Item 4KCity of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
M E M O R A N D U M
February 26, 2018
To: Shana K. Yelverton, City Manager
From: Chris Tribble, Director of Community Services
Subject: Approve purchase of recreation and facility management software
from Active Network in an amount not to exceed $100,000
Action
Requested: Approve purchase of recreation and facility management software
from Active Network in an amount not to exceed $100,000.
Background
Information: The purpose of this item is to consider the approval to purchase of
recreation and facility management software with Active Network.
This software will be used for online registrations, data
management, payment processing, membership tracking, and data
insight for The Marq Southlake.
The scope of services included vendor responsibility of
implementation of all selected components, project management,
training, data migration solutions, and full installation to meet the
performance requirements of the contract.
After review staff determined none of the submissions were able to
meet the needs of the organization and has since met with Active
Network to determine they could meet our needs.
Financial
Considerations: Funding is available in the FY 2018 CEDC and General Fund
budgets for up to $60,000 in implementation costs and up to
$40,000 in transactional fees at a maximum fee of 3.75%.
Strategic Link: This item is linked to the City’s Strategy Map related to the focus
area of Partnerships & Volunteerism and Performance
Management & Service Delivery and meets the corporate objective
to promote opportunities for partnership & volunteer involvement
and collaborate with select partners to implement service solutions.
Citizen Input/
Board Review: CEDC consideration of funding February 27, 2018
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Shana Yelverton, City Manager
Meeting Date – March 6, 2018
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City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
City Council consideration of contract March 6, 2018
Legal Review: ILA standard form previously approved by City Attorney
Contract approved by City Attorney
Alternatives: Alternatives may include the following:
Approve funding the software purchase as presented
Approve funding the software purchase with revisions
Decision not to approve funding the software purchase
Supporting
Documents: Brochure
Agreement
Recommendation: Approve purchase of recreation and facility management software
from Active Network in an amount not to exceed $100,000.
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Southlake Parks and Recreation
Emmanuel Gabler
ACTIVE Network
Emmanuel.Gabler@activenetwork.com
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EXECUTIVE SUMMARY
At the ACTIVE Network, we power the world’s activities and connect people with the things they love,
want, and need to do. Our solutions go beyond software technology to not only help you centralize operations,
improve access to participants, increase efficiency with your staff, but also transform your arts organization.
ACTIVE has the experience and resources for long-term viability. We started in 1999 and have grown to be a
global company, supporting more than 42,000 organizations across our 13 offices with more than 2,100
employees. At ACTIVE, we strive to help our customers increase participants, manage their programs, and
build stronger communities.
Proposed Solution
ACTIVE Net, our proposed fully hosted, web-based Software-as-a-Service (SaaS) solution gives your team
on-demand access to your organization’s data from any computer with an internet connection. ACTIVE Net
supports an unlimited number of workstations, users, and concurrent users within the application. It also
supports an unlimited number of online registration sessions so your customers have access to your offering
24/7.
You benefit financially from this offering because there are no software license fees, annual maintenance
costs, or online user costs to budget. In addition, there are no additional technical support or upgrade costs,
as these are all built into our SaaS pricing model. The only initial costs are for the implementation services
outlined in the proposal. The implementation services empower your staff throughout the five stages of
implementation so they can operate your organization smoothly after the transition.
Why ACTIVE?
Attract New Participants
An advantage of ACTIVE Net is that all of your programs, memberships, and camps are added to the
ACTIVE.com portal, so you can extend your reach in your community without any additional cost or effort.
Many vendors help their customers manage their data, but what is unique about ACTIVE is our ability to help
you attract participants through our ACTIVE.com and ACTIVEkids.com web properties along with integrated
marketing tools.
ACTIVE Net allows participants to view and book programs and facilities online. As a result, our clients have
seen an average 5% improvement in overall participant registrations for facilities and registrations
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SOLUTION OVERVIEW
Membership Management
Online Access
Communication and Marketing
Program Registration
Point of Sale
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Resource Reservations
League Scheduling and Management
Fund Raising and Development
Child Care
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IMPLEMENTATION, TRAINING AND
SUPPORT
ACTIVE offers technical support, 24x7x365 for system critical technical support. We also have a dedicated
account management team to help with non-technical needs. Plus, during your upgrade to ACTIVE Net you’ll
have a dedicated consultant to help you through the entire implementation.
Methodology
ACTIVE Net implementations operate within the framework of the Project Management Body of Knowledge as
advocated by the Project Management Institute and leverage industry best practices gained through more than
30 years of market-leading experience.
As part of your implementation, you are provided access to project management software called Basecamp that
is used to manage the schedule and associated tasks for the project. Responsibilities are defined clearly by
assigning owners to tasks. Basecamp is also the repository for all documentation associated with the project so
your team, as well as your consultant, have shared access to information needed by all parties. An orientation
to Basecamp as well as login credentials are provided during the project launch meeting.
Implementation and Training
ACTIVE Net implementation provides the users with the greatest overall advantages for learning the system.
Effective training allows successful use and desired outputs of any solution. It’s through effective training that
key persons (those who will be using the system themselves as well as training future staff) become comfortable
and confident using it and are able to experience and make use of the full depth and breadth of the product.
Training focuses on the system administration functions specifically related to effe ctively managing your
operations with ACTIVE Net.
Our consultants work with your team to ensure your organization will be ready to take advantage of all ACTIV E
Net has to offer through the five phases of implementation.
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Planning – Discuss objectives, review agenda, refine project scope, identify project team, and address
technical requirements.
Implementation – Each phase will be performed with guidance of a consultant
▪ Business Review – Review business rules against industry best practices and prepare for data collection
▪ Data Collection – Capture your organization’s inventory in data collection forms
▪ Data Review – Review completed data collection forms with your consultant
▪ Data Entry – Entry of organization’s inventory into ACTIVE Net. To be performed by ACTIVE’s data
analyst team
▪ User Testing – Validate system operations against business needs
▪ Project Team Training – Train project team on full system operation and develop an end user training
plan.
Integration – Each phase will be performed with guidance of a technical consultant
▪ Needs Analysis – Assess business requirements
▪ Configuration – Build integration as per business requirements
▪ User Testing – Validate system operations against business requirements
▪ Project Team Training – Train project team on system operation
Deployment – Each phase will be performed by members of your project team
▪ End User Training – Project team trains all end users on system operation
▪ Workstation Readiness – Configure all workstations to ensure readiness with ACTIVE Net system
requirements
Go-Live! – Successful use of the ACTIVE Net system as part of your day-to-day business operations
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Advanced Service Package
Service level Advanced is reserved for enterprise customers who have a strong desire for onsite services.
Service level Advanced consists of:
• Business Process Review
The Business Process Review is a meeting that assesses the accounting and IT aspects of the
implementation. A review of the data assessment sheet, a document that contains pertinent
questions on current business practices, is also addressed during this meeting
• Senior consulting services
Senior consulting services are delivered by our Enterprise Consulting team. This team represents
our most seasoned agents.
• Bi-weekly two-day engagements
Services are conducted as bi-weekly two-day engagements. With this approach the consultant will
engage your organization on the same two consecutive days every other week for the duration of
the project.
• Remote and onsite services
A combination of remote and onsite services are offered with this service package. Remote
services are conducted using conferencing and desktop sharing software. Onsite services are
conducted onsite at your premises.
• Train the trainer services
Train the trainer services are delivered by the consultants. Training sessions focus on providing
your trainers the knowledge to train staff on system operations.
• Data entry services
The data analyst team delivers data entry services. Data entry includes the entry of all policy
controls and inventory items required for Go Live.
• Training materials
Training materials include both quick reference guides and a training manual. Quick reference
guides provide step-by-step instructions to guide users on best practices for commonly used
functionality. The training manual provides a curriculum on end-user training of ACTIVE Net best
practices.
• Basecamp login
The Basecamp login provides access to an online project management tool that offers a central
environment for tracking project activity and storing project artifacts.
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• Go Live Preparation
The Go-live Preparation meeting is designed to address any outstanding issues associated with
the upcoming go-live as well as prepare the client for the rollout of the ACTIVE Net. Topics include
strategies around end user training, deployment and conversion. Key post go-live contacts from
ACTIVE such as the Account Manager and Support will also be introduced during this meeting.
Based on this proposal and the number of functionalities requested, below is the anticipated schedule for
your training.
Schedule
Initiation Project Launch Project Launch
Week 1 Project Launch Review, General Settings Launch Onsite
Week 3 General Settings Review & Module Launch 1,2,3,4&5 Remote
Week 5 Module Launch 6,7,8,9&10 Remote
Week 7 Module ALL Data Sheet Review Remote
Week 9 Module 1&2 UAT Remote
Week 11 Module 3&4 UAT Onsite
Week 13 Module 5,6&7 UAT Remote
Week 15 Module 8,9&10 UAT Remote
Week 17 Module ALL UAT Remote
Week 19 Module 1,2&3 Training Remote
Week 21 Module 4,5&6 Training Onsite
Week 23 Module 7,8,9&10 Training Remote
Week 25 System Training Remote
Week 27 Go Live Prep Remote
Available Support
▪ ACTIVE’s customer support analysts accessible via phone, messaging, and email
▪ Self-service support:
― Searchable knowledgebase
― User guides & Online forums
▪ Online Services Team and eMarketing Center
― Tips and templates for promoting online registration through email campaigns & website optimization
▪ Launch Consultants
― Complimentary one on one engagements to plan your digital marketing strategy and execution
― Tips and Templates for driving optimal conversion
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Account Management
All of our software partners have a dedicated account manager assigned as your main point of contact throughout
ACTIVE. Their role is to help support you with market knowledge and as a non-technical point of contact to help
with all of your needs
Support Tiers
At ACTIVE Network, we are committed to helping you drive participation and increase engagement across
your community with ACTIVE Net-- our premier recreation and membership management solution. Achieving
these goals also requires the best in-class technical support available. Whether you have a quick question or
need personalized guidance from a dedicated expert, our support plans are flexible enough to fit your
requirements and address any situation.
Your Support Package Will Be Advanced
Standard Advanced Enterprise Enterprise-TAM
Self-help at your own pace is
made easy through access to
the knowledge base and
built-in product help
Resolve issues
faster through the support
channel that suits your
business needs
Designed for leading-edge
organizations with complex
requirements
Unparalleled expertise and
support for organizations
requiring a customized
experience
Features Standard Advanced Enterprise
Enterprise-
TAM
Unlimited number of support requests ✓ ✓ ✓ ✓
24/7 access to online customer portal ✓ ✓ ✓ ✓
24/7 emergency phone support ✓ ✓ ✓ ✓
24/7 web/email case submission ✓ ✓ ✓ ✓
Target email response time
24+
hours 24 hours
4 business
hours
4 business
hours
Learning Management System (# of users) 5 15 50 50
Live phone support during business hours ✓ ✓ ✓
Priority phone support ✓ ✓
Rush event support ✓ ✓
Technical Account Manager direct line ✓
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Technical Account Manager on site support ✓
*Support business hours: 5 am – 6 pm PST
SOFTWARE AS A SERVIC E
One of the challenges that many organizations face today is doing more with less. That is especially true in
today’s economy. Our Software as a Service (SaaS) model provides organizations with an affordable way to
meet this challenge enabling them to focus their resources on providing their services to their communities.
The key difference between ACTIVE’s SaaS model and the traditional software license/maintenance model is
that ACTIVE’s success is directly tied the success of your organization. Our model ties us to the success of
your customers, so we have a much stronger vested interest to your success and supporting your needs.
No License or Support and Maintenance Fees
With ACTIVE’s SaaS model, all of the traditional expenses with purchasing software such as the licensing and
annual maintenance for technical support and hosting facilities are bundled into a single technology fee. There
is no limit to the number of users, workstations, facilities or locations, you can grow into, so the solution will
scale with you at no additional cost.
Upgrades are Timely, Seamless and Free
Unlike traditional software, where upgrades happen annually or every six months, ACTIVE continuously
pushes new features and updates to our solutions. In addition, having a flexible cloud based solution like
ACTIVE Net allows us to release 3-4 full upgrades per year without any additional cost or downtime for you.
Low Cost of Entry
Deployment of a fully web-based solution is faster and more cost effective since there is no infrastructure to
maintain, no redundancy measures to plan for and little IT time involved. ACTIVE hosts the application and is
responsible for ensuring it is secure and PCI compliant – both of which can be costly to any organization.
Online Registration Software Licensing &
Maintenance
Product Upgrades
ACTIVE will help you with online
adoption to ensure your online
registration site gets the most traffic
possible.
Our software supports unlimited
users and locations.
ACTIVE manages all updates and
upgrades so there’s no additional
work for you.
Support Infrastructure Costs PCI Compliance
ACTIVE offers unlimited technical
support, 24x7x365 system critical
technical support, and a dedicated
account management team to help
with non-technical needs.
ACTIVE hosts and manages the IT
infrastructure in SSAE 16 compliant
and top level, tier IV data centers,
which means peace of mind and
lower costs for you.
ACTIVE maintains PCI Level 1
compliance, taking the responsibility
for risk and validation requirements
at the point card data is entered into
ACTIVE Net.
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Payment Processing One-Stop Shop Predictable Processing Costs
ACTIVE Net includes credit card
processing for all transactions
regardless of brand, rewards, or
type used.
ACTIVE provides the application,
hosting, and payment processing.
Includes all gateway, authorization,
‘card-not-present’ and interchange
fees.
Our rates do not change by the card
brand or type used (rewards/affinity
programs).
SOFTWARE AS A SERVICE FEES
As a fully-hosted technology, ACTIVE Net virtually eliminates the need for costly software and IT infrastructure
investments.
Staff Interface Technology Fees
Technology Base Fee 2.26%
Additional Fee for Credit Cards 3.00% (5.26% total)
Additional Fee for ECP 0.50% (2.76% total)
Staff Interface CASH / CHECK Transaction Example:
Class / Program Fee: $100.00
Standard Technology Fee: $2.26
Participant Pays: $100.00
Organization Nets: $97.74
ACTIVE Collects: $2.26
Staff Interface CREDIT CARD Transaction Example:
Class / Program Fee: $100.00
Standard Technology Fee: $2.26
Additional Credit Card Fee: $3.00
Participant Pays: $100.00
Organization Nets: $94.74
ACTIVE Collects: $5.26
Safe, Secure and Fully-Hosted
ACTIVE owns and maintains the entire databases and web server infrastructure hosting your ACTIVE Net
solution, meaning low-cost automation for your team. We provide our own merchant account (so you don’t have
to), securely process all online and offline transaction and safely store your data.
Staff-Interface Transactions (Walk-In, Phone-In, Mail-In)
Each offline transaction (those entered into ACTIVE Net by your staff) is assessed the technology fee.
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Public Interface Transactions (Self-Serve Online)
Each Online transaction (entered by your customers through the self-serve Public Access website) is assessed
an Online Processing Fee, which is made up of the technology fee and a credit card processing fee.
Depending on your community and your organization, there are three (3) ways your customers handle the
Online Technology Fee:
1. Pass the processing fee on to the participant
2. Organization absorbs 100% of the processing fee
3. Organization splits processing fees with participant
Public Interface Transaction Fees
Online Processing Fee: 5.26%
Public Interface Transaction Example:
Class / Program Fee: $100.00
Online Processing Fee: $5.26
Participant Pays: $105.26
Organization Nets: $100.00
The ACTIVE Network Collects: $5.26
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PROPOSED SOLUTION
Schedule
ACTIVE Net - Primary Transportation
(to be reimbursed based on actual cost
incurred)
Quoted prices for onsite services do not include the costs
of transporting Active Network resources onsite. If onsite
services are required, economy primary transportation
costs (eg. Airfare, train fare, or mileage) will be assessed
and invoiced separately. Onsite services are billed in
minimum, 8 hour daily increments.
$0.00
ACTIVE Net - Service Package
Advanced 10
ACTIVE Net Service Package Advanced 10 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 testings
• onsite & remote train the trainer training
• remote Go Live preparation
• remote hardware configuration
The scope of Services is contained to the 10
functionalities listed below.
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.
$60,840.00
Included Functionalities
Customer Management
Communication – Emailing, Texting, etc.
Public Access (Online Registration)
Marketing/Email Tools
Reporting
Purchased Functionalities
1. Facility Reservation
2. Private Lessons
3. Activity Registration
4. POS/Equipment Lending
5. Lockers
6. Memberships
7. Daycare
8. Camps
9. League Scheduling
10. Payroll
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Technical Services
Quantity Unit Price Extended Price
ACTIVE Net - Technical Services: Financial Export 1 1,400.00 $1,400.00
ACTIVE Net - ACH Remittance - "Daily" Every 72
Hours
1 $0.00
ACTIVE Net - Technical Services: Lighting
Integration
1 2,800.00 $2,800.00
SaaS Fee
ACTIVE Net - Public Interface Fee Set up - absorbed by client
ACTIVE Net - Staff Interface - Technology Fee 2.26%
ACTIVE Net - Public Interface - Online Transaction Fee 5.26%
ACTIVE Net - Staff Interface - Payment Processing Fee - Credit Card 3.00%
ACTIVE Net - Staff Interface - Payment Processing Fee - Electronic Cheque/Check Processing 0.50%
ACTIVE Net - Support Advanced Package
ACTIVE Net - (credit card refunds - flat fee) $0.10
Quote Summary
Total Services Costs $60,840.00
Technical Services $4,200.00
Maintenance Costs $0.00
Total Third Party Hardware Costs $0.00
Total $65,040.00
All fees described herein are in consideration of the Software and Services that ACTIVE provides. ACTIVE and Client acknowled ge 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.
If your order includes hardware, please note that all hardware orders have a 30-day return policy, and it is recommended that you inspect your purchases
upon delivery.
*Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.
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GATEWAY API SERVICES
Pricing Plans to Fit Your Needs
• Pricing is based on the number of monthly calls
• Unlimited calls for the first 3 months
• 15,000 free calls per month to trainer
• Data transfer included
• Consulting services available to get started
• Calls to integrated partners do not count against monthly subscription
Features Pro Premium Elite
Monthly Base Price $300 $500 $800
Annual Base Price $3,600 $6,000 $9,600
API Calls 300,000 / mo 600,000 / mo 1M / mo
Overages $0.001/call $0.001/call $0.0008/call
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THIRD-PARTY HARDWARE
The following is a list of supported peripheral hardware that may be needed by your organization when using the
Membership and Point of Sale features of ACTIVE Net. You are welcome to purchase hardware from other
sources, however our Support team is only required to answer hardware-related questions if the devices were
purchased through ACTIVE.
The only piece of hardware that is required and must be purchased from ACTIVE is the Ingenico IPP320 credit
card processing terminal for staff-entered transactions. These devices are encoded specifically for ACTIVE Net
to encrypt and protect your customers’ information and credit card data. PCI regulations require secure credit
card entry devices to maintain the security of cardholder data and PCI compliance.
*Unit prices are subject to change.
Credit Card Mechanisms
Ingenico IPP320 – Pin Pad
*EMV – Chip & Pin Credit Card Reader $460.00
Digital Signature Pad for Waivers
Electronic Signature Pad Color 5.7 in (Dual Serial / HID
USB Backlit) with Software
Tilt Stand
$597.50
$157.50
Membership Hardware
DataCard SD260 ID Card Printer
UltraCard PVC Cards, 30mil, 500 count
SD 260 – Green Color Ribbon YMCKT 500 cards
Datacard Alcohol Cleaning Card Kit 10/pack
$1,395.90
$46.20
$137.50
$8.80
Metrologic M9520 Barcode Scanner $174.90
Honeywell Orbital Scanner USB Pass Validation
(MK7120-71A38 – USB)
$321.10
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Honeywell MK7580 Genesis Imager, 110V Stand build -
in, USB *for smartphone scanning
MK7580 Cable, USB, Black
$453.00
$25.00
Microsoft LifeCam HD-3000 $55.00
Microsoft LifeCam $93.50
Point of Sale Hardware
EPSON T-88V Thermal Receipt Printer
Thermal Receipt Paper
$354.20
$93.50
APG Series 4000 Cash Drawer
Connects via the Thermal Receipt Printer
Connects directly to the workstation
Under Counter Mounting Bracket
$189.20
$245.30
$38.50
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DATA CENTERS AND SEC URITY
Maintaining a Software-as-a-Service (SaaS) environment with market leading availability and security is a core
strength of ACTIVE, and it’s what sets us apart from other vendors. We maintain a private cloud in a state-of-
the-art data center and application infrastructure that is supported by a team of highly skilled, highly trained,
technology professionals to keep your data always safe, secure and available.
Our primary data center is designed to meet
the Uptime Institute’s Tier IV data center
standards and incorporates multiple, active
power and cooling distribution paths, has
redundant components, and is fault tolerant;
providing 99.995% availability of those
functions. In the event of any local/regional
blackouts or disaster, the data center would
continue to provide uninterrupted access. All
of our Datacenters hold a current SSAE16
certificate, which can be provided upon
request.
Security
Data center facilities have security guards on site 24x7. Closed circuit surveillance cameras have been installed
on the interior and exterior of the buildings, as well as covering each colocation floor of the facilities. Video from
these cameras is monitored locally and digitally recorded to disk for later review. The datacenter is monitored
around-the-clock by operations staff.
Customers wishing to access their servers must present valid identification (e.g., driver’s license) to the security
guards at the facility and be on a list that allows their access. Once their identity and access authority has been
confirmed, the customer will be given the key to their rack and unescorted access into the colocation section of
the facility. Electronic key readers have been installed at every entrance to the facilities. Every cabinet in the
data center is locked and access is controlled by the on-site security guard’s key management system.
At present, ACTIVE’s data centers implement five layers of physical security:
1. Perimeter: Blast walls, locked gates, no clear avenue of approach/entry, and lack of exterior signage.
2. Exterior Walls: Reinforced concrete with a minimum of reinforced, alarmed doors, perimeter video
cameras, entry to lobby requires verification against an authorized list.
3. Mantraps: Once inside the lobby, steel mantraps block entry to the data center.
4. Manned Access Control: Access beyond the mantrap requires ID and biometric authentication controlled
by 24/7-armed guards. Additional audio and camera surveillance are implemented.
5. Caged Spaces: Within the data center, all ACTIVE Network operated equipment is separated and
contained within an individually locked and monitored cage.
Security staff members at our primary datacenter are hired with military and security experience and complete
an extensive training period, which includes security system instruction, procedure and policy instruction, and
non-lethal weapon training.
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Network Security
Digital traffic into and out of the facility goes through multiple layers of firewall and denial -of-service hardware
based protection using best-in-class equipment from manufacturers such as Juniper and Cisco. All network
communication to the ACTIVE Network equipment is via SSL cryptographic protocol. This ensures information
is secured at the transport layer, end-to-end, using 128-bit encryption keys. Application and data servers for
each of our environments reside in their own segmented network environment, separated from network access
by a DMZ that is protected by our own double layer of enterprise class firewalls.
Our team of Certified Information Systems Security Professionals (CISSP) uses a comprehensive suite of
software and hardware tools to inspect network activity, watching for and protecting against any external threats.
Data Security
All customer account information is encrypted in the database and strong passwords are enforced by the
application interface. Data access is only allowed through specific service accounts that have server and process
specific permissions.
Our integrated application security architecture prevents anyone but the customer from accessing their data.
This security model is reapplied with every request and enforced for the entire duration of a user session.
Systems Security
Our information security team is constantly apprised of new vulnerabilities from our technology vendors and
security forums. Frequent infrastructure scans also serve to detect and notify staff of potential risks in our
environment. Upon discovery, new risks are ranked in accordance to the National Vulnerability Database
Common Vulnerability Scoring System. Remediation is prioritized according to the risk and can be fully tested
and deployed within a matter of days if needed.
Anti-virus software is used on all company computers and servers and managed via a central management
console that continually keeps the software and virus definitions up-to-date.
PCI Compliance
The PCI standards cover everything from network security, to application security, to background screening of
our employees. We participate in Visa’s Payment Card Industry (PCI) data security standards compliance audit
and hold the highest available certification, a Level 1 Payment Processor Certification for all our payment
processing.
Operations
Monitoring and Response
All systems required for supporting the application and services are fully monitored by a suite of tools. We
perform monitoring, alerting and notification on multiple tiers of the technology architecture.
▪ Core Infrastructure Monitoring – Our entire technology stack is monitored 24/7.
▪ Customer Experience Monitoring – We implement a separate third party service that continuously tests
our web facing products for key functions from a variety of geographic locations, beyond our own data
centers. Should error conditions occur in any of our monitoring tools, alerts are immediately forwarded
to engineering staff for investigation and resolution.
▪ Network Operations Center – We operate our network operations center (NOC) that is fully staffed
7/24/365.
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Data Protection and Recovery
We protect critical customer data contained in the database with backups on a regular basis throughout each
day. We replicate both nightly incremental and full backups to a secondary server within the local data center for
online storage, and create tape backups for offsite storage. Online storage allows duplication of data to occur in
near-real time versus the hours or days it may take to recover from tape-based media only.
All systems and services have the confidence of maximized uptime through the following:
• Fully redundant data center facilities
• Replicated databases, redundant servers as well as offsite data storage
• Production data protected by continual real-time mirroring, replication and digital backup
• Uninterruptible power supplies and generator backup for all production systems
• Back up timing:
― Transaction Log – Every 10 minutes
― Incremental Backup – Nightly
― Full Backup – Weekly
― Backup Storage – Every 2 months
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MINIMUM REQUIREMENTS FOR ACTIVE
NET
ACTIVE Net requires the installation of several third-party applications to run optimally. The following
applications* are supported for use with ACTIVE Net.
*This list is updated as new versions are released and supported. Updates are provided as part of Standard
Release Notes for ACTIVE Net.
ACTIVE Net Admin Portal (AUI) – Staff Interface
• Microsoft Windows: Windows 7, 8, and 8.1
• Java: version 7 update 76, 8 update 45 and 8 update 51
• Adobe Reader: 11.0.06 or later
• Flash: 12.0.0.44 or later
• Browsers:
― Internet Explorer: 9, 10 or 11 (IE 9 is not supported for digital signature pads, ACTIVE Nets Insights
and taking picture in ACTIVE Net.
ACTIVE Net Consumer Portal (CUI) – Public Interface
• Microsoft Windows: Windows 7, 8, and 8.1
• Apple iOS: Operating system 8.1 (registration module only)
• Browsers:
― Internet Explorer: 10 or 11
― Google Chrome: latest version
― Apple Safari: On iOS devices
CONTACT US
Please let us know if you need more detail on anything presented in this proposal or if you have any questions
about ACTIVE or our solution, ACTIVE Net. We are always here to help answer questions.
Sincerely,
Emmanuel Gabler
ACTIVE Network, LLC.
Emmanuel.Gabler@activenetwork.com
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PRODUCTS AND SERVICES AGREEMENT
CONTRACT #_______________
#
CLIENT INFORMATION
ORGANIZATION FULL
LEGAL NAME:
Southlake Parks and
Recreation
ADDRESS: 1400 MAIN STREET SUITE 210
Southlake, TX 76092
CONTACT NAME: Sharon Guess TELEPHONE: 817 748 8044
EMAIL:
sguess@ci.southlake.tx.us
FAX:
OVERVIEW OF AGREEMENT
This document (“Agreement”) consists of this cover page, and the following Schedules and Exhibits (check all
applicable Appendices)
X Appendix 1: Hosted Software
Appendix 2: Third Party Products
X Pricing Schedule
X Exhibit A: Maintenance Exhibit
NOTE: If Client is tax exempt, certificate must be provided along with signed contract.
In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby
agree to be bound by this Agreement. By signing below, Client acknowledges and confirms that it has read this
Agreement.
CLIENT ACTIVE NETWORK, LLC (“ACTIVE”)
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Active Network, LLC, 717 N Harwood Street | Suite 2500 | Dallas, TX | 75201
Telephone: (888) 543-7233
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TERMS APPLICABLE TO ALL PRODUCTS AND SERVICES
1. INTERPRETATION
1.1 Definitions. For the purposes of interpreting this Agreement, the following terms will have the following
meanings:
(a) “Active” means Active Network, LLC as referenced on the first page of this Agreement.
(b) “Affiliates” of a designated corporation, company or other entity means all entities which control, are controlled
by, or are under common control with the named entity, whether directly or throu gh one or more intermediaries. For
purposes of this definition “controlled” and “control” mean ownership of more than fifty percent (50%) of the voting
capital stock or other interest having voting rights with respect to the election of the board of directors or similar
governing authority.
(c) “Agreement” means this Products and Services Agreement, inclusive of all Appendices, Schedules and exhibits.
(d) “Client” means the legal entity other than Active entering this Agreement.
(e) “Effective Date” means the last date set forth on page one of this Agreement.
(f) “Hosted 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 Active and are identified in a
Schedule as licensed (or sublicensed) to Client by Active in connection with this Agreement, and which reside on
Active’s servers and are accessible by Client’s staff or Users via the Internet.
(g) “Maintenance” means the provision of maintenance services as set out in the Support and Maintenance
Handbook attached as Exhibit A.
(h) “Online Services” means services, such as Internet registration, that are enabled by Hosted Software and
available to the public via the Internet.
(i) “Other Services” means Services other than Professional Services as provided in an agreed Schedule.
(j) “Products” means the Hosted Software and other products (including documentation) provided to Client by or
on behalf of Active.
(k) “Professional Services” means any and all types of services which Active provides, to Client and/or to other
clients of Active, in the course of Active’s business, including but not limited to services relating to the installation,
implementation, optimization, administration, training and troubleshooting of computers, computer software,
computer networks, databases, internet-related equipment and applications, but expressly excludes Support and
Maintenance. Professional Services shall be as set forth in the applicable Schedule.
(l) “Schedule” means a schedule, quote, pricing form, order form, or similar document associated with this
Agreement that lists the Products and Services provided by Active to Client hereunder and the related fees. The
features, services, options, and fees may be described more fully on web pages describing the Software and Services,
and/or in an applicable Schedule. Each Schedule will reference this Agreement or the Contract Number above (if
applicable), must be signed by Client and will be governed by and incorporated into this Agreement.
(m) “Services” means all Professional Services, Support and Maintenance, Online Services, and Other Services
provided to Client by or on behalf of Active.
(n) “Software” means the Hosted Software as defined elsewhere in this Section.
(o) “Support” means the ongoing telephone, email, web-based and dial-in support and problem resolution to assist
Client in the use of the Hosted Software, and Other Services and Products of Active as set out in the Support and
Maintenance Handbook attached as Exhibit A.
(p) “Support and Maintenance Handbook” means the documents published by Active setting out the applicable
service levels, processes, restrictions, and other particulars of Support and Maintenance provided in respect of the
Software and Other Services and Products of Active attached as Exhibit A, as amended from time to time upon notice
to Client.
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(q) “Third Party Products” means those hardware, firmware and/or software products, provided to Active by
third parties, listed in a Schedule, together with all user manuals and other documents accompanying the delivery of
the Third Party Products, provided that the Third Party Products shall not include software developed by Active.
(r) “User” means a person who accesses and uses any of the Products in any manner whatsoever.
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. CHARGES AND PAYMENTS
2.1 Taxes. Client will pay all applicable sales, use, withholding and excise taxes, and any other assessments against
Client in the nature of taxes, duties or charges however designated on the Services and Products or their license or
use, on or resulting from this Agreement, exclusive of taxes based on the net income of Active, unless exempted by
law and unless a valid tax exemption certificate has been provided to Active prior to invoicing.
2.2 Currency. Unless otherwise indicated in a Schedule, all prices are in the currency of the country in which Client
is located.
2.3 Delivery. Delivery for Products supplied by Active under this Agreement will be deemed to have occurred
F.O.B. origin, which in the case of Hosted Software will typically be in the form of an email from Active providing a
FTP (i.e. file transfer protocol) downloadable link. To the extent applicable, Client will be responsible for shipping
and handling costs.
2.4 Invoices/Payment. Active will provide invoices to Client for all amounts owing by Client hereunder. Payment
of invoices is due within thirty (30) days from the date of invoice.
3. CLIENT INFORMATION; CONFIDENTIALITY
3.1 Client Information and Obligations. In order to assist Active in the successful provision of Services and
Products to Client, Client shall (i) provide to Active information relating to Client’s organization, technology
platforms, systems configurations, and business processes and otherwise relating to Client that is reasonably requested
by Active from time to time, (ii) make available such personnel assistance to Active as may be reasonably necessary
for Active to perform hereunder; and (iii) carry out in a timely manner all other Client responsibilities set forth herein.
Any delay by Client hereunder shall result in a day-for-day extension of Active’s dependent obligations.
3.2 Confidential Information.
(a) In the performance of or otherwise in connection with this Agreement, one party (“Disclosing Party”) may
disclose to the other party (“Receiving Party”) certain Confidential Information of the Disclosing Party. “Confidential
Information” means any information of either party, which is not generally known to the public, whether of a technical,
business or other nature (including, but not necessarily limited to: trade secrets, know how, computer program source
codes, and information relating to the clients, business plans, promotional and marketing activities, finances and other
business affairs of such party); provided that the same is conspicuously marked or otherwise identified as confidential
or proprietary information prior to, upon or promptly after receipt by the other party; and provided further that the any
software or software application server source code provided by Active or its licensors shall be deemed to constitute
Confidential Information without further designation by Active. The Receiving Party will treat such Confidential
Information as confidential and proprietary of the Disclosing Party and will use such Confidential Information solely
for the purposes for which it is provided by the Disclosing Party and will not disclose such Confidential Information
to any third party (other than a third party under contract whereby that third party has agreed in writing to keep the
Confidential Information confidential).
(b) Exclusions. The obligations under this paragraph will not apply to an y: (i) use or disclosure of any information
pursuant to the exercise of the Receiving Party’s rights under this Agreement; (ii) information that is now or later
becomes publicly available through no fault of the Receiving Party; (iii) information that is obtained by the Receiving
Party from a third party authorized to make such disclosure (other than in connection with this Agreement) without
any obligation of secrecy or confidentiality; (iv) information that is independently developed by the Receiving Part y
(e.g., without reference to any Confidential Information); (v) any disclosure required by applicable law (e.g., pursuant
to applicable securities laws or legal process), provided that the Receiving Party will use reasonable efforts to give
advance notice to and cooperate with the Disclosing Party in connection with any such disclosure; and (vi) any
disclosure with the consent of the Disclosing Party.
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(c) Active is aware that under the Texas Public Information Act, if Client spends or contributes public money for
the purpose of writing, producing, collecting, assembling, or maintaining any information , such information may be
considered public information and must be maintained as required by law.
4. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
4.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES. THE EXPRESS WARRANTIES SET OUT IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER
WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER
APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT OR OTHERWISE) OR
CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR
PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY.
WITHOUT LIMITING THE ABOVE, ACTIVE DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THE OPERATION OF
PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR
ERRORS.
4.2 RESTRICTIONS ON WARRANTY. ACTIVE HAS NO OBLIGATION TO REPAIR OR REPLACE
PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE FAULT OR NEGLIGENCE OF ANY
PARTY OTHER THAN ACTIVE.
4.3 NO INDIRECT DAMAGES. WITHOUT LIMITING THE GENERALITY OF SECTIONS 4.1 AND 4.4, IN
NO EVENT WILL ACTIVE BE LIABLE TO CLIENT OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES
OR LOSSES (IN CONTRACT OR TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO DAMAGES
FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR
INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
4.4 LIMITS ON LIABILITY. IF, FOR ANY REASON, ACTIVE BECOMES LIABLE TO CLIENT 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 OR OTHERWISE), THEN:
(a) THE TOTAL AGGREGATE LIABILITY OF ACTIVE TO CLIENT WILL BE LIMITED TO TWO (2) TIMES
THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO ACTIVE AS CONSIDERATION FOR THE
PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; PROVIDED THAT THIS PROVISION
WILL NOT AFFECT THE PARTIES’ RIGHT OF INDEMNIFICATION AS PROVIDED IN SECTION 9; AND
(b) IN ANY CASE CLIENT MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST
ACTIVE ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER MORE THAN TWO YEARS AFTER THE RELEVANT CAUSE OF ACTION HAS
ARISEN, EXCEPT AS MAY BE PROVIDED UNDER APPLICABLE TEXAS LAW.
4.5 SEPARATE ENFORCEABILITY. SECTIONS 4.1 THROUGH 4.4 ARE TO BE CONSTRUED AS
SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE.
4.6 For the purposes of this Section 4, reference to Active shall also include its suppliers and licensors.
5. RESTRICTIONS
5.1 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 a s 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
Active Network, LLC or one of its Affiliates or subsidiaries.
5.2 Export Restrictions. The Products may include encryption software or other encryption technologies that may
be controlled for import, export, or purposes under the laws and regulations of the countries and/or territories in which
the Products are used (“Applicable Law”). Client may not export, re-export, or assist or facilitate in any manner the
export or re-export of, any portion of the Products, as determined by Applicable Law under which Client operates: (i)
to any country on Canada’s Area Control List; (ii) to any country subject to UN Security Council embargo or action;
(iii) contrary to Canada’s Export Control List Item 5505; (iv) to countries subject to U.S. economic sanctions and
embargoes; and (v) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items. Client hereby
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represents and covenants that: (i) to the best of Client’s knowledge Client is eligible to receive the Products under
Applicable Law; (ii) Client will import, export, or re-export the Products to, or use the Products in, any country or
territory only in accordance with Applicable Law; and (iii) Client will ensure that Client’s Users use the Products in
accordance with the foregoing restrictions.
5.3 Third Party Software and Open Source Components. The Software may contain open source components or
other third party software of which the use, modification, and distribution is governed by license terms (including
limitations of liability) set out in the applicable documentation (paper or electronic) or read me files.
5.4 Restrictions; Acceptable Use Policies. Client shall: (i) use the Products exclusively for authorized and legal
purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and anti -
spamming laws; (ii) not reverse engineer, disassemble, or decompile any Products or prepa re derivative works thereof;
(iii) not copy, modify, transfer, display, or use any portion of the Products except as expressly authorized in this
Agreement or in the applicable documentation; (iv) not contest or do or aid others in contesting or doing anything
which impairs the validity of any proprietary or intellectual property rights, title, or interest of Active in and to any
Products; (v) not obliterate, alter, or remove any proprietary or intellectual property notices from the Products in
physical or electronic forms; (vi) not use the Products to transmit, publish, or distribute any material or information:
(a) for which Client does not have all necessary rights and licenses, including any material or information that
infringes, violates, or misappropriates the intellectual property rights of any third party; (b) that contains a computer
virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; or (c) that
is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable;
(vii) not attempt to gain access to any systems or networks that connect thereto except for the express purpose of using
the Products for their intended use; (viii) not rent, lease, sublicense, resell, or provide access to the Products on a time -
share or service bureau basis; and (ix) not input credit card information into the Products or solicit the input of such
information other than in pre-defined fields within the Products that are intended for that purpose.
6. TERMINATION
6.1 Termination. This Agreement will terminate:
(a) at the option of either party if the other party materially defaults in the performance or observance of any of its
obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; and
(b) without limiting (a), at the option of Active if Client breaches its payment obligations, provided that the right of
termination will be in addition to all other rights and remedies available to the parties for breach or default by the
other.
6.2 Suspension of Obligations. If either party should materially 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 ob ligations under this Agreement,
without liability, until the other party’s default is remedied, provided however that this Section will not permit Client
to suspend its obligation to make any payments due for Products or Services that are unrelated to any default alleged
against Active.
6.3 Return of Materials. In the event of termination of this Agreement for any reason whatsoever, Client will
immediately (i) return to Active all physical copies of Products delivered by Active to Client or otherwise in Client’s
possession or control, or (ii) if expressly permitted by Active, destroy all physical copies of the Products not returned
to Active and delete all electronic copies of the Products from its systems and certify in writing to Active that such
actions have all been completed.
6.4 Return of Data. In the event of termination of this Agreement for any reason whatsoever, Active will
immediately (i) return to Client all data delivered by Client to Active into the Online Services or (ii) provide the
necessary access to Client to allow the Client to download all such data. The format of such data will be the current
version of database management system used by the Online Services. Active will provide any then available database
schema and any then available record counts to the Client. Client is the owner of all of such data and such data’s work
product under this Agreement. Such data and work product does not include any of the Products or Services provided
by Active or proprietary or confidential information owned or provided by Active for the purposes of this Agreement.
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7. AUDIT AND MONITORING RIGHTS
7.1 Active may, upon a minimum of twenty-four (24) hours written notice to Client, attend upon Client’s premises
and verify that the Products are being used only as permitted hereby. Such inspections shall be limited to a maximum
of twice per calendar year, and will be performed only during Client’s regular business hours and conducted in a
manner as to minimize, to the extent reasonable, interference with Client’s business. Further, Active may, using
automatic means which do not interfere with the use of the Products by Client or Users other than as described in this
provision, monitor at any time usage of the Products by Client and or its Users.
7.2 Active agrees that the City shall, until the expiration of three (3) years after the applicable document is made
final by Active, have access to and the right to examine any directly pertinent books, documents, papers and records
of Active involving fee invoices and related support of the applicable invoice amount. Active agrees that the City
shall have access, during normal working hours, to all necessary Active facilities, and shall be provided adequate and
appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Any such audit
may occur no more than once in an annual period, upon no less than thirty (30) days prior written notice to Active,
during Active’s regular business hours and conducted in a manner to not disrupt Active’s business activities.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Warranty of Title. Active warrants that it has all rights necessary to make the grant of license herein by having
all right, title, and interest in and to the Products (other than Third Party Products) or as licensee of all such rights
from the owner thereof.
8.2 Intellectual Property. Active and its licensors shall retain all right, title, and interest in and to the Products and
the results of the Services and to all software, trademarks, service marks, logos, and trade names and other worldwide
proprietary rights related thereto (“Intellectual Property”). Client shall use the Intellectual Property only as provided
by Active, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair
Active’s or its licensors’ rights in its Intellectual Property. Client acknowledges that its use of the Intellectual Property
shall not create in Client or any other person any right, title, or interest in or to such Intellectual Property. Any goodwill
accruing from the use of the Intellectual Property shall inure solely to the benefit of Active or its licensors, as
applicable.
9. INDEMNIFICATION
(a) Each party (the “Indemnifying Party”) shall defend, settle, and pay damages (including reasonable attorneys’
fees) (“Damages”) relating to any third party claim, demand, cause of action or proceedings (whether threatened,
asserted, or filed) (“Claims”) against the other party hereto (the “Indemnified Party”) to the extent that such Claim
is based upon provision, by the Indemnifying Party, of materials, products, or services as part of such party’s
obligations hereunder that infringe the intellectual property rights of any third party provided that such materials,
products, or services are used in accordance with this Agreement.
(b) If any Claim that Active is obligated to defend, settle, and pay damages to Client under this Section 9(a) has
occurred or, in Active’s opinion, is likely to occur, Active may, at its option and expense either (1) obtain for Client
the right to continue to use the applicable Software, (2) replace or modify the Software so it becomes non -infringing,
without materially adversely affecting the Software’s specified functionality, or (3) if (1) or (2) are not readily
available after using reasonable commercial efforts or, if neither of the foregoing options is commercially reasonable,
refund a pro-rata portion of the fees paid by Client based on its lost use and terminate this Agreement. Active shall
not be obligated to defend, settle, or pay Damages for any Claims to the extent based on: (x) any Client or third party
intellectual property or software incorporated in or combined with the Software where in the absence of such
incorporated or combined item, there would not have been infringe ment, but excluding any third party software or
intellectual property incorporated into the Software at Active’s discretion; (y) Software that has been altered or
modified by Client, by any third party or by Active at the request of Client (where Active had no discretion as to the
implementation of modifications to the Software or documentation directed by Client), where in the absence of such
alteration or modification the Software would not be infringing; or (z) use of any version of the Software with res pect
to which Active has made available a non-infringing updated, revised or repaired subsequent version or other
applicable update, patch or fix.
(c) Indemnification Claims Procedure. Each party’s obligations under this Section are conditioned upon (1)
prompt written notice of the existence of a Claim, provided that a failure of prompt notification shall not relieve the
Indemnifying Party of liability hereunder except to the extent that defenses to such Claim are materially impaired by
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such failure of prompt notification; (2) sole control over the defense or settlement of such Claim by the Indemnifying
Party; and (3) the provision of assistance by the Indemnified Party at the Indemnifying Party’s request to the extent
reasonably necessary for the defense of such Claim.
(d) For the purposes of this Section 9, reference to Active shall also include its suppliers and licensors.
(e) Notwithstanding the foregoing, Client shall not be bound by the terms of this Section 9 to the extent precluded
by applicable law (e.g., sovereign immunity of a governmental entity).
10. GENERAL
10.1 Entire Agreement. This Agreement, including all attachments and referenced Appendices, Schedules and
exhibits, constitutes the complete and exclusive statement of the agreement between Active and Client with respect to
the subject matter hereof. It supersedes and replaces all oral or written RFPs, proposals, prior agreements, and other
prior or contemporaneous communications between the parties concerning the subject matter of this Agreement ,
except as those documents may be specifically incorporated into this Agreement. This Agreement may not be modified
or altered except by written instrument duly executed by both parties, except that Active may fill future purchase or
other orders for further goods or services available under this Agreement and, if Active does so, the provisions of this
Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order
stating otherwise. Any addendum attached hereto shall form an integral part of this Agreement and, in the event of
any inconsistency between this Agreement and any addendum, the provisions of the addendum shall prevail ; provided
however, in the case of indemnification, limitations of liability, and co nfidentiality obligations, this Agreement shall
always control. Any ‘click-wrap’ agreement, terms of use, electronic acceptance or other terms and conditions which
attempt to govern the subject matter of this Agreement that either party might be required t o acknowledge or accept
before entering into this Agreement are of no force and effect as between Client and Active and are superseded by this
Agreement.
(a) Intentionally left blank
10.2 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, provided such party promptly notifies the other
thereof and makes reasonable efforts to perform.
10.3 Notices. All notices and requests in connection with this Agreement will be given to the respective parties in
writing and will be deemed given as of the first business day of the notified party following the day the notice is faxed
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 mails, postage pre -paid,
certified or registered, return receipt requested, and addressed to the parties as indicated on the face of this Agreement
or such other address of which the party gives notice in accordance herewith, and receipt of any such notice will be
deemed to be effective as of the third business day following such deposit.
10.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without giving effect to
the conflict of laws provisions thereof. Neither the United Nations Convention of Contracts for the International Sale
of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal action or
proceeding relating to this Agreement shall be instituted only in any state or federal court in Dallas County, Texas.
10.5 Attorney Fees. In any action or suit to enforce any right or remedy under this Agreement or to interpret any
provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’
fees.
10.6 Affiliates. During the term of this Agreement, Client or Client’s Affiliates may order additional Products and/or
Services from Active or one of Active’s Affiliates by entering into a Schedule. In the event that Client or Client’s
Affiliate enters into a Schedule with Active or an Affiliate of Active, reference in this Agreement to “Client” and
“Active” shall mean the respective entity that executed the applicable Schedule. A breach of this Agreement by
Active’s Affiliate or Client’s Affiliate shall not affect the rights, privileges, or obligations of Active or Client, as
applicable, or any other Affiliate not in breach of this Agreement.
10.7 Non-Assignability. Neither party may assign its rights or obligations arising out of this Agreement without the
other party’s prior written consent, except that (i) Active may assign this Agreement to one of its affiliates or in
connection with any sale or security interest involving all or substantially all of its assets or any other transaction in
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which more than fifty percent of its voting securities are transferred; and (ii) Client automatically assigns this
Agreement to the purchaser of all or substantially all of Client’s assets or equity securities or to any successor by way
of any merger, consolidation or other corporate reorganization of Client. In the event that any such assignment is made
by Client pursuant to (ii), Client must provide Active with written notice of such event within thirty (30) days of such
assignment. Active shall have thirty (30) days from its receipt of such notice to terminate this Agreement without
further liability or obligation to Client.
10.8 Term and Survival. The term of this Agreement shall commence on the Effective Date set out on the cover
page hereof and shall continue as set forth in Sections 16 or 23.1, as applicable, or until terminated in accordance with
Section 6. Sections 1.1, 4, 5.4, 6.3, 8.2, 9, 10, 27.1, and 27.2 of this Agreement, along with all unpaid payment
obligations, will survive termination and expiration of this Agreement.
10.9 No Authority to Bind. Neither party shall incur any obligations for or in the name of the other party, or have
the authority to bind or obligate the other party. Neither party shall make, issue or authorize any statements (whether
oral or written) in contravention of the foregoing.
10.10 Counterparts. This Agreement may be executed in separate counterparts and delivered by facsimile or such
other electronic means as are available to the Parties. Such counterparts taken together shall constitute one and the
same original document.
10.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such provisions sha ll remain in full force and effect.
10.12 Cooperative Procurement. Upon consent by Active, this Agreement may be used for permitted cooperative
procurement by any public or municipal body, entity, agency or institution. If so authorized, and in order to forego a
related entity RFP or similar competitive bidding process, this Agreement may be extended to such other entities
indicated above for the procurement of similar products and/or services provided to Client herein and at fees in
accordance with this Agreement unless separately negotiated between such other entities and Active. Further related
entities participating in a cooperative procurement process shall place their own orders directly with Active and will
fully and independently administer their use of this Agreement to include such contractual obligations as those entities
and Active deem appropriate without direct administration from the original Client.
10.13 Insurance
Active will, at all times during the term of this Agreement, maintain the following insurance. A current ACORD
certification of insurance must be submitted upon request by Client. Client reserves the right to require or receive any
additional documents necessary to confirm that the insurance requirements are being met, including but not limited
to, policies and endorsements. However, an insurance certificate is required to be on file prior to start of any work.
Commercial General Liability: $1,000,000.00 per occurrence, $1,000,000.00 products/completed operations and
$2,000,000.00 general aggregate for bodily injury, personal injury and property damage.
Automobile Liability: $1,000,000.00 combined single limit per accident for bodily injury and property damage.
Coverage should be provided for any auto, including hired and non-owned vehicles.
Workers' Compensation and Employers' Liability: Statutory. Employers’ Liability policy limits of
$1,000,000.00 for each accident, $1,000,000.00 policy limit – disease, $1,000,000.00 each employee - disease.
Umbrella or Excess Liability: $2,000,000.00 per occurrence and aggregate.
Technology Professional Liability: $1,000,000.00 per claim, $2,000,000.00 aggregate. Active shall maintain this
policy for a period of one (1) year after termination of the Agreement or shall purchase extended reporting period or
“tail” coverage insurance.
Cyber Risk Liability (Network Security/Privacy Liability ): including cloud computing and mobile devices,
for protection of private or confidential information whether electronic or non-electronic, network security and
privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction,
implantation or spread of malicious software code, security breach, unauthorized access and use; inc luding
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regulatory action expenses; and notification and credit monitoring expenses with at least minimum limits as
follows subject to the terms, conditions, and exclusions of the ploicy:
$1,000,000.00 per occurrence or claim
$2,000,000.00 aggregate
Coverage may be written as a stand-alone policy, or included as part of the Professional Liability policy. If Cyber
Risk is included on the General Liability policy, the minimum policy limits required are $2,000,000 per
occurrence or claim and $4,000,000 aggregate. If coverage is written on a claims made basis, Active must
maintain this policy for a period of one (1) year after termination of the Agreement or shall purchase an extended
reporting period or “tail” coverage insurance.
Other Insurance Provisions
Client, its officials, employees and volunteers shall be included as an additional insured on the Commercial General
Liability, Automobile Liability and Umbrella Liability insurance policies. These insurance policies shall contain the
appropriate additional insured endorsement to cover premises/operations and products/completed operations, including
materials, equipment or supplies provided by Client.
============================================
APPENDIX 1: TERMS APPLICABLE ONLY TO HOSTED SOFTWARE
11. HOSTED SOFTWARE
11.1 Active will provide Client with access to hosted versions of the Products identified in the applicable Schedule
and associated Online Services, and Active hereby grants to Client a limited, non-exclusive, non-transferable license
to use the Hosted Software in accordance with the applicable documentation.
11.2 Client agrees to receive notifications regarding free product, promotional items, and giveaways at Client’s
Event(s) or facility(ies), but Client may opt not to receive the items from Active. Client’s customers who register for,
sign up, or otherwise interact with the Online Services (“End Users”) may opt-in to receive information, items, or
promotions/deals from Active, in which case, Active will be responsible for fulfillment and for providing customer
service for any such offers.
11.3 Client acknowledges that Active: (a) does not monitor or police communications or data transmitted through the
Hosted Software or Online Services by Client or any third party, or any communications or data transmitted by any
third party suppliers through the Hosted Software or Online Services; (b) shall not be responsible for the content of
any such communication or transmission; (c) shall have no liability of any kind with respect to any materials or
information that Client inputs into or transmits, publishes, or distributes through the Hosted Software or Online
Services; and (d) may remove or modify any such communication or transmission deemed offensive for which Active
has received more than one complaint.
12. LICENSE AND BRANDING
Active hereby grants to Client a limited, non-exclusive, non-transferable license to display, reproduce, distribute, and
transmit in digital form Active’s name and logo in connection with promotion of the Online Services only in the
manner approved of by Active during the term of this Agreement. Client hereby grants to Active a limited non-
transferable license to use, display, reproduce, distribute, adapt and transmit i n digital or printed form information
provided by Client relating to its organization, including its name, trademarks, service marks and logo, in connection
with the implementation and promotion of the Online Services; provided, however, that such use shall be as necessary
to Active’s performance under this Agreement. Client will use reasonable efforts to encourage adoption of the Online
Services, including displaying Active’s name and logo, in the form supplied by Active from time to time and in a
manner approved by Active, in any medium used by Client to promote its programs or services to prospective
participants.
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13. INFORMATION COLLECTION AND AUTHORIZED USERS
Active may collect certain information from individuals as part of a registration process. Client may login to Active’s
data management system to access this information. Both parties agree to use the collected information in compliance
with (i) all applicable laws, rules and regulations, including, without limitation, those governing online privacy and
use of credit card data (i.e. using credit card information only for purposes authorized by the cardholder); (ii)
applicable Payment Card Industry Data Security Standards; and (iii) Active’s privacy policy as published on its
website. Client is solely responsible for the security of its login information, authorization credentials, and similar
access information (collectively “Login Information”) and for the use or misuse of such Login Information. Client
agrees to only allow access to and use of the Products to its authorized users. Client acknowledges and agrees that
Active may provide access to or use of the Software and Services to anyone utilizing Client’s Login Information or
who is otherwise authorized by Client to use or access the Software and Services on Client’s behalf. Client is
responsible for such users’ compliance with the terms and conditions of this Agreement. Active may suspend or
terminate any such user’s access to the Software and Services upon notice to Client if Active reasonably determines
that any such user has violated the terms and conditions of this Agreement or is otherwise using the Products for
suspect purposes. Client will immediately either notify Active in writing or disable such user’s access if any previously
authorized Client user is no longer authorized to use the Login Information or otherwise use or access the Software
and Services. Active may rely, without independent verification, on such notice, and Client, inclusive of Client’s
parent, subsidiary and affiliate entities, as applicable, and each of their respective officers, directors, managers,
shareholders, owners, agents, employees, contractors, and representatives covenant not to sue and agree to defend,
indemnify, and hold harmless Active for any claims arising from Active providing, denying, suspending, or modifying
access to or use of the Software and Services of any individual as directed by Client or by someone who Active
reasonably, under the circumstances, believes is authorized to act on behalf of Client.
14. FEES FOR HOSTED SOFTWARE
14.1 Transaction fees.
(a) Client shall pay to Active the Hosted Software service fees (“Service Charge(s)”) as set out in the applicable
Schedule.
(b) In cases where Active’s banking or financial partners or similar service providers impose changes in processing
costs payable by Active, Active reserves the right to modify Service Charges to reflect such changes. Active further
reserves the right to modify the Service Charges once per calendar year, provided that any increase will not exceed
eight (8) percent (8%).
(c) Active will be responsible for collecting all payments processed through the Online Services and al l Service
Charges assessed by Active. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Active will
pay Client sums due to Client based on the total registration fees collected, net of Active’s Service Charges as set forth
in the applicable Schedule and any other deductions provided herein.
(d) If Client enters transactions at fee amounts less than those actually charged to Client’s Users, thus reducing or
avoiding applicable Service Charges, such action shall constitute a material breach of this Agreement.
(e) Active shall not be responsible for processing or making any refunds. In the event Client initiates a refund, a fee
may be charged by Active to Client as set out in the applicable Schedule. Active may set off against user fees collected
by Active to the amount of any credit card chargebacks and associated fees applicable to user transactions and to
reimburse itself for any overdue fees owed to Active by Client. To the extent that such funds are not available for set
off, Client shall promptly reimburse Active for any deficiency.
(f) In the event Client is entering into this Agreement and using the Hosted Software for the benefit of a third-party
event or organization (“Third Party Beneficiary”), Client agrees that Active may send fees collected by Active
directly to the Third Party Beneficiary.
(g) All fees described in the applicable Schedule are in consideration of the Software and S ervices 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 agrees not to impose such a surcharge on any E nd User.
14.2 Subscription fees.
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To the extent set forth in the applicable Schedule, Client shall pay to Active the Hosted Software subscription fees
(“Subscription Fees”) for the term of this Agreement established in Section 16 below. Client will be invoiced for
their first year Subscription Fees upon the first live operational use of the Hosted Software (“Go-Live Date”), with
subsequent annual Subscription Fees being invoiced upon each anniversary of Go-Live Date. Payment will be made
Net thirty (30) days from invoice date.
15. EXCLUSIVITY FOR HOSTED SOFTWARE.
During the term of this Agreement, Active will be the sole and exclusive provider of registration and other services
similar to the Hosted Software provided to Client hereunder for the events or transactions for which Client is using
Active’s Software and Services.
16. TERM FOR HOSTED SOFTWARE
Unless otherwise provided in the applicable Schedule, Active shall provide to Client, and Client shall license from
Active, the Hosted Software commencing on the Effective Date of this Agreement, and remaining in full force for a
period of three (3) years from the Go-Live Date of the Hosted Software (the “Initial Term”), with automatic renewals
for one (1) year terms for each of two (2) such renewals (each a “Renewal Term”) thereafter until either party gives
written notice to terminate the Hosted Software no less than twelve (12) months prior to the end of the Initial Term or
Renewal Term, as applicable.
============================================
APPENDIX 2: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES
17. PURCHASE AND SALE; DELIVERY
17.1 Purchase Commitment and Price. Active hereby agrees to sell to Client, and Client hereby agrees to purchase
from Active, the Third Party Products listed in a Schedule in the volumes and at the prices described therein.
17.2 Delivery. Active will ship all or any part of the Third Party Products to Client as soon as reasonably practicable
(or, if the below-described purchase order documentation does not seek immediate shipping, at the time Active
considers reasonable in order to meet the desired delivery date described) after receipt by Active of a purchase order
from Client specifying the particular Third Party Products sought, the number of such Third Party Products sought,
the price payable therefor, and the desired date and location of delivery thereof. Any such purchase order must, at a
minimum, reference quantity, description and price.
17.3 Changes by Client to Delivery Schedule. Following delivery by Client of any purchase order documentation
described in Section 24.2, no changes by Client to the shipment schedule described therein will be permitted unless
Active is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase
order documentation.
17.4 Acceptance of Purchase Orders. Purchase orders delivered by Client to Active in respect of Third Party
Products are not binding upon Active until accepted by Active in writing. In any case, despite any indication to the
contrary contained in any such purchase order documentation, no terms or conditions on purchase order documentation
issued by Client, other than the information required by Active as set forth expressly in this Agreement, will be binding
upon Active, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding
the fact that Active may accept or otherwise approve such purchase orders. Active reserves the right to refuse any
such purchase order for any reason not contrary to this Agreement, including without limitation pricing difference s as
described in Section 25.2.
17.5 Additional Third Party Products. Client may purchase Third Party Products in addition to those listed in a
Schedule by issuing additional purchase order documentation as described herein, provided that the supply (or non -
supply) of such additional Third Party Products will be subject to this Agreement as though such additional Third
Party Products had been included in a Schedule on the date of execution of such Schedule subject to the following:
(a) the price for such additional Third Party Products is subject to agreement between the parties each in their own
absolute discretion, and
(b) Active shall have the right to discontinue delivery of such additional Third Party Products upon at least ninety
(90) days written notice to Client without any liability to Client whatsoever for such discontinuance.
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18. CHARGES AND PAYMENTS
18.1 Prices. The pricing applicable to Third Party Products is as set out in the applicable Schedule in the form finally
agreed to by the parties.
18.2 Pricing Variability. Client acknowledges that:
(a) the prices described in a Schedule are applicable for six (6) months after the date of execution hereof, and such
prices are based upon Client taking delivery of the full number of any particular Third Party Product listed in the
applicable Schedule in a single shipment; and
(b) Client hereby agrees that after the expiry of such initial six-month period or, in case of Client seeking, in a
particular shipment, delivery of less than all of the Third Party Products of a particular type listed a Schedule, the
actual prices may be higher. Prior to shipment of any Third Party Products that would be subject to pricing that differs
from that described in the applicable Schedule, Active will notify Client of any such different pricing and Client will
accept such different pricing, as mutually agreed between Client and Active, in writing.
19. SUPPORT FOR THIRD PARTY PRODUCTS
For the purpose of isolating support issues and responsibility in respect of Third Party Products and their interaction
with any Products, Active will provide initial first-tier support, to a maximum of fifteen (15) minutes per support
inquiry, for Third Party Products, as further specified in the Support and Maintenance Handbook.
20. PROPRIETARY RIGHTS
20.1 Third Party Proprietary Rights. Client acknowledges that any Third Party Products supplied by Active
hereunder are supplied by Active as a reseller thereof and that the Third Party Products are subject to the intellectual
property rights of the various third party developers and/or manufacturers thereof, as applicable, including without
limitation copyright, trade secret, trademar k, and patent rights. Client will maintain in confidence and not use or
disclose any and all confidential business or technical information connected with any Third Party Product except as
specifically permitted by a party having legal control of such rights.
20.2 Additional Terms. Client acknowledges that the possession, installation and use of Third Party Products may
be subject to additional terms and conditions accompanying such Third Party Products at the time of delivery.
21. WARRANTY
21.1 Warranty. Active warrants to Client that Active has the right to deliver the Third Party Products subject to any
documentation accompanying such Third Party Products at the time of delivery and/or any licensing mechanisms,
physical, electronic or otherwise, included in any Third Party Products that are software.
Warranties Provided by Third Party Suppliers. Third Party Products are warranted by the manufacturers, suppliers
or licensors thereof in accordance with the warranty statements accompanying delivery of the Third P arty Products,
and Client agrees that Client will rely solely on such Third Party Product warranties. Client agrees not to make a claim
against Active on account of any warranty, express or implied, which may apply to any Third Party Product. If Client
notifies Active of a defect or nonconformity within thirty (30) days of the date of delivery of such Third Party Product,
Active will assist Client in troubleshooting such Third Party Product in accordance with Section 19. If such defect or
nonconformity cannot be remedied during such troubleshooting and such Third Party Product is still under the Third
Party Product warranty, Active shall contact the applicable manufacturer, supplier or licensor of such Third Party
Product to coordinate any returns or refunds. If a notice of a defect or nonconformity is received by Active from Client
of the defect or nonconformity following the initial the 30-day period, Active’s sole obligation and liability will be to
provide support in accordance with Section 26. Returns and refunds are at the sole discretion of the applicable
manufacturer, supplier or licensor.
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VDO_DOCS #1577247 v. 1
PRICING SCHEDULE
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EXHIBIT A: 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 Se rvices 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 5:00am and 6:00pm Pacific Time, Monday through Friday, via web portal
(http://www.activenetwork.com/service-and-support/customer-support).
2.2 Advanced: If you have purchased Advanced Support, Support is available between 5:00am and 6:00pm Pacific
Time, Monday through Friday, via telephone (800 -663-4991) or web portal
(http://www.activenetwork.com/service-and-support/customer-support).
2.3 Enterprise: If you have purchased Enterprise Support, Support i s available between 5:00am and 6:00pm Pacific
Time, Monday through Friday via telephone (800-663-4991)) or web portal
(http://www.activenetwork.com/service-and-support/customer-support) with preferred access to second tier
resources.
3. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a
week basis, provided that: (a) support calls, placed during “Extended Support Hours” (those occurring after 6:00pm
and before 5:00am Pacific 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 S oftware Clients only if the site
has remote access and Internet email capability.
4. Online Support. Access to the Active 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. Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades.
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6. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each
with its respective standard ticket resolution target. The Client is an Enterprise customer.
Call Priority
Level
Description Standard Completion
Target
Priority 1 Issues that result in Client’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: 1 business Day
Priority 2 Issues significantly impacting the use of the system but which
do not prevent core functions from being fulfilled.
Standard: 3 business day
Advanced: 2 business days
Enterprise: 1 business day
Priority 3 All other issues, except those classified as Priority 4 (i.e. how-to
questions, reporting/reconciliation issues).
Standard: 5 business days
Advanced: 3 business days
Enterprise: 2 business days
Priority 4 Issues that are not time-sensitive or may be undertaken as a
customer service initiative outside the scope of this attachment.
All: None
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 b y 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 Serv ices 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.
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•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.
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Company Address 717 North Harwood Street, Suite 2500
Dallas, Texas 75201
US
Created Date 2/27/2018
Quote Number 02500012
Currency USD
Expiration Date 3/31/2018
Prepared By Emmanuel Gabler Contact Name Sharon Guess
Email Emmanuel.Gabler@activenetwork.com Phone +1 817 7488044
Email sguess@ci.southlake.tx.us
Bill To Name Southlake Parks and Recreation
Bill To Contact Kate Meacham Ship To Contact Kate Meacham
Bill To Address 1400 Main Street Ste. 440
SOUTHLAKE, TX 76092
United States
Ship To Address 1400 MAIN STREET SUITE 210
Southlake, TX 76092
United States
Estimated Transaction Volume 2,500,000.00
Transaction Fees
Product Fee Fee % Product Description
ACTIVE Net - Public Interface Fee Set up - absorbed by client
ACTIVE Net - Staff Interface - Technology Fee 2.26%
Rates for organizations between $1,500,000 to
$8,000,000 in annual revenue through ACTIVE
Net.
ACTIVE Net - Public Interface - Online Transaction Fee 5.26%
Rates for organizations between $1,500,000 to
$8,000,000 in annual revenue through ACTIVE
Net.
ACTIVE Net - Staff Interface - Payment Processing Fee - Credit Card 3.00%
Rates for organizations between $1,500,000 to
$8,000,000 in annual revenue through ACTIVE
Net.
ACTIVE Net - Staff Interface - Payment Processing Fee - Electronic
Cheque/Check Processing 0.50%
ACTIVE Net - Support Advanced Package
Support package for organizations between
$1,500,000 to $8,000,000 in annual revenue
through ACTIVE Net.
ACTIVE Net - (credit card refunds - flat fee) 0.10
Product Product Type Product Description Quantity Sales Price Total Price
ACTIVE Net -
Technical
Services:
Financial Export
Service
ACTIVE Net Technical Services: Financial
Export consists of the following Services:
• remote configuration, testing & training
1 1,400.00 1,400.00
ACTIVE Net -
Primary
Transportation (to
be reimbursed
based on actual
cost incurred)
Service
Quoted prices for onsite services do not include
the costs of transporting Active Network
resources onsite. If onsite services are
required, economy primary transportation costs
(eg. Airfare, train fare, or mileage) will be
assessed and invoiced separately. Onsite
services are billed in minimum, 8 hour daily
increments.
1
ACTIVE Net -
Functionality:
Facility
Reservation
SaaS 1
ACTIVE Net -
Functionality:
Private Lessons
SaaS 1
ACTIVE Net -
Functionality:
Activity
Registration
SaaS 1
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Product Product Type Product Description Quantity Sales Price Total Price
ACTIVE Net -
Functionality:
Equipment
Lending
SaaS 1
ACTIVE Net -
Functionality:
Lockers
SaaS 1
ACTIVE Net -
Functionality:
Memberships
SaaS 1
ACTIVE Net -
Functionality:
Daycare
SaaS 1
ACTIVE Net -
Functionality:
Camps
SaaS 1
ACTIVE Net -
Functionality:
League
Scheduling
SaaS 1
ACTIVE Net -
Functionality:
Payroll
SaaS 1
ACTIVE Net -
Service Package
Advanced 10
Service
ACTIVE Net Service Package Advanced 10
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 testings
• onsite & remote train the trainer training
• remote Go Live preparation
• remote hardware configuration
The scope of Services is contained to the 10
functionalities listed below.
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.
1 60,840.00 60,840.00
ACTIVE Net -
ACH Remittance -
"Daily" Every 72
Hours
Service
Daily remittances are processed by Active on
non-holiday business days 72 hours after the
transaction day. Payments take one to three
banking business days to process
1
ACTIVE Net -
Technical
Services: Lighting
Integration
Service
ACTIVE Net Technical Services: GIS Import
consists of the following Services:
• remote configuration, testing & training
1 2,800.00 2,800.00
Service Total: USD 65,040.00
Total Price: USD 65,040.00
Projected Contract Value: USD 325,968.75
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.
If your order includes hardware, please note that all hardware orders have a 30-day return policy, and it is recommended that you inspect your
purchases upon delivery.
*Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.
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Quote Acceptance Information
Signature:
Printed Name:
Title:
Date:
PO# (if applicable):
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