bryan
Cash
$30.00
530.00
1001828.013
Sep 11, 19 8:09 AM Marken, Bryan
Abbot, John
Cash
$30.00
530.00
10D1829.013
Sep 11, 19 8:18 AM Marken, Bryan
Block., Kyle
Cash
$30.00
S30.DD
1001830.013
Sep 11, 19 8:51 AM Marken Bryan
Abtoit, John
Cash
$26.65
528.85
1001831.013
Sep 11, 19 9:52 AM Markert, Bryan
Eisenhower, Dwight
Cash
5850.00
S85D-00
1001832.013
Sep 11, 19 9:57 AM Marken, Bryan
Marker Bryan
Cash
$85.00
385.D0
1001833.013
Sep 11, 19 10:17 AM Marker,. Bryan
Marken, Bryan
Cash
SMO-00
S50O.DO
1001834.013
Sep 11, 19 11:01 AM Marker Bryan
Jetson, George
Cash
$2,897.00
S' 897.DD
1001835.013
Sep 12. 19 12:35 AM renewal, auto
Marken, Bryan
Visa
No: '4113 Exp:
5480.00
10,2025
S48D.OD
iDD183a.013
Sep 12, 19 12:35 AM renewal, auto
Abbott. John
Visa
No: '4113 Exp:
5480.48
D912D25
S480AS
1001037.013
Sep 12, 19 12:35 AM renewal, auto
BloclL Kyle
. ea
No: '4113 Exp:
5480.00
1112023
Sample Report: Cash Receipts Report Details
Active Network, LLC Page A-33
Page 1 of 1 Activity Roster (Brief) Nov10:1818 PPM2
Learn to Skate (Thursdays) - Beginner - 1145
Dares: Aug 19, 2021 to Sep 9, 2021 Season: Spring 2020 Ages: ZYr to 99Yr
Time: 11:30 AM to 12:20 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 Category7A: vity Other Category: Skating Total 7
Instructor(s): Robert Johnson, Susan Smith 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 Aitken, JennA-r AN 1 12.1 F (916) 512-55E3 1002282013 Central
FutureVille
2 Block. Kyle
AN
1 19.7
M
(858) 987-6541
100F297.013
3 Johnson. Chns
AN
1 407
M
(604) 987-9876
1002375.013
4 Maricert, Frank
AN
1 8.8
M
(6114) 084-4&60
100Z2B0.DD6
Northeast
5 Markert, John
AN
1 9-5
M
(6G4) 9844650
100229&000
Northeast
6 h4arkert, Kate
AN
1 22.9
F
(6114) 984-4650
1002276.006
Northeast
7 Markert, RJ
AN
1 20.0
M
(BG4i 984-1650
1002292.005
Northeast
AC
= Enrollment from team contact payment AP
= Enrollment from ProAmve
PHI
= DepcGit with hold
AD
= Enrollment Tom a deposit
AT
= Enrollment from a transfer
PN
= Depost with not hood
AH
= Enrollment from beam 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 holder enrollment
AY
= Enrollment from ProActive with no hold WA
= Wailing List with no hold
AN
= Normal enrollment
PA
= Enrollment from the package
TR
= Trial loss enrollment
AF
= Modify Enrollment
CV
= Withdrawal with a credit
RP
= Reverse Payment
Sample Report: Activity Roster Brief
Active Network, LLC Page A-34
F=" Activity Roster (Brief with Payment) Nov 25,2°2n
iDAG PM
Learn to Skate (Thursdays) - Beginner - 1145
Dates: Aug 18, 2021 to Sep 9, 2021 Season: Spring 2020 Ages: 2Yr to 99Yr
Time: 11:30 AM to 12:20 PM Term: Enroll Min'Max: 0 to 10 Enrolled: 7
Weekdays: Th Site: Community Center Waiting List 0 Holds: 0
Type- Programs Location: Blue Rink Team Plaeeholders: 0
Activity CategoryAActivity Other Category: Skating Total: 7
Instructor(s): Robert Johnson, Susan Smith Open: 3
ROSTER Transactions Shown Orgy
Enrollee Name Tx Qty Age Gndr Horne Phone Work Phone
1st Contact Name ist Contact
Phone
1 Aitken, Jennifer AN 1 12.1 F (918) 512-5555
2 Block, Kyle
AN
1
19.7
M
(858) 987-r3541
3 Johnson, Chas
AN
1
40.7
161
(8D4)1)87-9870
4 Markert, Frank
AN
1
8.8
M
(804) 984-4fT0
5 64arkert, John
AN
1
9.5
M
(604) 984-4850
8 Markert, Kate
AN
1
22.9
F
(8D4) 984-1850
7 Markert, RJ
AN
1
2D.0
M
(8D4) 984-4850
Receipt €t Tot Fee Tort Paid Due Area
1 D02281013 $98.0D $98.00 $0.00 Central
Futuretflle
1002297.013
589.00
$89.00
SO.DD
1002375.013
$89.00
$89.00
30.00
1002280.008
589.00
589.00
50.00 Norheast
1002298_DD6
$89.00
589.0D
SO.DD Northeast
1002278_DO6
589.00
$89.00
SO.DD Northeast
1D02292_000
$89.013
589.00
30.00 Northeast
AC
= Enrollment from team contact payment AF
= Enrollment from ProAcsive
PH
= Deposit with hold
AD
= Enrollment from a deposit
AT
= Enrollment from a transfer
PN
= Depost with not hold
AH
= Enrollment from team ptac a holder
AV
= Enrollment from direct
RV
_ 'Nnhdrawal with a refund
AL
= Enrollment from lottery
ArAV
= Enrollment from the waiting list
TV
= INnhdrawal from a transfer
AM
= Team place holder enrollment
AY
= Enrollment from ProActive with no hold
WA
= Waiting Listwith no hcld
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
H
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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 activenetc#Adult
Swim Membership
1/31/2020 Other
11/15/2013
1/31/2020
3
560
504
Jill
Bonk
6133933093 activenett#Adult
Swim Membership
1/31/2020 Other
4/24/2015
1/31/2020
4
436
438
Bjorn
Borg
2521347944 bjom_bor#Adult
Swim Membership
1/31/2020 Other
7/14/2014
1/31/2020
5
936
667
Antoine
Bucket
7809959847 activenetc#Adult
Swim Membership
1/31/2020 Other
6/19/2017
1/31/2020
6
1277
777
Pavel
Bure
activenetc#Adult
Swim Membership
1/31/2020 Other
2/5/2019
1/31/2020
7
581
338
Donnie
Carter
4163892347 activenetc#Adult
Swim Membership
1/31/2020 Other
11/6/2013
1/31/2020
i3
597
398
Jimmy
Carter
4163892347 activenetc#Adult
Swim Membership
1/31/2020 Other
11/26/2013
1/31/2020
9
574
389
Joe
Carter
4163892347 activenetc#Adult
Swim Membership
1/31/2020 Other
11/7/2013
1/31/2020
10
575
439
Michael
Clemons
4162344988 activenetc#Adult
Swim Membership
1/31/2020 Other
7/17/2014
1/31/2020
11
681
563
Joanie
Cunningh;
7807877877 activenetc#Adult
Swim Membership
1/31/2020 Other
1/27/2016
1/31/2020
12
687
369
Johnny
Cunningh,
7807877877 activeneti#Adult
Swim Membership
1/31/2020 Other
9/6/2013
1/31/2020
13
834
562
Arthur
Eckstrom'
7804644844 activenett#Adult
Swim Membership
1/31/2020 Other
1/25/2016
1/31/2020
14
522
471
Wilma
Flinstone
7804644344 activenetc#Adult
Swim Membership
1/31/2020 Other
1/7/2015
1/31/2020
15
708
500
Darren
Fiutie
7806988938 activenetc #Adult
Swim Membership
1/31/2020 Other
4/22/2015
1/31/2020
16
707
365
Doug
Flutie
7806988988 activenetc#Adult
Swim Membership
1/31/2020 Other
9/4/2013
1/31/2020
17
780
489
Melinda
French
activenetc#Adult
Swim Membership
1/31/2020 Other
2/24/2015
1/3112020
18
779
481
Bill
Gates
activenetc#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
4/3/2013
1/31/2020
20
593
368
Nancy
Gilmour
7804987877 activenetc#Adult
Swim Membership
1/31/2020 Other
9/5/2013
1/31/2020
21
716
392
Ken
Griffey III
2064355990 activenetc#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
I 917
623
Noriko
Hamilton
6044540988 noriko@a #Adult
Swim Membership
1/31/2020 Other
10/28/2016
1/31/2020
24,
664
535
Tony
Hawk
6047877877 activenetc#Adult
Swim Membership
1/31/2020 Other
10/27/2015
1/31/2020
_
Membership_Statistics_Parks-Rec
ii'
Sample Report: Membership Stats Export
Active Network, LLC Page A-36
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
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
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, orfiled) 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
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
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 (11) 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
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
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
"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
"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
EXHIBIT C
SCHEDULE OF BILLING RATES
ACTIVE
network_
Company Address 717 North Harwood Drive, Suite 2600
Dallas, TX 75201
US
Prepared By Sharon Kramer
Opportunity Owner Scott Yeske
Owner Email
scotLyeske(a)activenetwork.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 &
SaaS
Activity Registration
ACTIVENet- Functionality: Facilities
SaaS
ACTIVENet - Functionality: POS
SaaS
(Paint -of -sale)
ACTIVENet - Functionality
SaaS
Memberships
ACTIVENet - Public Access
SaaS
ACTIVENet -Credit Card Processing
SaaS
Fee (%)
ACTIVENet - (credit card refunds - flat
SaaS
fee)
ACTIVENet-Annual Subscription Fee
SaaS
ACTIVENet - Public interface - Online
SaaS
Transaction Fee
ACTIVENet- Public Interface Fee Set I SaaS
up - passed to online registrant
ACTIVENet - ACH Remittance- Every Service
2 weeks
ACTIVENet - SaaS
Schedule
Created Date
1011112021
Quote Number
00122770
Currency
USD
Contact Name
Jonathon Harmon
Email
jharmonanewportbeachca_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
$8,000,000 in annual revenue through ACTIVE Net
Total Price
1
1
1
1
1
1
1
1
1
1
1
3.00
0A0
64,000
3.00
USD 64,000.00
Active Network, LLC Page C-1
• 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
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. Coveraae Reauirements.
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
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
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
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
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
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://si.ipport.activenetwork.com/actii,enet/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.
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:OOam and 6:OOpm Central Time, Monday through Friday,
via web portal (hftp://www.activenetwork.com/service-and-support/customer-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:OOpm and before 9:OOam
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-support/customer-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
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,
reporting/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
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
W:1:11:311r�
SERVICE LEVEL AGREEMENT
AVAILABILITYIUPTIME 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:
x Y * 100 > 99.5%
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.
2.7 "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
Mulvey, Jennifer
From: Chong, Matthew
Sent: March 05, 2024 7:26 AM
To: Mulvey, Jennifer
Subject: FW: A21-01910 Product & Service Agmt w Active Network LLC - Recreation software
Attached! Is it possible to get it signed today? Trying to get them to change our rates today.
Matt Chong
Budget Analyst
949-644-3224
From: Stinson, Mariah <MStinson@newportbeachca.gov>
Sent: March 04, 2024 2:12 PM
To: Chong, Matthew <mchong@newportbeachca.gov>
Subject: RE: A21-01910 Product & Service Agmt w Active Network LLC - Recreation software
Approved!
Nani,e:
Account Number:
Ad'd'.ress_
Status_
MARIAH STINSON I Administrative Assistant
Recreation & Senior Services Department
City of Newport Beach
City Hall - 100 Civic Center Drive, Bay E, Newport Beach, CA 92660
2 949-644-3158 1 `` J : mstinson@newportbeachca.gov
visit us: www.newportbeachca.gov/recreation
0 () @
c@CITYOFNEWPORTBEACH
From: Chong, Matthew <mchong@newportbeachca.gov>
Sent: February 26, 2024 1:47 PM
d
Active Network, LLC n
FV00001142
5850 Granite Pkvey #1200, Piano, TX
Currently in Compliance-
1