HomeMy WebLinkAboutContract 48528 CITY SECRETARY 5��
CONTRACT NO.
PRODUCTS AND SERVICES AGREEMENT
CONTRACT#01350218
CLIENT INFORMATION
ORGANIZATION City of Fort Worth ADDRESS: 200 Texas Street
FULL LEGAL NAME: Fort Worth,Texas 76102
CONTACT NAME: Rodrick Evans TELEPHONE: 817-392-7877
EMAIL: Rodrick.evans@fortworthtexas.gov FAX: 817-392-
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 exemvt,certificate must be provided alone 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")
i
ignature: Signature:
Name: sanAlanis Name: � - — P. kAD c:GItJS
Title: Assistant City Manager Title: Camel _ yYIQ�tJP,fr �
Date: f 3 p Date: I2. 30 .20110
Active Network,LLC,717 N Harwood Street I Suite 25001 Dallas,TX 175201
Telephone:(888)543-7233
OFFICIAL RECORD
CITY SECRETARY
1 FT.WORTH,Tx
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 through 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.
(1) "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.
1
(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 forma 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 any:(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 Party
(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.
2
(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 as set forth in subparagraph (c) of The
Rights in Technical Data and Computer Software clause at DFARS 252.227-7013,or subparagraphs(b)(1)and(2)of
the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is
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 fi•om receiving U.S. exports or U.S.-origin items. Client hereby
3
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 prepare 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 obligations 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.
4
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) To the extent allowed by law, 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 infringement, 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 respect
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
5
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 confidentiality 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 to 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 Tarrant 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
6
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 shall 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. Client is a confirmed participant
in the Group Buy offer which expires Dec 1,2016.When the Group Buy rates are confirmed,this Agreement will be
revised,to the extent necessary,to reflect the Group Buy rates.
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,
7
implantation or spread of malicious software code, security breach, unauthorized access and use; including
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.
All policies except Professional Liability shall be endorsed with a waiver of subrogation in favor of Client,including its
officials,employees and volunteers for losses arising from the activities under this Agreement.
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 in 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
8
manner approved by Active, in any medium used by Client to promote its programs or services to prospective
participants.
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 all 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 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 agrees not to impose such a surcharge on any End User.
9
14.2 Subscription fees.
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. Notwithstanding the foregoing, Client will be allowed to continue its use of
registration software with Club Prophet Software (Parks and Recreation Department), Accela Software (Water
Department),and Ungerboeck Software(Public Events Department).
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 fi•om 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 differences 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
10
(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.
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, trademark, 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 Party 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.
11
PRICING SCHEDULE
0
VDO DOCS#1577247 v. 1
—A—aCTIVE
net Work-
Schedule
Company Address 717 North Harwood Street,Suite 2500 Created Date 12/22/2016
Dallas,Texas 75201 Quote Number 01350218
US Currency USD
Expiration Date 12/31/2016
Prepared By Sukh Sanghera Contact Name Sheri Endsley
Email sukh.sanghera@activenetwork.com Phone 817.392.5726
Email sheri.endsley@fortworthtexas.gov
Bill To Name City of Fort Worth
Bill To Contact Sheri Endsley Ship To Contact Sheri Endsley
Bill To Address Parks and Community Services Ship To Address Fort Worth Parks and Community Services
Department Department
4200 S.Freeway,STE 2200 4200 S.Freeway,Suite 2200
Fort Worth,TX 76115 Fort Worth,TX 76115
United States United States
Transaction Fees
.. .. �-
Migration Loyalty Rates for first term of contract
ACTIVE Net-Staff Interface-Technology Fee 0.75% for organizations between$1,500,000 to
$8,000,000 in annual revenue through ACTIVE
Net.
7m- Migration Loyalty Rates for first term of contract
ACTIVE Net-Public Interface-Online Transaction Fee 3.00% for U.S.organizations between$1,500,000 to
$8,000,000 in annual revenue through ACTIVE
Net.
Migration Loyalty,Rates for first term of contract
for U.S.organizations between$1,500,000 to
ACTIVE Net-Staff Interface-Payment Processing Fee-Credit Card 2.25%0 $8,000,000 in annual revenue through ACTIVE
Net and Canadian organizations exceeding
$8,000,000 annual revenue.
ACTIVE Net-Staff Interface-Payment Processing Fee-Electronic 0.50%
Cheque/Check Processing
ACTIVE Net-Support Advanced Package Support package for organizations migrating to
ACTIVE Net.
ACTIVE Net-(credit card refunds-flat fee) 0.10
ACTIVE Net-
Functionality: SaaS 1
Facility
Reservation
ACTIVE Net- SaaS 1
Functionality:POS
ACTIVE Net-
Functionality: SaaS 1
Activity
Registration
ACTIVE Net=
Functionality: SaaS 1
League
Scheduling
ACTIVE Net-
Functionality: SaaS 1
Memberships
ACTIVE Net
Functionality: SaaS 1
Daycare
ACTIVE Net- Service ACTIVE Net Service Package Premium 6 1 79,000.00 79,000.00
-01
CTI VE
networK.
Product Product Type Product Description Quantity Sales Price Total Price
Service Package consists of the following Services:
Premium 6 onsite business process review
• remote functionality review&data
collection preparation
• remote data collection review
• remote data entry(inventory and policy
controls)
• onsite&remote user testing
• onsite&remote train the trainer training
• remote Go Live preparation
• remote Bi-weekly project management
meetings
The scope of Services is contained to the 6
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.
The Class Customer Loyalty—Professional
Services Conversion to ACTIVE Net Credit(the
"Credit")is conditioned upon Client fulfilling all
ACTIVE Net- of its obligations under the Agreement during
Class Customer the initial term of the Agreement or three years,
Loyalty- whichever is longer. If Client fails to fulfill such
Professional obligations,Client must pay to Active the full
Services Service amount of the Credit.The Credit is only to be 1 -30,000.00 -30,000.00
Conversion to used for professional services,but cannot be
ACTIVE Net used for hardware or reimbursement of
Credit airfare/transportation cost.Client must be
current on Class Maintenance until ACTIVE Go
Live to be eligible for the Credit.Service
Charges will increase to standard list rate after
initial term of the Agreement.
ACTIVE Net- Daily remittances are processed by Active on
ACH Remittance- Service non-holiday business days 72 hours after the 1
"Daily"Every 72 transaction day.Payments take one to three
Hours banking business days to process
Service Total: USD 49,000.00 Total Price: USD 49,000.00
Active and Client will amend this Agreement to outline further products and services to provide under this Agreement as may be necessary and subject to
Client's City Council approval,if necessary.
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.
Quote Acceptance Information
i
Signature:
Printed Name: S v S I OFFICIAL RECORD
Title: C11 4 ,� CITY SECRETARY
Date: I �' - �vFT.WORTH,TX
VE
netwo k-
PO#(if applicable):
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 Services and Maintenance
Services purchased which are set forth in a separate Schedule.
1.General.
1.1 In order to receive the benefit of the service levels contained herein,Client must be in compliance with the
obligations of the Agreement.
1.2 Client understands and acknowledges that the Product is a commercial off-the-shelf product with core
architecture that services many clients,and that Active is permitted to make changes to the Product hosting
environment,network,telecommunications,data storage,and any/all other information technology infrastructure
that underlies the Product,without seeking or obtaining any consent from Client.
2.Technical Support.
2.1 Standard:This is the default level of Support and is included with your license to use Active's Software.
Available between 5:OOam and 6:OOpm Pacific Time,Monday through Friday,via web portal
(http://www.activenetwork.com/service-and-support/custom er-support).
2.2 Advanced:If you have purchased Advanced Support,Support is available between 5:OOam and 6:OOpm Pacific
Time,Monday through Friday,via telephone(800-663-4991)or web portal
(http://www.activen etwoi•k.co m/service-and-support/custom er-support).
2.3 Enterprise:If you have purchased Enterprise Support,Support is available between 5:OOam and 6:OOpm Pacific
Time,Monday through Friday via telephone(800-663-4991))or web portal
(http://www.activenetwoi-k.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:OOpm
and before 5:OOam 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 Software 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.coin/service-and-support/customer-support.
5. Upgrades.Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades.
1
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 Description Standard Completion
Level Target
Priority 1 Issues that result in Client's inability to fulfill critical business All: 1 business Day
functions(i.e.those pertaining to core functionality such as
processing registrations,memberships,rentals)and that have no
reasonable work-around.
Priority 2 Issues significantly impacting the use of the system but which Standard: 3 business day
do not prevent core functions from being fulfilled. Advanced:2 business days
Enterprise: 1 business da
Priority 3 All other issues,except those classified as Priority 4(i.e.how-to Standard: 5 business days
questions,reporting/reconciliation issues). Advanced:3 business days
Enterprise:2 business days
Priority 4 Issues that are not time-sensitive or may be undertaken as a All:None
customer service initiative outside the scope of this attachment.
7.Services Not Included.
The following are excluded from all offered Support Services and Maintenance Services:
• Services which are required to remedy problems that stem from changes to or defects in system
configuration upon which the Software was originally installed.
• Services which are required to remedy problems which do not stem from any defect in the Software.
• Services which are required to remedy problems caused by lack of training of the Client's personnel.
• Improper treatment or use of the Software.
• Onsite or remote training services.
• Full report customization service.
• Database-specific services or assistance.
8. Restrictions.
The following actions will void the Support Services and Maintenance Services portions of the Agreement:
• The use of any other application that modifies data in the database,whether created by you or otherwise.
• The use or creation of any other application that competes with or replaces a module that is offered by
Active to work with either the application or the application's database.
9.Annual Support and Maintenance Related to SaaS Services Only.
The following Support Services and Maintenance Services are offered in conjunction with the above for SaaS
Services Clients.
• Monitoring of connectivity and critical functionality at all times.
• Site-down/critical issues response time of one(1)hour,with commercially reasonable efforts to advise your
organization of the current status and expected resolution time.
2
• 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.
3
APPROVED AS TO FORM
AND LEGALITY:
By:
Jessica Sangsv
Assistant Citytt rney II
FORM 1295: NA
ATTEST:
By: :—I
:Z
Mary J. Kayser '*
City Secretary
�AS
Contract Authorization:
M&C: _N/A
Date Approved:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX