HomeMy WebLinkAboutACTIVE NETWORK, THE 2 - 2008City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION
G 200a
J
Please complete this form when the attached agreement is no longer in effect
Return form to the Clerk of the Council Office (M -30). l� ,
Call 647 -5237 if you have any questions.
The agreement with
No. //- 0'000 - 0027 was completed on 1 ,PI I r Q I
and final payment has been made.
K) -e5t6o -01
Revised 07 -23-07
Department: T MA-
Phone/Ext.: "1
Signature: A( r,,O ICk l
1
Date: -lit t I
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
DATF: -0 cZ
p'. (arks Reca. C2i
9,6r+ ceo ro t t
SOFTWARE MAINTENANCE AGREEMENT
N- 2008 -027
THIS AGREEMENT, made and entered into this 22nd day of February, 2008 by and
between The Active Network N.A., Inc. (hereinafter "TAN "), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California (hereinafter "City"), jointly referred to as the "Parties ".
RECITALS
A. The Parties entered into that certain Software License Agreement #A- 2005 -054, dated
March 21, 2005, whereby TAN installed and licensed City to use TAN's Recreation
Facility Management software.
B. The City continues to utilize the software and the Parties desire to provide for ongoing
maintenance and support of said software.
C. In undertaking the performance of this Agreement, TAN represents that it is
knowledgeable in its field and that any services performed by TAN under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
TAN shall provide software maintenance services as set forth in TAN's Software Support
and Maintenance Agreement, attached hereto as Exhibit A and incorporated by this reference.
2. COMPENSATION
a. City agrees to pay, and TAN agrees to accept as total payment for its services, the
rates and charges identified in Exhibit A. The total sum to be expended under this Agreement
shall not exceed $25,000 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on December 1, 2007 and continue for a one year
period. The City may extend the term of this Agreement, on an annual basis, by payment of the
annual invoice provided by TAN, and the execution of a written Amendment executed by the
Executive Director of the Parks, Recreation and Community Services Agency and the City
Attorney.
4. INDEPENDENT CONTRACTOR
TAN shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer - employee relationship, a joint venture relationship, or to allow
the City to exercise discretion or control over the professional manner in which TAN performs
the services which are the subject matter of this Agreement; however, the services to be provided
by TAN shall be provided in a manner consistent with all applicable standards and regulations
governing such services. TAN shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes.
5. EXCLUSIVITY AND AMENDMENT
This Agreement (including the Software License Agreement #A- 2005 -054, dated March
21, 2005) represents the complete and exclusive statement between the City and TAN with
respect to support and maintenance of the software licensed by TAN. In the event of a conflict
between the terms of this Agreement and any attachments hereto, the terms of this Agreement
shall prevail. This Agreement may not be modified except by written instrument signed by the
City and by an authorized representative of TAN. The parties agree that any terms or conditions
of any purchase order or other instrument that are inconsistent with, or in addition to, the terms
and conditions hereof, shall not bind or obligate TAN nor the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not embodied
herein.
6. ASSIGNMENT
Any rights of assignment or transfer of this Agreement shall be as provided in the Software
License Agreement #A- 2005 -054, dated March 21, 2005; provided, however, that TAN may assign
its rights, but not delegate its obligations under this Agreement as part of any secured investment or
credit facility and may otherwise assign this Agreement pursuant to a merger or acquisition
involving the sale of substantially all of TAN's assets or more than fifty percent (50 %) of its voting
shares to a third party, provided: (a) the City is promptly notified of such merger or acquisition
following its completion; and (b) the surviving entity of such merger or acquisition is willing and
able to assume all obligations of TAN under this Agreement.
7. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
8. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terns of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
Vh""A
�y PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHI fF
City Attorney
RECOMMENDED FOR
GERARDO MOUE)I'
Executive Director bf the
Parks, Recreation & Community
Services Agency
CITY OF SANTA ANNA
aA9----
DAVID N. REAM
City Manager
THE ACTIVE NETWORK, INC.
AL: 1-2
Alex Barre on
Senior Vice President
Tax ID# FEIN 33- 0884962
tits a -Y-f.�
300 -6400 Roberts Street I Burnaby BC I V5G 4C9
ExhibitA
Software Support and Maintenance Agreement
This document (the "Agreement"), consisting of:
a. the cover pages (collectively, "Cover Page"),
b. the attached table of supported Software ("Software Table');
c. the attached description of levels of annual support and maintenance ( "Levels Description ");
d. the attached Terms and Conditions of Active Support and Maintenance ("Terms and Conditions "); and
e. the attached certificate of insurance ( "Certificate of Insurance ")
constitutes the agreement between the undersigned customer ('Customer) and The Active Network N.A. Inc.
("TAN ") whereby, and TAN and the Customer hereby agree that, the Customer will acquire, and TAN will provide, the
software support and maintenance products and services described in this Agreement for the prices shown in the
table below. Any apparent contradiction among this Cover Page, the Software Table, the Levels Description, and /or
the Terms and Conditions is to be resolved by giving priority to the Terms and Conditions, followed by the Cover
Page, Software Table and Levels Description in that order.
Product or Service Description Cost
1. Support and Maintenance —Basic _$8_,812.50 _
2. Support and Maintenance— Premium
RE: 1 or 2: Preferred Renewal Date (Optional) - � � . (mm, dd, yyyy)
Total Cost $8,812.50
Payment Terms for Support and Maintenance
1. The cost for the Support and Maintenance services is payable annually in advance and is due in its entirety on
the Support Start Date, unless the Customer has specified a Preferred Renewal Data in the appropriate space in
the table above in which case only the cost of Support and Maintenance prorated from the Support Start Date to
the Preferred Renewal Date is payable on the Support Start Date. Thereafter, the Support and Maintenance fee
is payable in advance on every annual anniversary of the Support Start Date or, if there is a Preferred Renewal
Date, every anniversary of the Preferred Renewal Date (the applicable anniversary being the "Support Renewal
Date "). TAN will provide invoices to the Customer for all such amounts, such invoices due on the later of (a) the
Support Start Date or applicable Support Renewal Date, as applicable, and (b) 30 days after receipt of the
invoice. Overdue invoices shall bear interest at 1 % per month, 12.68% per annum.
2. Subject to the availability of an "Accreditation Discount" as described in the Terms and Conditions, the annual
cost of Support and Maintenance hereunder is 25% of the license fee which would be applicable if the Software
with respect to which Support and Maintenance are provided hereunder were licensed anew by the Customer at
TAN's standard license rates as they exist on the effective date hereof or the Support Renewal Date, as
applicable, provided that, excluding increases due to Support and Maintenance of additional Software from one
contractual year to the next, any increase in costs hereunder from one contractual year to the next may not
exceed ten (10) percent of the Support and Maintenance fees payable for the year just ending upon that Support
Renewal Date. _
3. The Customer will pay all shipping & handling charges, applicable sales, use, withholding and excise taxes, and
any other assessments in the nature of taxes, duties or charges however designated on the services rendered
under this Agreement, exclusive of taxes based on the net income of TAN.
4. All prices are in the currency of the country in which the Software is installed.
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The parties hereto each hereby acknowledge that they have read, understand and agree to be bound by this
Agreement.
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The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Cover Page 2 of 2) Page 2 of 8
Software Table: Licensed Active Software Modules
Module
No. of Copas of
Module SupporteN
Maintained
Initial Software
Uceming Cost
Total Module
Support(
Maintenance Cost
1. Program Registration (program Maintenance)
4.375
10
$1,750
N. RexFteg faulonriatcally licensed A i is licensed
7
1
Soo
125
r,. Memberships (Membership Maintenance
$1,750
W, FacWty Booking facillty Maintenances )
7
$1.750
3,062.50
v. QuickRez (licensed only with Services and ty)
Vi. Point of Sale POS Maintenance
$1750
'Z
Vii. Sport Scheduling
51700
w. Calendar
1
$600
125
ix. Telephone Cliarl LO leis imin. 44nes PVR Maintenance)
$1,750
--
x. Randomization
$50M
xi. Affix
AL CusiarnerSync
—
$5000
xiii. Portals
$5,000
m AssetS ync
$5,000
FinanceS ync
$1.750
437.50
x 1. BrochureS
1
$1,750
437.50
Wi. Multilingual (firries total of tarts 1 and iv licenses l
1
M
125
niii- Telephone Progratin FlagilWarion & Voice Server
$5,000
tax. Payment Processing Senior (Credit arid, Debit and Electronic Fun% TmstV
$5,000
7
Unr4analLkwariftip
XX. Integrated workstation Debit Card
$250
xxi. POS Touch Screen
$500
xxv. Kiosk
511.750
AWN of
wil Inlernet Program Registration
$5,000
niv. Internet Facilily Booldnq
55,000
M Maps
$2.500
mi. Internet Sports Schadulirig
$5.000
xWi. Internet Facility Availability
$5=
xWfi. Internet Client Login (25 Concurrent Users perrofted rllcense )
$5.000
System Moclulla*—Coafta Waded in coda of
nix. System Utilities as defined in the Tents and Conclitioria
Other 17
Ux. Reports
$500
xxxi. Membership Scanni2g Station
$500
L $8,812.50
Total cost indicated is potentially subject to reduction per Accreditation Discount.
As per the Cover Page, the amounts shown in the "Initial Software Licensing Cost" and 'Total Module Support/
Maintenance Cost" columns of the Software Table are applicable only upon the date of entry into this Agreement, and
are subject to change thereafter in accordance with this Agreement's terms.
The Active Network N.A. Inc. Support and Maintenance 11-11-04 (Software Table) Page 3 of 8
A,� M
Description of Levels of Annual Support and Maintenance
1. Basic
Basic Annual Support and Maintenance includes the following:
• Unlimited toll free telephone support between 6:00 am and 5:30 pm Pacific Time ( "PT ") Mon — Fri
( "Regular Support Hours ") and
• Unlimited dial -in access support (see Notes a, b and c below for qualification) for "system down" issues
(only) between 5 AM - 6 AM and 5:30 PM —11:00 PM (PT) weekdays and 5:00 a.m. —11:00 p.m. (PT)
Saturday and Sunday ( "Extended Support Hours ")
• Limited report customization & query support (i.e. calls of 15 minutes duration or less)
• Access to TAN's secure Web site
• Regular documentation and communications provided to the Customer
• New Releases and Versions as described in the Terms and Conditions
Notes:
a) Qualifying sites must have direct dial -in and Internet e-mail capability for Extended Support Hours.
b) Support calls placed during Extended Support Hours must be placed through an authorized contact
person.
c) Under Basic Annual Support and Maintenance, Support during Extended Support Hours is available only
for "system down" problems that result in the Customer's inability to fulfill critical business functions (i.e.
those pertaining to core functionality such as processing registrations, memberships, rentals) and that
have no reasonable work - around. All other calls — including all calls related to upgrades — placed by the
Customer within Extended Support Hours will be billed to the Customer under a separate agreement.
2. Premium
Premium Support provides for the same services as Basic Annual Support and Maintenance, and
additionally provides that, subject to Notes a) and b) above, all Support available during Basic Support Hours
is also available during Extended Support Hours.
3. Holiday Hours
The TAN Support Desk will be open with reduced staff on the following Canadian statutory holidays: Good
Friday; Victoria Day (3rd Monday in May); Canada Day (July 1 "); BC Day (1" Monday in August);
Thanksgiving (2"d Monday in Oct); Remembrance Day (November 11); Boxing Day (December 26). On the
following holidays, the TAN Support Desk will be closed: New Year's Day, Christmas Day, Labor Day (1"
Monday in September).
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 4 of 8
1. DEFINITIONS
1.1. Definitions -For the purposes of interpreting this Agreement, the
following terms will have the following meanings:
a) 'Initial Installation " means the date upon which any of the
Software has first been installed on any server computer owned
or controlled by the Customer.
b) "Maintenance" means the provision of error investigation and
repair services and of new Versions and Releases, as described
in Section 3.1.
c) "Module" means a single type of Software referred to in any
particular line item of the Software Table, such that each such
line item refers to one, and only one, Module, regardless of the
number of copies referred to in such line hem, except in line item
xxix to which h) applies.
d) "Release" means any release, update, patch, set of revisions,
or bug/permanent fix or temporary bypass solution released by
TAN to its customers generally during the term of this
Agreement, which provides enhancements ardl(or error
corrections to the then - current Version or Release, and where a
new Version has been released and no new Release has been
released since the release of that Version, that Version will also
constitute a Release for the purpose of determining whether
Support or Maintenance is available with respect to that Version.
New Releases will be denoted by an increase to the version
number to the right of the decimal point such as from Release
1.1 to Release 11
e) "Software" means computer code and programs, in executable
code form only. Including related data files, rules, parameters
and documentation, which have been created or licensed by
TAN and are iderifi ed in the Software Table as being subject to
Support and Maintenance in connection with this Agreement,
and any Versions or Releases thereof provided by TAN, in
executable form.
f) "Support" means the ongoing telephone and dial -in support and
problem resolution to assist the Customer in the use of the
Software. It may include but is not limited to response to
inquires regarding the operation, installation, administration and
general technical assistance requested by the Customer.
Support also includes, provided that such assistance can be
provided in fifteen (15) minutes or less:
i) Limited assistance with report customization and the
development of custom queries, and
it) Assistance to isolate the source of problems andror to
troubleshoot difficulties resulting from sources other than
TAN products or services, such as:
• General network support - for example network access, printing,
backup & restoration;
• PC hardware trouble shooting;
• PC setup, configuration and optimization;
• Network operating system configuration and functionality;
• Basic Microsoft Corporation "Windows" functionality (e.g. using
File Manager or Explorer);
• Modem configuration & setup;
• Data corruption due to lack of disk space; and
• Loss of supervisor or other password
but expressly excludes any services or assistance relating to
database issues, unless acquired under an addendum to this
Agreement.
g) "Support Start Date" means the day ninety (90) days alter
Initial Installation.
h) "System Utilities" includes the following Modules: Accounting
Processes, Central Login, Log File, Copy Database, Edit
Database, Maintain Database, MSDE Tod, Oracle Setup Utility
Ouery Tool, System Maintenance, Upgrade Database and View
Components.
i) "Version" means a version of the Software providing a
particular functionality, while a new Version of the Software will
provide new /adddlonal functionality and/or improvements to a
previous Version. New Versions will be denoted by a change to
the version number to the left of the decimal point such as from
Version 1.0 to Version 2.0.
1.2. Headings - The headings contained in this Agreement are
inserted for convenience and do not form a part of this Agreement
and are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.
2 SUPPORT SERVICES
2.1. TAN will provide to the Customer Support for:
a) the Release of the Software that is from time to time the most
recently - released, generally available Release, and
b) for the twenty-four (24) months immediately following general
availability of the Release described in a), for the Release which
immediately precedes that Release. Support services will rat be
provided for any non - current Version or Release after twenty-
four (24) months from the date of availability of the newer
Version or Release.
s. MAINTENANCE SERVICES
3.1. With respect to any Release of the Software supported at the
time, upon receipt of notification from the Customer's authorized
contact personnel of an apparent error in the Software, TAN will use
commercially reasonable efforts to promptly investigate the issue and
determine whether or not there is in fact an error and to advise the
Customer that either an error does not exist, or confirm that one does
exist and what, 0 arty, work- around exists. Errors will be deemed to be
any design or programming error in the Software attributable to TAN
which prevents the Software from substantially complying with the
functionality, as set out in the user documentation (on -line or hard -
copy) delivered with the Software and which materially affects the
use, function or performance of the Software. When errors are
confirmed, TAN will use commercially reasonable efforts to correct
such errors and provide Customer with a correction or service pack
for the Software as soon as it is practical in TAN's sole discretion.
3.2. TAN will provide to the Customer, either physical form by mail or
courier or in electronic form via the Internet, new Releases and
Versions (and appropriate documentation) as such Releases or
Versions (and documentation) became available, without additional
charge.
4. ASSIGNMENT OF PRIORITIES FOR SUPPORT ISSUES
4.1. New support incidents are assigned one of the following four
pnodty levels, each with its respective standard completion target
Call Priority
Description
Standard
Level
Completion Target
A — Down
Fatal issues that result in the
Within 12 hours.
Customer's inability to fulfill
critical business functions ii.e,
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (levels Description) Page 5 of 8
Customer will request a ranking of the call priority when initially
reporling the incident. Should there be any disagreement over the
priority assigned to a particular incident, or any other aspect of its
handling, by TAN support staff, Customers are encouraged to flrst
speak directly to the support representative dealing with the issue in
order to arrive at an acceptable solution. In cases where escalation is
desired or necessary, please contact the Supervisor, Support
Services with any concerns you may have (phone 1 -ti00- 663- 4991).
5. EXCLUDED SUPPLIES AND SERVICES
5.1. Without limitation, the following supplies and services are
excluded from Support and Maintenance:
a) Services which are required to remedy problems that stem from
changes to or defects in system configuration upon which the
Software was initially installed;
b) Services which are required to remedy problems which do not
stem from any defect in Software;
c) Services which are required to remedy problems caused by lack
of training of Customer's personnel improper treatment or use of
the Software;
d) Full report customization service;
e) Any and all hardware support, maintenance or troubleshooting
issues, except as described in section 1.1 1.1.ffil), regardless of
the source of such hardware.
6. FEES AND PAYMENT
6.1. In consideration of the Support and Maintenance provided
hereunder, Customer agrees to pay TAN the fees described on the
Cover Page, as modified explicitly pursuant to this Agreement. In the
event the Customer requires Support and Maintenance for additional
Software, the Customer agrees to pay TAN the additional Support
and Maintenance fees applicable based upon the fees then in effect,
prorated from the date of agreement to acquire such services to the
Support Renewal Date. Payment, other than amounts, which may be
adjusted under time Terns and Conditions, will be in accordance
with the payment terms set out on the Cover Page,
6.2. Unless the Software Table indicates otherwise, the fees charged
hereunder are applicable to Support and Maintenance of Software
used with respect to only a single database of Customer data. If the
Customer, after entering this Agreement, places in service one or
more additional databases to be used in relation to the Software,
then for each such additional database an additional 25% of all
Support and Maintenance fees charged hereunder, exclusive of such
extra database fees, will be payable. The Customer will notify TAN as
soon as reasonably possible of the installation or use of any such
additionaldatabase(s).
6.3. If the Customer has indicated to TAN that the Customer intends
to qualify for an "Accreditation Discount°, then the total cost of
Support and Maintenance hereunder will be discounted by fifteen (15)
per cent, and the Cover Page modified accordingly by TAN, provided
that on or before the Support Start Date, a TAN representative has
vedfed to TAN's reasonable satisfaction that all of the following
criteria are met
a) Approved dial -in access - The Customer provides means
approved by TAN, and appropriate intemat connections, for dial -
in access by TAN personnel at any time except for reasonable
system downtime for system maintenance and in particular
without exception relating to the Customer's security
requirements;
b) TAN System Administrator(s) - The Customer has one or more
employees in the department or agency using the Software
(each a 'TAN System Administrator") trained on all of the
Software, who are available to work with other users of the
Software and able to handle most of the basic questions from
the Customer's users of the Software. The TAN System
Administrators must also be familiar with the version of the
Microsoft Corporation 'Windows:" based operating system in use
by the Customer, be familiar with the setup and installation of the
Software on workstations used to access the Software, and
know the administrative login and password. At
communications between the Customer and TAN are to occur
through a TAN System Administrator, who must be authorized to
make policy decisions for the Customer relating to the Software;
c) Electronic Communication -The TAN System Administrators) is
(are) capable of communicating with TAN via the Internet and
electronic mail for support and file transfer purposes;
d) Database Administrator - The Customer has one or more
employees in the department or agency using the Software with
expertise relating to the database platform used by the Software,
evidenced either by certification or course work reasonably
satisfactory to TAN, or by equivalent experience including the
ability to install, maintain, backup and restore, troubleshoot, and
optimize the database environment, and the Customer assumes
full responsibility for maintaining the Customer's database
environment such that TAN has no obligations to provide any
support whatsoever relating to the Customer's database(s); and
e) Network Administrator - the Customer has one or more
employees in the department or agency using the Software with
expertise relating to the network operating system by which
client workstations are connected to or use the Software,
evidenced either by certification or course work reasonably
satisfactory to TAN, or by equivalent experience including the
ability to install, maintain, troubleshoot, and optimize the
network, and the Customer assumes full responsibility for
maintaining the Customers network environment such that TAN
has no obligations to provide any support whatsoever relating to
the network;
and if at any time during the term of this Agreementd any of these
criteria are not met, the Accreditation Discount will no longer be valid
and the amount discounted from the total fees for Support and
Maintenance as a result of such Accreditation Discount, pro-rated
from the date such criteria were first not met until the next - following
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 6 of 8
those pertaining to core
functionality such as processing
registrations, memberships,
rentals) and that have no
reasonable work- around.
B - Urgent
Serious issues significantly
Within 24 hours.
Impacting use of system but do
not prevent core functions (such
as processing registrations,
memberships, rentals) from
being fulfilled.
C - Normal
All other issues, except those
Within 36 hours.
classified as D (Low).
D - Low
Issues that are not time-sensitive
None
or may be undertaken as
customer service initiatives
outside the scope of this
Agreement.
Customer will request a ranking of the call priority when initially
reporling the incident. Should there be any disagreement over the
priority assigned to a particular incident, or any other aspect of its
handling, by TAN support staff, Customers are encouraged to flrst
speak directly to the support representative dealing with the issue in
order to arrive at an acceptable solution. In cases where escalation is
desired or necessary, please contact the Supervisor, Support
Services with any concerns you may have (phone 1 -ti00- 663- 4991).
5. EXCLUDED SUPPLIES AND SERVICES
5.1. Without limitation, the following supplies and services are
excluded from Support and Maintenance:
a) Services which are required to remedy problems that stem from
changes to or defects in system configuration upon which the
Software was initially installed;
b) Services which are required to remedy problems which do not
stem from any defect in Software;
c) Services which are required to remedy problems caused by lack
of training of Customer's personnel improper treatment or use of
the Software;
d) Full report customization service;
e) Any and all hardware support, maintenance or troubleshooting
issues, except as described in section 1.1 1.1.ffil), regardless of
the source of such hardware.
6. FEES AND PAYMENT
6.1. In consideration of the Support and Maintenance provided
hereunder, Customer agrees to pay TAN the fees described on the
Cover Page, as modified explicitly pursuant to this Agreement. In the
event the Customer requires Support and Maintenance for additional
Software, the Customer agrees to pay TAN the additional Support
and Maintenance fees applicable based upon the fees then in effect,
prorated from the date of agreement to acquire such services to the
Support Renewal Date. Payment, other than amounts, which may be
adjusted under time Terns and Conditions, will be in accordance
with the payment terms set out on the Cover Page,
6.2. Unless the Software Table indicates otherwise, the fees charged
hereunder are applicable to Support and Maintenance of Software
used with respect to only a single database of Customer data. If the
Customer, after entering this Agreement, places in service one or
more additional databases to be used in relation to the Software,
then for each such additional database an additional 25% of all
Support and Maintenance fees charged hereunder, exclusive of such
extra database fees, will be payable. The Customer will notify TAN as
soon as reasonably possible of the installation or use of any such
additionaldatabase(s).
6.3. If the Customer has indicated to TAN that the Customer intends
to qualify for an "Accreditation Discount°, then the total cost of
Support and Maintenance hereunder will be discounted by fifteen (15)
per cent, and the Cover Page modified accordingly by TAN, provided
that on or before the Support Start Date, a TAN representative has
vedfed to TAN's reasonable satisfaction that all of the following
criteria are met
a) Approved dial -in access - The Customer provides means
approved by TAN, and appropriate intemat connections, for dial -
in access by TAN personnel at any time except for reasonable
system downtime for system maintenance and in particular
without exception relating to the Customer's security
requirements;
b) TAN System Administrator(s) - The Customer has one or more
employees in the department or agency using the Software
(each a 'TAN System Administrator") trained on all of the
Software, who are available to work with other users of the
Software and able to handle most of the basic questions from
the Customer's users of the Software. The TAN System
Administrators must also be familiar with the version of the
Microsoft Corporation 'Windows:" based operating system in use
by the Customer, be familiar with the setup and installation of the
Software on workstations used to access the Software, and
know the administrative login and password. At
communications between the Customer and TAN are to occur
through a TAN System Administrator, who must be authorized to
make policy decisions for the Customer relating to the Software;
c) Electronic Communication -The TAN System Administrators) is
(are) capable of communicating with TAN via the Internet and
electronic mail for support and file transfer purposes;
d) Database Administrator - The Customer has one or more
employees in the department or agency using the Software with
expertise relating to the database platform used by the Software,
evidenced either by certification or course work reasonably
satisfactory to TAN, or by equivalent experience including the
ability to install, maintain, backup and restore, troubleshoot, and
optimize the database environment, and the Customer assumes
full responsibility for maintaining the Customer's database
environment such that TAN has no obligations to provide any
support whatsoever relating to the Customer's database(s); and
e) Network Administrator - the Customer has one or more
employees in the department or agency using the Software with
expertise relating to the network operating system by which
client workstations are connected to or use the Software,
evidenced either by certification or course work reasonably
satisfactory to TAN, or by equivalent experience including the
ability to install, maintain, troubleshoot, and optimize the
network, and the Customer assumes full responsibility for
maintaining the Customers network environment such that TAN
has no obligations to provide any support whatsoever relating to
the network;
and if at any time during the term of this Agreementd any of these
criteria are not met, the Accreditation Discount will no longer be valid
and the amount discounted from the total fees for Support and
Maintenance as a result of such Accreditation Discount, pro-rated
from the date such criteria were first not met until the next - following
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 6 of 8
Q6 Avelism ,'L L It Y '
a
Support Renewal Date, will immediately be payable by the Customer
to TAN, such amount to be invoiced by TAN to the Customer. The
Customer will immediately notify TAN upon any of these criteria
no longer being met.
6.4. If at any time after the Customer has initially licensed any of the
Software from TAN, the Customer's right to receive Support and
Maintenance, or comparable services, from TAN under this
Agreement or a comparable agreement has lapsed for any reason
whatsoever, voluntarily or otherwise, and the Customer wishes to
receive Support and Maintenance from TAN, the Customer will pay to
TAN, prior to re- instatement of Support and Maintenance services:
a) all fees that would have been payable hereunder had this
Agreement been in force during the time during which Support
and Maintenance rights had so lapsed, and
b) an additional fee of forty (40) per cent of the license fees which
would be payable if the Software to be subject to such Support
and Maintenance were licensed anew at TAN's then- standard
license fees on the date of re- instatement of Support and
Maintenance rights.
7. ACCESS TO SYSTEM AND OTHER CUSTOMER
OBLIGATIONS
7.1. Customer will provide, at no cost to TAN
a) sufficient space to allow TAN personnel on the Customers site
to pedorm the on -site Services acquired hereunder;
b) office supplies and services such as photocopying, facsimile and
telephone access;
c) without limiting a), education and training facilities adequate to
the training services acquired hereunder, including classroom
space, networked PCs (minimum 1 PC for every two training
participants), networked printing capability, computer
display /projection facilities, and flip chart or whiteboard, plus
markers and other ancillary supplies;
d) subject to the security requirements of the Customer, 24 hour
access to the Customers system via either an ahvaysavailable
telephone circuit or an always available internet connection to
enable TAN or its designated representative to perform any of
the obligations placed upon TAN by this Agreement.; and
e) subject to the security requirements of the Customer, remote dial
up/internet access methods approved by TAN to allow TAN to
remotely diagnose and correct errors in the Software and
provide other Services.
7.2. Without limiting the Customers obligations, Customer will:
a) use its best efforts to upgrade to any new Release or Version of
the Software as soon as possible after becoming aware of its
availability;
b) ensure that at all times at least one current staff person of the
Customer, who is the Customer contact person named on the
Cover Page and per c), has been fully trained on the Software;
c) designate by written notice a single site and single person as the
point of contact for telephone or other contact, which site and/or
person the Customer may change upon 14 days prior notice;
and
d) provide particulars of the Customer's system configuration in
sufficient detail to allow TAN to effectively provide Services
hereunder.
e. REPRESENTATIONS AND WARRANTIES
e.1. Insurance — TAN represents and warrants that it does and will at
all limes during the term of this Agreement maintain general liability
insurance as described in the Certificate of Insurance.
8.2. Limited Warranty of Services - TAN warrants that all services
provided hereunder will be performed in full conformity with the
Agreement, with the skill and care which would be exercised by those
who perform similar services at the time the services are performed,
and in accordance with accepted industry practice. In the event of a
breach of the express warranties contained herein and/or in the event
of non - performance andor failure of TAN to perform the services in
accordance with the Agreement, TAN will, at no cost to Customer, re-
perform or perform the services so that the services conform to the
warranties,
9. E)CLUSION OF OTHER WARRANTIES AND LIMITATION OF
LIABILITY
91. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE
WARRANTIES SET OUT IN SECTION 8.1 AND 8.2 ARE IN LIEU OF
ALL OTHER WARRANTIES, AND THERE ARE NO OTHER
WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES OR ANY KIND WHATSOEVER, EITHER EXPRESS
OR IMPLIED BY LAW (in contract or tort) OR CUSTOM, INCLUDING,
BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY,
FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE,
TITLE, DESIGN, CONDITION, OR QUALITY.
9.2. NO INDIRECT DAMAGES — IN NO EVENT WILL TAN BE
LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR
INDIRECT DAMAGES OR LOSSES (in contract or tort) IN
CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL
DAMAGES, EXCEPTING LOSS OR DAMAGE FOR PERSONAL
INJURY OR DAMAGE TO TANGIBLE PROPERTY RESULTING
FROM THE SOLE NEGLIGENCE OF TAN.
9.3. LIMITS ON LIABILITY -IF FOR ANY REASON, TAN BECOMES
LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR
ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF ACTION (in contract or tort),
EXCEPTING LIABILITY FOR PERSON INJURY OR DAMAGE TO
TANGIBLE PROPERTY, INCURRED IN CONNECTION WITH THIS
AGREEMENT, THEN:
a) THE AGGREGATE LIABILITY OF TAN FOR ALL DAMAGES,
INJURY, AND LIABILITY INCURRED BY CUSTOMER AND ALL
OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT
WILL BE LIMITED TO AN AMOUNT EQUAL TO THE
CHARGES PAID TO TAN FOR THE SERVICES WHICH GAVE
RISE TO THE CLAIM FOR DAMAGES; AND
b) CUSTOMER MAY NOT BRING OR INITIATE ANY ACT OR
PROCEEDING AGAINST TAN ARISING OUT OF THIS
AGREEMENT OR RELATING TO RELEASES OR SERVICES
MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION
HAS ARISEN.
9.4. SEPARATE ENFORCEABILITY - SECTIONS 9.1, 9.2 AND 9.3
ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL
EACH BE INDIVIDUALLY ENFORCEABLE.
to. TERM
10.1. Term - The term of this Agreement will commence on the
Support Start Date and, subject to termination as provided herein, will
continue until the following Support Renewal Date, after which It will
be automatically renewed for subsequent one year terms on the same
terms and conditions as set out herein (with the exception of the fees
payable which may be revised by TAN in accordance with this
Agreement) upon TAN rendering an invoice therefor unless
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 7 of 8
1�
terminated by the Customer at least ninety (90) days prior to the
Support Renewal Date upcoming from time to time.
1t. TERMINATION
11.1. Termination - This Agreement vnll terminate:
a) at the option of either party if the other parry materially defaults
in the performance or observance of any of its obligations
hereunder and fails to remedy the defatift within 30 days after
receiving written notice thereof from the non - defaulting party;
b) at the option of either party if the other party becomes insolvent
or bankrupt or makes an assignment for the benefit of creditors,
or if a receiver or trustee in bankruptcy is appointed for the other
party, or 'd any proceeding in bankruptcy, receivership, or
liquidation is instituted against the other party and is not
dismissed within 30 days following commencement thereof;
c) at TAN's option upon the expiry of sixty days following issuance
by TAN of an invoice to the Customer for fees payable under this
Agreement and such invoice remaining unpaid, provided that
TAN has prior to terminating under this provision provided the
Customer with at least ten days' written notice of such non.
payment, which minimum 10 -day period may expire before,
simultaneously with, or after the 60 day period; or
d) at either parry's option If the other party assigns or attempts to
assign this Agreement other than as expressly permitted by this
Agreement;
provided that these rights of termination will be in addition to all other
rights and remedies available to the parties for any breach or default
hereunder.
11.2. Suspension of Obligations - If either party should default in the
performance or observance of any of its obligations hereunder, then,
in addition to all other rights and remedies available to the non -
defaulting party, the non - defaulting party may suspend performance
and observance of any or all its obligations under this Agreement,
Without liability, until the other party's default is remedied, but this
Section will not permit the Customer to suspend its obligation to make
payments owing in respect of Support and other Software Services.
12. GENERA L
12.1. Complete Agreement; Modification — This Agreement, as
modified and affected by TAN's standard Software license fees and
the terms of any agreement between TAN and the Customer relating
to licensing of Software (as opposed to the mere provision of
Software, to which this Agreement relates in respect of Releases and
Versions), is the complete and exclusive statement of the Agreement
between the parties with respect to the subject matter contained
herein and supersedes and merges all prior representations,
proposals, understandings and all other agreements, oral or written,
express or implied, between the parties relating to the matters
contained herein. This Agreement may riot be modified or atered
except by written instrument duly executed by both parties except that
TAN may fill future purchase or other orders for further goods or
services available under this Agreement, and if TAN does so the
provisions of this Agreement will contain the only commercial terns
applicable to such transaction despite such order stating otherwise.
12.2. Force Majeure - Dates or times by which either party is required
to perform under this Agreement excepting the payment of any fees
or charges due hereunder will be postponed automatically to the
extent that any party is prevented from meeting them by causes
beyond its reasonable control.
12.3. Notices - All notices and requests in connection with this
Agreement will be given to the respective pates in writing and will be
deemed given as of the first business day of the notified party
following the day the notice is taxed or sent via overnight courier,
Providing a hard copy acknowledgment of such successful faxed
notice transmission or evidence of such couriering, as applicable, is
retained. Notice may also be deposited in the Canadian mails (or if
the Customer is resident outside Canada and is rendering the notice,
in the mails of that country), postage pre -paid, certified or registered,
return receipt requested, and addressed to the parties as indicated on
the face of this Agreement and receipt of any such notice will be
deemed to be effective as of the third business day following such
deposit.
12.4. Governing Law - This Agreement and performance hereunder
All be governed by the laws applicable in the jurisdiction where the
Software is situated, excepting in the case of Louisiana when the laws
of California will apply, or in the case of Quebec when the laws of
Ontario, Canada will apply.
12.5. Non- Assignabilfty - This Agreement is not assignable by the
Customer, and any assignment, purported assignment or attempt to
assign by the Customer will be a material breach of this Agreement
and will further be void. TAN may assign its Support or Maintenance
obligations under this Agreement to TAN's system integrators or
resellers or pursuant to a merger or sale of substantially all of TAN's
assets.
12.6. Survival - Sections 6.4, 9 and 12 will survive termination and
expiration of this Agreement.
The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 8 of 8
Page 1 of 2
Mitre - Ramirez, Norma
From: Sheedy, Laura
Sent: Tuesday, April 15, 2008 1:51 PM
To: Carroll, Robert
Cc: Mitre - Ramirez, Norma
Subject: RE: The Active Network N.A.
Yes. We can keep the original agreement open until we either receive the professional services covered therein,
or decide we do not want them. The $75,000 approved by Council in 2005 is allocated for services pursuant to
that agreement, and was already approved in 2005. Until that $75,000 is expended, you can continue to receive
services through that agreement without further Council approval.
The new Maintenance and Support Agreement is for ongoing maintenance. The funds allocated for maintenance
and support are from the current fiscal year. Therefore, until those fees reach more than $25,000, per fiscal year,
you can continue to extend the term and pay the annual maintenance fee, from current funds, without Council
approval.
The fiscal year expenditures are calculated at the time the contract is executed. So you have $75,000 for 2005
and $25,000 for 2007/2008.
1 am happy to discuss this with you if you have further questions.
Thank you
Laura
From: Carroll, Robert
Sent: Tuesday, April 15, 2008 1:40 PM
To: Sheedy, Laura
Cc: Mitre - Ramirez, Norma
Subject: FW: The Active Network N.A.
Importance: High
Hi Laura. Norma in the C'lerk's Office brought up a good point re: this agreement. The new agreement you
worked on gives us the mechanism to pay our maintenance fees annually, since the evergreen language in the
original agreement was not acceptable. l understand that we will have to do this on an annual basis.
We are still entitled to some professional services under the old agreement (A- 2005 -054) and want to keep that
open for now. We also want to move forward with processing the new agreement to pay for our annual
maintenance fees. Can we do that without going to Council and increasing the aggregate dollar amount'? Lct me
know. Thanks!
Robert J. Carroll
Senior Management Analyst
City of Santa Ana
Parks, Recreation and Community Services
(714) 571 -4118
Have fun ' Get fit ' Be Hespee fu/
From: Mitre - Ramirez, Norma
Sent: Tuesday, April 15, 2008 10:47 AM
4/16/2008
Page 2 of)
To: Carroll, Robert
Subject: The Active Network N.A.
Importance: High
Good Morning Robert,
I will be unable to process the agmt. as there is currently an agreement with this same vendor that is still active
and exceeds $25K. I am forwarding the unprocessed agreement to you.
If you have any questions, please feel free to contact our office.
AGREMNT
NAME
NUMBER
CAPPROVAL 4EXP
INS_EXP SUBJECT
DEPT
EXCEED $
MA
ACTIVE
A -2005-
3/21/2005 UT
04116!08 PROVIDE RECREATION $75,755.00
PRCS E
NETWORK, ',054
FACILITY MANAGEMENT
THE
SOFTWARE NTE $75,755
Norma Mitre I Sr. Deputy City Clerk-
City of Santa Ana 120 Civic Center Plaza, M -30 Santa Ana, CA 92707
9(714) 647 -5237 b(714) 647 -6956 I �ninitrc@santa-ana.org
4/16/2008
C- /" 20( -)q 'rime: 9:44 AM To: 17145714221 e 917145714221
i:5a Y Page: 002
'11 CORD,'� CERTIFICATE OF LIABILITY ------
LITY INSURANCE =D1.,TE)
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c:xiel•ii the i it} of Santa Ana, their respective officers, employees, agents, volunteers and representatives are Additional Insureds, as respect„
rcgLlircd be conhact, the insurance is primary and nen- contributory, per company specific form,
�'ZLFVI k E HOLDER
CANCELLATION --- °-
SHOULD AWOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THI EE:(, ^ir;:a`;
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REOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL JU__ _ L•;• yg yylzj r:• _.
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT 1
BUT FAILURE in nc
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IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER 1 - ,r ocuocc1—__ '
-
AUTHORIZED REPRESENTATIVE
Michelle Chl'istovhei-son
Cert # 1
Subject:
D CORPORATTF .,-, : -1
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25
INSURED: The Active Network Inc
POLICY #: 35877916
COMPANY: Federal Insurance Company POLICY PERIOD: 4/16/2009 TO 4/16/2010
EFFECTIVE DATE: 4/1612009
ortdlrlons
Duties /n The Event Of F. Knowledgeof an occurrence or offense by an agent or employee of the insured will not
Occuniance, Offense, constitute knowledge by the insured unless an officer (whetheror not an empluyee) of any
C /a/M Or Suit insured or an officerasdesignee knows about such occurrence or offense.
O. Failure of an agent or emplayee of the lnsutea other than an ofYker (whedw or not an
employee) of any insured or an offaccesdesignee, to notify us of an occarreacc or offense
that such person knows about will not affect the insurance afforded to you.
H. If a claim or loss does not reasonably appear to involve this insurance, but it later develops
into a claim or loss to which this insurance applies, the failure to report it to us will not
violate this condition, provided the Insured gives us immediate notice as soon as the insured
is aware that this insurance may apply to such claim or loss.
i698/ ainstt/s No .., ..•.,,
person or orgatnizationhas a right under this inauarattoe te: ,
join us as a party or otherwise bring, us into a suit seeking damages from an insured; or
sue us on lh is insurance unless all of the terms and conditions of this insurance have been
My complied with.
A person or organization may sue us to recoveron an agreed seitlementor on a final judgment
against an insured obtained afier an actual:
trial in a civil proceeding,; or
arbitration or other alternative dispute resolution proceeding;
but we will not be liable fordamages that are not payable under the terms and conditions of this
insurance or that are in excess of the applicable Limits Of Insurance,
...•»ayuiu ;a ca .iYs:•.it,� a,sicia "ass ! rs�sy.o dYi es,XYY�sc�piEie ; ►iu a {n r
Other /nsunsutoe 3 i srysa FY i..'rl.spse 0. >abal , +,a. e;psb,e :a,
If odwr valid and collectible m' staance is available to the inured for bens we would otherwise Iaf
cover under this insurance, our obligationsare limited as follows.
Primary Insurance
This iinsuranee is primaryexcept when the Farness insurance provisiondescti bed below applies.
Ifthis insurance is primary, ourobligationsare not affected tmless any ofthe other insurance is also
primary. Then, we will share with all that. other insurtnca by the method described in the Method of
Sharing provision described below.
Excess Insurance
This insurance is excess over any other insurance, whether primary
other basis: , excess, contingent or on any
A. that is Fire, Extended Coverage, Builder'sitisk, Installation Risk or similar instaunce for
your work;
B. That is insunusce that applies to property damage to promisesrented to you or temporarily
occupied by you with permissionof the owner;
C. if the loss arises out ofairetatt, autos or watercraft (to the extent not subject to the Aircraft,
Autos or Watercrenexclusion);
ud"4F rnsureeug
r�r► ao- os- songrrev. s -or1 co�t�r
Pe9e 22002
General Liability
Condtfons
Other insurance D. that is insurance;
(eonUnueo 1. provided to you by any person or organization working under contract or agreement
for you; or
2. under which you are included as an insured; or
E. that Is insurance under any Property section of this policy.
When this insurance is excess, we will have no duty to defend the insured against any suit if any
other insurer has a duty to defend such Insured against such suit Ifno other insurer defends, we
will undertake to tip so, but we will be entitled to the insureesrights against all those other
itl9ureni.
When this iimsuraaoe is excess over other insurance, we will pay only our share of the amount of
loss, if any, that exceeds the sum of the total:
amount that all other insurance would pay for loss in the absence of this insurance; and
ofall deductible and self— insuredrmounts under all other insurance.
We will share the remaining loss, if any, with any other insurance that is not described in this
Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of
Insurance shown in the Uoclaraiions of this insurance.
U&MOd of Shering
frail of the other insurance permits contribution by equal s}uwes, we will fellow this method also.
Under this method each insurer contibutesequal amounts until it has paid its applicable limits of
insurance or none ofthe loss remains, whichever comes first,
Many of the other insurance does not permit contribution by equal shares, we will contribute by
limits. Underthis method, each insurcessham is based on the ratio of its applicable limits of
insurance to Litt total applicable limmitsof insurance ofall insurers.
- .�Fi�•� M y... _ -4.�♦ .:..waM..1.�1MYr. -1 ,
PremluniAudlt .. ...�... ,, -. ,. -,
We will compute all premiums for this insurance in accordance with Our rules and rates.
In accordance' with the Estimated Premiums section of the Pmmium Summary. premiums shown
with an asterisk( *)sure estimated premi isms and are subject to audit.
In addition to Or in lieu of such designation in the Pmmi urn St mtnary, prerniunms may be designated
as estimated premiums elsewhere in this policy, In that case, these premiums will also be subject. to
audit, and the second paragraph of the Estimated Premiums section of the Premium Summary will
apply.
SeparationOfinsureds «: «3 i i; m«: esptcttactc .::SASC:x:e,3z «;c,s�rr3D::m« etaS�....3� .:c;.ra3�ncs:ct:n:e:�,s:S.s
Exoopt with roped to the Limits Of Insurance, and any rights or duties specitically assigned in this
insurance to the first named lnsure4 this insurance applies:
as if each named insured were the only named bmrod: and
separately to each Insured against whom claim is made or suit is brought.
LAOftkisumme
Form 80- 02- 21,10QRev. 4 -t)1) CorihRCt
Page 22 0192
Insured: The Active Network Inc Master # 10427 Cert # 177064
Attachment Page
Named Insured
A/O Class Government Solutions LTD
Acrive & Axcess, LLC
Active Acquisition Corp
Active Marketing Group
Active Public Enterprise Group, A Wholly owned subsidiary of The Active Network
Active Registration, LLC
Active USA
Automated License Systems, Inc.
Blue Bear Corporation
Camp Registration, Inc. (CRI, Inc.)
Class Software Solutions PTY LTD,
Class Software Solutions, Ltd. 6t 50� �1 S
Click4teetimes l
DBA: Active.com eteamz and Recware
Doltsports 1fj
Enteronline
Eteamz.com Inc.
Fairway Systems, Inc.
Getsetgo
Guru Acquisition Corp
Hodgson's Hurricanes, Inc.
Howtoguru.com, Inc.
Hy -Tek Sports Software
Infospherix Incorporated
Infospherix Incorporated
Ironpoint Technology, Inc.
Jencess Software
Laxpower
Leaguelink, Inc.
Myteam.com Securities Corporation
Myteam.com, Inc.
PEG Acquisitions Corp
Racegate.com, Inc
Regonline
RG Acquisition Corp
Sierra Digital
Sporg
The Active Networh, LTD
The Active Network EU, LTD
The Active Network, Inc.
Thrivia LLC
Vision SBP, LLC
Vision Sports Entertainment Partner
Wingate Web
Youth Sports Network, Inc.
INSURED: The Active Network Inc
COMPANY: Federal Insurance Company
Liability Insurance
Endorsement
Policy Period
Effective Date
Policy Number
Insured
Name of Company
Date Issued
This Endorsement applies to the foltowingl'orms:
GENERALLIABILITY
POLICY #: 35877916
POLICY PERIOD: 4/16/2009
EFFECTIVE DATE: 4/16/2009
4/16/2009 TO 4/16/2010
4/16/2009
35877916
The Active Network Inc
Federal Insurance Company
Under Who Is An Insured, the following provision is added:
Who Is An Insured
TO 4/16/2010
SeheduledPerson Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the
Organization Schedule, acting pursuant to a written contract or agreement between you and such person or
organization, is an insured, but they are insureds only with respect to liability arising out of your
operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide
them with such insurance as is afforded by this policy.
However, no such Pelson or organizationis an insured with respect to any:
assumptionof liability by them in a contract or agreement. This limitation does not apply to
the liability for damages for injury or damage, to which this insurance applies, that the person
or organization would have in the absence of such contract or agreement,
damages arisingout of their sole negligence.
Schedule
"ANY ENTITY REQUIRING ADDITIONAL INSURED STATUS AS PER A
WRITTEN CONTRACT WITH THE NAMED INSURED"
Liability insurance Additional Insured - Scheduled IkOftft ft9s
Farm 80- 02- 2387fRev. 8 -041 Endorsement continued
Page 1
Liability Endorsement
(continued)
All other terms and conditionsremain unchanged.
Authorized Representative a��
Liability Insurance Additional Insured - Scheduled Persftsfamftorcopy last page
Form 80- 02- 2367(Rev. 8 -04) Endorsement Page 2
DATE (MMIDD,
A , CERTIFICATE OF LIABILITY INSURANCE 0512112010 16:2f216
=6
If the certificate holder is, an ADDITICA AL h &F RED, the policy(les) must endorse-d,. A, statement
,stn th's cerfificate does not confer rights, to the ciertiffilcate, holder In lieu of such endorsement(s).
If 341BROGATIOR IS VTAq,'ED, sut�ect to the terms and condtfions of the poficy, certai[n poltoes MaF
requiref an endorsement. A statement on this certificate does not coffer rights, to the certificate
holder in, eu of'such endoirsement(s).
IMM4j"11 0
n �n
The Cerfificate of Insura ce o' the reverse side of' this form does, , ot constitute a Contrad between
ffie issuing insurer(s), authorized representative or producer, anod the certificate holder, nor does, it
affirmatively or negatively amend, extend' or alteri the coverage afforded by the policies listed thereon.
9lmll2Mml=iN2MW , Inc. Master# 14226
Attachmen
=14 W-1, inn r i 10 1 nc. Master-4 14226
The Advenet-work, Inc.
Thrivia LLIC""
i ion, SBR, lLLC
Vis, on, Sports, Entertainment Partner
Winglateh Web
Youth Sports N' twork, In
The Active Network (Asia) Pte Ltd
INSUR,EDI: The Active Network Inc POLICY'k, 35877916
COMPANY- Federal Insuran,ce Company POLICY PERIOD, 4/16/2010
EFFECTIVE DATE- 4/16/210110
1 !111111111
3 ggl
%fic ridd
Eftwive Date
Policy Number
h7sure'd
Name ofCoMpany
Date Issued
This d it pplies io, the, (61 lo", ing
F, N f-,`,,R,A L L I A 1311111. 11"
4/16/2010 TO 4/16/2011
4/1612 010
35877916
The Active Network 1,nc
Federal Insurance Company
4/1612010
M"ho I n I nS111-edAthe 1,kr6Nv-invx provision -is adde&
47
ScheduledPerson Or Sti h, ect to, -Lt 1, 1 o I'the i,ernis a nd conah (io ns o tl h is i ri vrn:�'w e ,-a 1!1 v pe rson or org"'I 11 i/-,�l I' io"n Show 11 in t, he
JL
C hed k"i I C. act intt 'J'711 "I'St 1,a ni, t () a wr i i i en cont rac"t or a roe Mr en t �el w e'llen V1014 1 4111(1 sk I'C' 11 pe NS 0 n, 01'"
Organization , , "' k, � w . .11
0 1' V1,111n, n i z,,' Ition., isan litsured but flw.1-01't! i Miuredsoinly with reslpect w, habifely ansing ow, of'voor
ide
0.11'e"MI tons. or,�,,,,o pretr ise %-. i f yo u, are 1")b I e �, 1, [,%1 vsk t,"Irnt I o t 101 COTIA 1,12c, i or, a greem on I lo pro,�,
th em wi t 11 SUChl i nsu rzij nce, IS ta I'll)rded, 1,i�? th iu) h ey.
S, S
the hability [br (k,lnuiges flior injunn, ol.,C
w .1 J'arma Lzfe� t,(,) wil: I C h th I-S, HIS LE 111ne e,, a pplies , I lvgat the perso)n
cr orga n Tzat I on wo u Id Na, vz I n 1, h e a lisence o I'suc h co n t rael oragrrccrnew
dpi es 41i
Schedule
"ANY EN'TITY REQUIRING ADDIT10NAL 1 IS D STATU'S AS PER A
WRITTEN CONTRACT WIT WT14�E,'I' D INSURED
A P
PI` W, e')" A T"
balbift�ylrisuranca SCITarfuled fluev, CoNfoued,
...... . .......
F n 80-012-2367,Ro%� 04 F77,110tSOM10-01 Page I
M
A H ot I'te r teini sa, nd, ond i t io ns rem a in u nchanged.
Authadzed Representative
Liability Insuiran-ce AddiNonal Insure d -Scheduled PersCR@,,f@
MTM iWC,op last page,
,y . ... . ...... -"" . .......
Form 80-02-2316;TPev B-04), Endonsement Page 2'