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HomeMy WebLinkAboutActive Network Inc; 2013-06-27;DocuSign Envelope ID: 67A249C3-4F4B-4288-8E32-3997368B4E9C ADDENDUM 1 TO THE PRODUCTS AND SERVICES AGREEMENT (THE "AGREEMENT") This is Addendum No. 1 ("Addendum") to the Agreement and is entered into by and between Client and Active. The terms of the Agreement will apply to this Addendum. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. Active will provide Client •read only" access to Client's Active Net database beginning April 17, 2019 and continuing until April 16, 2021. Client agrees to pay Active a one-time fee in the amount of $24,000, due within 30 days of the date of the applicable invoice. IN WITNESS WHEREOF, the Parties hereto have executed this Addendum as of the last date set forth below. Active Network, LLC by its authorized si=ry •~ [~slu., 04ZFXC6U014/4CU ... Name: Randy Skemp Title: vice President, sales Date: 3/26/2019 I 11:40 AM CDT Rev. 07-24-15 Page 1 of 1 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DA TE (MMIDDIYYYY) ~ 10/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement{s). PRODUCER ~~~~CT Willia Insurance Services of Georgia, Inc. !'.H,!?N~~ P~•-1-877-945-7378 I f~ Nol: 1-888-467-2378 c/o 26 Century Blvd ~~"~~H. certificatea@willie.com P.O. Box 305191 Nashville, '1'N 372305191 USA INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Phoenix Insurance Company 25623 INSURED INSURER B : Charter Oak Fire Insurance Company 25615 Global Payments Inc~ Subaidiarias/Active Network, LLC 3550 Lenox Rd NII, Ste 3000 INSURERC: Liberty Insurance Corporation 42404 Atlanta, GA 30326 INSURERD: Travelers Inclamnity Company of America 25666 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· W8695688 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBA ,:~~~. ,:Wo~ LTR ·-" ,--POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 -~ CLAIMS-MADE 0 OCCUR ~~~~~~J9~~~ence' s l,000,000 A MED EXP (Any one person) s 10,000 >--IINGLSA-158D7542-18 06/01/2018 06/01/2019 PERSONAi. & ADV INJURY s 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 I! □PRO-□ 2,000,000 H POLICY JECT LOC PRODUCTS -COMP/OP AGG $ OTHER: : $ AUTOMOBILE LIABILITY ~~~~d~~tf INGLE LIMIT s 2,000,000 ~ X ANY AUTO BODILY INJURY (Per person) s B ~ OWNED -SCHEDULED AUTOS ONLY AUTOS HOCAP-158D7566-18 06/01/2018 06/01/2019 BODILY INJURY (Per accident) $ >--HIRED -NON-OWNED ip~?~~'Z,l~AMAGE AUTOS ONLY AUTOS ONLY $ ~ -s X UMBRELLA LIAB ~OCCUR EACH OCCURRENCE $ 5,000,000 C ~ EXCESS LIAB CLAIMS-MADE TB7-651-291357-018 06/01/2018 06/01/2019 AGGREGATE $ 5,000,000 ✓ DED I X I RETENTION$ 10 , 000 $ WORKERS COMPENSATION xHf:T"TE T TOTH- AND EMPLOYERS' LIABILITY ER YIN B ANYPROPRIETOR/PARTNER/EXECUTIVE □ EL EACH ACCIDENT s 1,000,000 OFFICER/MEMBEREXCLUDED? N/A HROUB-118D8912-18 06/01/2018 06/01/2019 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 gl;~~~pfi~ ~;PERATIONS below EL DISEASE -POLICY LIMIT $ 1,000,000 D Workara Companaation (Dad) HC2NUB-23337415-l8 06/01/2018 06/01/2019 Each Aoaident $1,000,000 (Par Statute) Diaaa■a-Palic:y Limit $1,000,000 ✓ Di■aa■a-Ea.Bmp1oy-$l.,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schodulo, may be attached if mor11 space i& requir11d) The City of Carlsbad, its officials, employees and volunteers are included as additional insured as respects General Liability as required by written contract or agreement. General Liability coverage is primary and non-contributory and waiver of aubrogatian applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE 1635 Faraday Avenue en--~ Carlsbad, CA 92008 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 16970732 BATCH, 932767 POLICY NUMBER HN-GLSA-158D7542-PHX-18 POLICY PERIOD: 06-01-18 to 06-01-19 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 06-19-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies. Inc. Page 1 of 1 POLICY NUMBER HN-GLSA-158D7542-PHX-18 ./ POLICY PERIOD: 06-01-18 to 06-01-19 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 06-19-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage -Ex- ception To Expected Or Intended Injury Ex- clusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volun- teer Workers -First Aid G. Who Is An Insured -Employees -Supervi- sory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured -Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect any person or property. K. Blanket Additional Insured -Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M. Who Is An Insured -Unnamed Subsidiaries N. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments -Increased Limits P. Contractual Liability -Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY I -COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1 )(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I -Cover- age A -Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion -All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION 111-LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage": or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: b. Up to $2,500 for cost of bail bonds re- , quired because of accidents or traffic law violations arising out of the use of any · vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY F. WHO IS AN INSURED -EMPLOYEES AND your •employees" who hold a supervisory posi- VOLUNTEER WORKERS -FIRST AID tion. 1. The following is added to the definition of "oc-H. WHO IS AN INSURED -NEWLY ACQUIRED currence• in the DEFINITIONS Section: OR FORMED ORGANIZATIONS Unless you are in the business or occupation The following replaces Paragraph 4. of SECTION of providing professional health care services, II -WHO IS AN INSURED of the Commercial "occurrence• also means an act or omission General Liability Coverage Form, and Paragraph committed by any of your "employees" or 3. of SECTION II -WHO IS AN INSURED of the "volunteer workers•, other than an employed Global Companion Commercial General Liability or volunteer doctor, in providing or failing to Coverage Form, to the extent such coverage provide first aid or "Good Samaritan services• forms are part of your policy: to a person. Any organization you newly acquire or form, other 2. The following is added to Paragraph 2.a.(1) of than a partnership or joint venture, of which you SECTION II -WHO IS AN INSURED: are the sole owner or in which you maintain the Unless you are in the business or occupation majority ownership interest, will qualify as a Named Insured if there is no other insurance of providing professional health care services, which provides similar coverage to that organiza- Paragraphs (1 )(a), (b), (c) and (d) above do tion. However. not apply to "bodily injury" arising out of pro-a. Coverage under this provision is afforded viding or failing to provide first aid or "Good only: Samaritan services" by any of your "employ- ees• or "volunteer workers", other than an (1) Until the 180th day after you acquire or employed or volunteer doctor. Any of your form the organization or the end of the "employees" or "volunteer workers" providing policy period, whichever is earlier, if you or failing to provide first aid or "Good Samari-do not report such organization in writing tan services" during their work hours for you to us within 180 days after you acquire or will be deemed to be acting within the scope form it; or of their employment by you or performing du-(2) Until the end of the policy period, when ties related to the conduct of your business. that date is later than 180 days after you 3. The following is added to Paragraph 5. of acquire or form such organization, if you report such organization in writing to us SECTION Ill -LIMITS OF INSURANCE: within 180 days after you acquire or form For the purposes of determining the applica-it, and we agree in writing that it will con- ble Each Occurrence Limit, all related acts or tinue to be a Named Insured until the end omissions committed by any of your "employ-of the policy period; ees" or "volunteer workers" in providing or b. Coverage A does not apply to "bodily injury" failing to provide first aid or "Good Samaritan or "property damage" that occurred before services• to any one person will be deemed to you acquired or formed the organization; and be one "occurrence". c. Coverage B does not apply to "personal in- 4. The following is added to the DEFINITIONS jury" or "advertising injury" arising out of an Section: offense committed before you acquired or "Good Samaritan services" means any emer-formed the organization. gency medical services for which no compen-I. BLANKET ADDITIONAL INSURED -OWNERS, sation is demanded or received. MANAGERS OR LESSORS OF PREMISES G. WHO IS AN INSURED -EMPLOYEES -SU-The following is added to SECTION II -WHO IS PERVISORY POSITIONS AN INSURED: The following is added to Paragraph 2.a.(1) of Any person or organization that is a premises SECTION II -WHO IS AN INSURED: owner, manager or lessor is an insured, but only Paragraphs (1)(a), (b) and (c) above do not apply with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- to "bodily injury" or "personal injury" to a co-ises leased to you. "employee" in the course of the co-"employee's" The insurance provided to such premises owner, employment by you arising out of work by any of manager or lessor does not apply to: CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury• caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury•, "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury• or "property damage" caused by an "occurrence• that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations. whichever are less. L. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence• that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts": or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG 0417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II -Who Is An Insured. 0. MEDICAL PAYMENTS-INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY-RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual {if you are a limited liability company), any of your trustees who is an individual {if you are a trust), any of your ·executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury• caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. AGENCY Aon Risk services south, POLICY NUMBER see certificate Number: CARRIER see certificate Number: ADDmONAL REMARKS AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE NAMEO INSURED Inc. Active Network, LLC 570072959727 570072959727 I NAIC CODE EFFECTNE DATE: Page_ of_ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER($) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER 'ADDITIONAL POLICIES !fa policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR ITPE OF INSURANCE AODL SUBK POLICY NUM8[R EFFECTIV[ EXPIRATION LIMITS LTK INSD WVD DATE DATE l(MM/00/YYYY} (MM/DDIVYYYl OTHER B Cyber Liab-XS FSCE01801611 09/01/2018 09/01/2019 Limit (1) $10,000 , ooc ACORD 101 (2008/01) ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4E3299D1-6AB3-4F6E-BA39-864B509E4764 AMENDMENT #1 TO THE AGREEMENT This Amendment No. 1 (this "Amendment') is made effective as of f') / < / ,v (the "Amendment Effective Date") by and between City of Carlsbad, CA ("Client') and Active Network, ~") and amends that certain Products and Services Agreement, dated as of June 27, 2013 (the "Agreement'') entered into by the Parties. Client and Active are also individually referenced herein as a "Party'' and collectively as the "Parties." Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. NOW THEREFORE in consideration of the mutual covenants, recitals and promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereto hereby agree as follows: 1. Changes to the Agreement A. Section 18 of the Agreement will be deleted in its entirety and replaced with the following: "Active shall provide to Client, and Client shall license from Active, the Hosted Software commencing on the Effective Date of the Agreement, and remaining in full force until April 16, 2019." 2. Full Force and Effect. Except as expressly modified herein, the Agreement remains in full force and effect. All references in the Agreement to "this Agreement," "hereto," "hereof," "hereunder" or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. In the event any of the terms and conditions of the Agreement conflict with the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail only as to the subject matter expressly stated herein. 3. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be transmitted by facsimile, electronic mail (including pdf) or other transmission method with the same validity as if it were an ink-signed document and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Effective Date. Active Network, LLC by its authorized signatory By: [,::Z--sk..r 042FAC5901474C9 ... Name: Randy Skemp Title: Vice President, sales Date: 12/10/2018 I 2:43 PM CST Revised 02/11/2016 City of Carlsbad, CA by its authorized sig,1Pry >t O A~ By: [. 11'f C2 Name: Title: Date: APPROVED AS TO FORM Br:eeu,,Ui?l!aAUome, Asst/Deputy City Attorney City of Carlsbad, CA Page 1 of 1 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis Insurance Services of Georgia, Inc. r1J~N,_t "•"· 1-877-945-7378 I FAX 1-888-467-2378 c/o 26 Century Blvd IA/C No\: P.O. Box 305191 i~D~~SS: certificates@willis.com Nashville, TN 372305191 USA INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Phoenix Insurance Company 25623 INSURED INSURERB: Charter Oak Fire Insurance Company 25615 Global Payments Inc & Subsidiaries/Active Network, LLC 3550 Lenox Rd NE, Ste 3000 INSURERC: Liberty Insurance Corporation 42404 Atlanta, GA 30326 INSURERD: Travelers Indemnity Company of America 25666 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: W8695688 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR ,u~n ,,,n,n POLICY NUMBER IMM/DD/YYYY\ IMM/DD/YYYY\ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence\ $ 1,000,000 - A MED EXP (Any one person) $ 10,000 -IINGLSA-158D7542-18 06/01/2018 06/01/2019 PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 l •PR~ •LOC PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 !Ea accident\ ~ X ANY AUTO BODILY INJURY (Per person) $ B ~ OWNED ~ SCHEDULED AUTOS ONLY AUTOS HOCAP-158D7566-18 06/01/2018 06/01/2019 BODILY INJURY (Per accident) $ ~ HIRED ~ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY /Per accident\ $ -~ $ X UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 5,000,000 C - EXCESS LIAB CLAIMS-MADE TH?-651-291357-018 06/01/2018 06/01/2019 AGGREGATE $ 5,000,000 ✓ OED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION XI ~ffTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A HROUB-118D8912-18 06/01/2018 06/01/2019 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Workers Compensation (Ded) HC2NUB-23337415-18 06/01/2018 06/01/2019 Each Accident $1,000,000 (Per Statute) Disease-Policy Limit $1,000,000 ✓ Disease-Ea.EIDp1oyee $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, its officials, employees and volunteers are included as additional insured as respects General Liability as required by written contract or agreement. General Liability coverage is primary and non-contributory and waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE 1635 Faraday Avenue ~~ Carlsbad, CA 92008 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID, 16970732 BATCH, 932767 POLICY NUMBER HN-GLSA-158D7542-PHX-18 POLICY PERIOD: 06-01-18 to 06-01-19 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 06-19-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 POLICY NUMBER HN-GLSA-158D7542-PHX-18 ./ POLICY PERIOD: 06-01-18 to 06-01-19 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 06-19-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage -Ex- ception To Expected Or Intended Injury Ex- clusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volun- teer Workers -First Aid G. Who Is An Insured -Employees -Supervi- sory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured -Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect any person or property. K. Blanket Additional Insured -Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M. Who Is An Insured -Unnamed Subsidiaries N. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments -Increased Limits P. Contractual Liability-Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY I -COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I -Cover- age A -Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion -All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION 111-LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1 )(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b} That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: b. Up to $2,500 for cost of bail bonds re- , quired because of accidents or traffic law violations arising out of the use of any · vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CGD4170112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED -EMPLOYEES -SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co- "employee" in the course of the co-"employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II -WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II -WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II -Who Is An Insured. 0. MEDICAL PAYMENTS -INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY-RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; CGD4170112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. 5. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ~ I DATE(MMIDD/YYYY) AC:~Rc:>9 CERTIFICATE OF LIABILITY INSURANCE ~ 09/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services South, Inc. PHONE (866) 283-7122 I r~. No.): (800) 363-0105 Atlanta GA office (A/C. No. Ext): 3550 Lenox Road NE E-MAIL suite 1700 ADDRESS: Atlanta GA 30326 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: XL Specialty Insurance Co 37885 Active Network, LLC INSURER B: Aspen Insurance UK Ltd. AA1120337 717 North Hardwood St. suite 2500 INSURER C: Dallas TX 75201 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570072959727 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ·rrR' TYPE OF INSURANCE AUU< l<>UD" POLICY NUMBER '~~lil'6~ ,~~li'i'6Tvm, LIMITS INSD VND COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE -D CLAIMS-MADE OoccuR 1.11"\IVll"\\,;u ... IU r.L.1,jl~U PREMISES IEa occurrence\ MED EXP (Any one person) -PERSONAL & ADV INJURY -GEN"L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE Fl •PR~ OLoc POLICY JECT PRODUCTS -COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT rEa accident\ -BODILY INJURY ( Per person) ANY AUTO -OWNED -SCHEDULED BODILY INJURY (Per accident) -AUTOS ONLY AUTOS -NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) -ONLY -AUTOS ONLY UMBRELLA LIAB H OCCUR EACH OCCURRENCE -AGGREGATE EXCESS LIAB CLAIMS-MADE DEDI I RETENTION WORKERS COMPENSATION AND I ~ffTUTE I 12JH-EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE • E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE ~~it~Ftffg'~ ~nl~PERATIONS below E.L. DISEASE-POLICY LIMIT A Cyber Liability ELU15 749118 ,09/01/2018 09/01/2019 Limit (1) $10,000,000 SIR applies per policy ter ~s & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Add~ional Remarks Schedule, may be attached if more space is required) Cyber Liability coverage is included in the E&o-PL-Primary policy, CERTIFICATE HOLDER City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 USA ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD - r-. N r-. Cl) "' Cl) N r-. 0 0 r-. "' 0 z ~ :;:: :e G) 0 AGENCY Aon Risk services south, POLICY NUMBER see certificate Number: CARRIER see certificate Number: ADDITIONAL REMARKS AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE NAMED INSURED Inc. Active Network, LLC 570072959727 570072959727 I NAIC CODE EFFECTIVE DATE: Page_ of_ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER($) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR ADDL SUBR POLICY NUMBER EFFECTIVE EXPIRATION LIMITS LTR TYPE OF INSURANCE INSD WVD DATE DATE IMM/DD/YYYYl IMM/DD/YYYYl OTHER B Cyber Liab-XS FSCE01801611 09/01/2018 09/01/2019 Limit (1) $10,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GENERAL TERMS PRODUCTS AND SERVICES AGREEMENT CUSTOMER INFORMATION ORGANIZATION FULL LEGAL NAME: City of Carlsbad, CA ADDRESS: 1635 Faraday Avenue Carlsbad, CA 92008-7314 CONTACT NAME: Bonnie Elliott TELEPHONE: (760) 602-4690 EMAIL: Bonnie.Elliott@carlsbadca.gov FAX: OVERVIEW OF AGREEMENT This document (the "Agreement") consists of this cover page, the General Terms, and the following Schedules and Exhibits (check all applicable Schedules) 1^ Schedule A: Hosted Software • Schedule B: Licensed Software; Support and Maintenance Schedule C: Third Party Products Exhibit 1: Pricing Form Exhibit 2: Scope of Work Exhibit Exhibit 3: Maintenance Exhibit m Exhibit 4: Security Exhibit NOTE: [f customer is tax exempt, certificate must be provided alons with signed contract. In consideration ofthe mutual promises and covenants contained in this Agreement, Customer and TAN hereby agree to be bound by this Agreement. By signing below, Customer acknowledges and confirms that it has read the General Terms and all attached Schedules and understands that each forms an integral part of this Agreement. CUSTOMER THE ACTIVE NETWORK, INC. ("TAN") Signature: Name: Title: Date: Signature: Name: Title: Date: Ceo The Active Network, Inc., 10182 Telesis Court, San Diego, Califomia 92121 Telephone: (858) 964-3801, Fax: (858) 964-3978 Last revised November 29, 2012 GENERAL TERI^S GENERAL TERMS: 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) "Agreement" means this Products and Services Agreement, inclusive of all Schedules. (b) "Concurrent Use" means use at the same moment in time to access a given server computer (of any kind) owned or controlled by Customer. (c) "Customer" means the legal entity other than TAN entering this Agreement. (d) "Database Server" means the single server computer upon which the Enterprise Database is resident. (e) "Effective Date" means the last date set forth on page one of this Agreement. (f) "Enterprise Database" means the MSDE, MS SQL Server, or Oracle database files containing customer data and that are accessed by the Licensed Software. (g) "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 TAN and are identified in the Pricing Form as licensed (or sublicensed) to Customer by TAN in connection with this Agreement, and which reside on TAN's servers and are accessible by Customer's staff or Users via the Intemet. (h) "Internet Client" means a remote device capable of using the Intemet to access selected Licensed Software on the Internet Server or the Enterprise Database on the Database Server via the Intemet Server. (i) "Internet Server" means a single server computer used by Customer which enables access to the Licensed Software by individuals using an Intranet or the Internet, having a minimum configuration as set out in hardware specifications previously described to Customer as applicable to the Licensed Software to be installed and used upon it. (j) "IVR Server" means a single server computer used by Customer for voice-recognition and telephone-based, rather than computer-based, access to the Enterprise Database by Customer's clients, having a minimum configuration as set out in hardware specifications previously described to Customer as applicable to the Licensed Software to be installed and used upon it. (k) "Licensed Software" means computer code and programs, in executable code form only, including related data files, mles, parameters and documentation, which have been created or licensed by TAN and are identified in the Pricing Form as licensed (or sublicensed) to Customer by TAN in connection with this Agreement, and/or which are in the future provided to Customer by TAN under any circumstances unless provided under a separate licensing agreement. (I) "Maintenance" means the provision of error investigation and repair services as set out in sections 22 through 25, Maintenance Exhibit 3. and the provision of new Versions and Releases in respect of the Licensed Software all as more particularly set out in the Support and Maintenance Handbook. (m) "Module" means a single module element of Licensed Software listed in the Pricing Form. (n) "Online Services" means services, such as Intemet registration, that are enabled by Hosted Software and available to the public via the Intemet. (o) "Other Services" means Services other than Pre-Agreed Services acquired by Customer under this Agreement or any further Professional Services as provided in an agreed Statement of Work, purchase order, or pricing form. (p) "Payment Server" means a single server computer used by Customer to process electronic payments from its clients, having a minimum configuration as set out in hardware specifications previously described to Customer as applicable to the Licensed Software to be installed and used upon it. (q) "Pre-Agreed Services" means Services which are expressly listed in the Pricing Form as being acquired hereunder by Customer. (r) "Pricing Form" means the itemized pricing form attached as Exhibit 1 to the Agreement listing the Products and Services provided by TAN to the Customer under this Agreement (s) "Products" means all Licensed Software, Hosted Software, Third Party Products, and other products (including documentation) provided to Customer by or on behalf of TAN. (t) "Professional Services" means any and all types of services which TAN provides, to Customer and/or to other customers of TAN, in the course of TAN's business, including but not limited to services relating to the installation, implementation, optimization, administration, training and troubleshooting of computers, computer software including the Licensed Software, computer networks, databases, intemet- related equipment and applications, but expressly excludes Support and Maintenance. Professional Services that are not included as part of the Pre-Agreed Services, as defined above, shall be as set forth in any applicable and mutually agreed statement(s) of work (each a "Statement of Work"). Each such Statement of Work shall, upon mutual agreement by the parties, become part of and incorporated by reference into this Agreement. (u) "Related Third Party Documentation" means any end specifications, manuals, instmctions, and other materials, and any copies of any of the foregoing, in any medium, related to the Third Party Products and supplied by TAN to Customer with the Third Party Products. GENERAL TERMS (v) "Release" means any release, update, patch, set of revisions, or bug/permanent fix or temporary bypass solution released by TAN to its customers generally during the term of this Agreement, which provides enhancements and/or error corrections to the then-current Version or Release, and where a new Version has been released and no new Release has been released since the release of that Version, that Version will also constitute a Release for the purpose of determining whether Support or Maintenance is available with respect to that Version. New Releases will be denoted by an increase to the version number to the right of the decimal point such as from Release 1.1 to Release 1.2. (w) "Services" means all Professional Services, Support and Maintenance, Online Services, and Other Services provided to Customer by or on behalf of TAN. (x) "Software" means the Licensed Software and the Hosted Software as defined elsewhere in this section. (y) "Support" means the ongoing telephone, email, web- based and dial-in support and problem resolution to assist Customer in the use of the Licensed Software, the Hosted Software, and Other Services and Products of TAN as set out in the Support and Maintenance Handbook. (z) "Support and Maintenance Handbook" means the documents published by TAN 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 TAN, as amended from time to time upon notice to Customer. (aa) "Support and Maintenance Start Date" means, for implementations performed by TAN, the first day of implementation of the Licensed Software or 90 days following the delivery of the Licensed Software, whichever occurs first, and upon delivery of the Licensed Software for implementations being performed by the customer or a 3'^'' party vendor. (bb) "System Utilities" includes the following: Accounting Processes, Central Login, Log File, Copy Database, Maintain Database, MSDE Tool, Oracle Setup Utility, Query Tool, System Maintenance, Upgrade Database and View Components. (cc) "TAN" means The Active Network as referenced on the first page of this Agreement. (dd) "Third Party Products" means those hardware, firmware and/or software products, provided to TAN by third parties, listed in the Pricing Form, 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 TAN. (ee) "Third Party Products Support" means assistance to isolate the source of problems and/or to troubleshoot difficulties resulting from sources other than TAN products or services, such as general network support (for example network access, printing, backup & restoration); PC hardware trouble shooting; PC setup, configuration and optimization; network operating Last revised November 29, 2012 system configuration and functionality; basic Microsoft Corporation "Windows" fiinctionality (for example, using File Manager or Explorer), modem configuration & setup; data cormption due to lack of disk space; and loss of supervisor or other password, all as further set out in the Support and Maintenance Handbook. (ff) "User" means a person who accesses and uses any of the Products in any manner whatsoever. (gg) "Version" means a version of the Licensed Software providing a particular functionality, while a new Version of the Licensed Software will provide new/additional functionality and/or improvements to a previous Version. New Versions will be denoted by a change to the version number to the left of the decimal point such as from Version 1.0 to Version 2.0. (hh) "Workstation" means a computer attached to a local or wide-area network (including an Intranet), which accesses the Licensed Software or Enterprise Database. (ii) "Transaction" means a receipt generated in the system. 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 and Other Charges. Customer will pay all shipping & handling costs and, unless exempted by law and unless a valid tax exemption certificate has been provided to TAN prior to invoicing, all applicable sales, use, withholding and excise taxes, and any other assessments against Customer 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 TAN. Sales and any other applicable taxes, duties, or any other charges in the nature of taxes and duties are not included unless specifically identified as line items in the Pricing Form. 2.2 Currency. Unless otherwise indicated in the Pricing Form, all prices are in the currency of the country in which the Customer is located. 2.3 Delivery. Delivery for the Products supplied by TAN under this Agreement will be deemed to have occurred F.O.B. origin, which in the case of Licensed Software and/or Hosted Software will typically be in the form of an email from TAN providing a FTP (i.e. file transfer protocol) downloadable link. 2.4 Invoices/Payment. TAN will provide invoices to Customer for all amounts owing by Customer hereunder. Such invoices are to be provided as indicated in the attached Schedules or Pricing Form, and subsequently due within 30 days from the date of invoice. 3. CUSTOMER INFORMATION; CONFIDENTIALITY 3.1 Customer Information. In order to assist TAN in the successful provision of Services and Products to Customer, Customer shall provide to TAN all information relating to GENERAL TERMS Customer's organization, technology platforms, systems configurations, and business processes and otherwise relating to Customer as is reasonably requested by TAN from time to time and necessary for the provision of Services and Products to Customer. 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 customers, 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 TAN or its licensors shall be deemed to constitute Confidential Information without further designation by TAN. 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. (c) Notwithstanding sub-paragraph (b) above, if Customer receives a request to disclose any Confidential Information under any Public Information Act, Open Records Act or similar law ("Request"), Customer shall immediately notify TAN and prior to disclosure give TAN an opportunity to take any protective action it deems appropriate. If TAN has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to, Customer may, in its sole discretion and without being in breach of this Agreement, respond to the Request as Customer deems appropriate. In the event that TAN directs Customer not to disclose the Confidential Information materials sought pursuant to the Request, TAN will indemnify Customer against any losses, including reasonable attomey fees and costs, sustained arising from the non-disclosure of the Confidential Information material requested in the Request. Customer, in its sole discretion may tender the Request to TAN for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. 4. WARRANTY Limited Warranty of Software. TAN warrants that when utilized by Customer in a manner authorized hereunder, the Software will conform to the functional specifications set out in the user documentation accompanying the Software for ninety (90) days from delivery of the Software ("Warranty Period"). Delivery shall be deemed to have occurred upon TAN's email transmission of an FTP link to Customer permitting download of the Software from TAN's designated online site, or where delivered in the form of physical media, F.O.B. origin. TAN's sole obligation and liability hereunder with respect to any failure to so perform will be to use reasonable efforts to remedy any non-conformity which is reported to TAN in writing by Customer within that Warranty Period. In the event TAN is unable to remedy such non-conformity within a reasonable time using reasonable efforts, a) in respect to the Licensed Software TAN may refund to Customer the license fee pertaining to the Licensed Software, subject to Customer's return ofthe Licensed Software, and this Agreement will be automatically terminated, or b) in respect to Hosted Software TAN may refund to Customer the fees paid by the Customer to TAN for Services provided to implement the Hosted Software, and this Agreement will be automatically terminated . All warranty service will be performed at service locations designated by TAN. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. 5. EXCLUSION OF WARRANTIES LIMITATION OF LIABILITY AND 5.1 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, TAN DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION OF PRODUCTS Last revised November 29, 2012 GENERAL TERMS PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR ERRORS. 5.2 RESTRICTIONS ON WARRANTY. TAN HAS NO OBLIGATION TO REPAIR OR REPLACE PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN TAN. 5.3 NO INDIRECT DAMAGES. WITHOUT LIMITING THE GENERALITY OF SECTIONS 5.1 AND 5.4, IN NO EVENT WILL TAN BE LIABLE TO CUSTOMER 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. 5.4 LIMITS ON LIABILITY. IF, FOR ANY REASON, TAN BECOMES LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT OR OTHERWISE), THEN: (a) THE AGGREGATE LIABILITY OF TAN TO CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THE PRODUCTS AND THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO TAN 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; AND (b) IN ANY CASE CUSTOMER MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST TAN 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. 5.5 SEPARATE ENFORCEABILITY. SECTIONS 5.1 THROUGH 5.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 5.6 For the purposes of this Section 5, reference to TAN shall also include its suppliers and licensors. 6. RESTRICTIONS 6.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Govemment is subject to restrictions as set forth in subparagraph (c) (l)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is The Active Network, Inc., 10182 Telesis Court, San Diego, Califomia, United States, 92121. 6.2 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"). Customer 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 the Customer 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. Customer hereby represents and covenants that: (i) to the best of Customer's knowledge Customer is eligible to receive the Products under Applicable Law; (ii) Customer 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) Customer will ensure that Customer's Users use the Products in accordance with the foregoing restrictions. 6.3 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. 7. TERMINATION 7.1 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 TAN if Customer breaches section 2 of this Agreement, 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. 7.2 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 Customer to suspend its obligation to make any payments due for Products or Services that are unrelated to any defauft alleged against TAN. 7.3 Return of Materials. In the event of termination of this Agreement for any reason whatsoever, Customer will immediately (i) return to TAN all physical copies of Products delivered by TAN to Customer or otherwise in Customer's possession or control, or (ii) if expressly permitted by TAN, Last revised November 29, 2012 GENERAL TERMS destroy all physical copies of the Products not retumed to TAN and delete all electronic copies of the Products from its systems and certify in writing to TAN that such actions have all been completed. 7.4 Customer may terminate this Agreement, in whole or in part, immediately upon delivery of written notice to TAN, if TAN: (i) makes an assignment for the benefit of creditors without the previous written consent of Customer; (ii) files a petition or applies to any tribunal for the appointment of a custodian, receiver, or tmstee for all or a substantial part of its assets; commences any proceedings under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction; have any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or adjudication or appointment is made and which remains undismissed for a period of sixty (60) days or more; take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or tmstee for all or substanfial part of its assets; permits any such custodianship, receivership or tmsteeship to continue undischarged for a period of sixty (60) days or more causing TAN or any third party, including, without limitation, a tmstee of bankmptcy, to be empowered under state or federal law to reject this Agreement, or an amendment to this Agreement; (iii) ceases operation of business for any reason; (iv) is acquired by another organization or entity without Customer's prior written consent, which consent shall not be unreasonably withheld or delayed, and such acquirer is unable to provide the Products and Services in a substantially similar manner immediately following the aquisition; (v) is prevented from proceeding with any portion of the Services by reason of a preliminary, special or permanent restraining order or injunction of court of competent jurisdicfion where the issuance of such restraining order or injunction is caused by acts or omissions of persons other than TAN. 8. AUDIT AND MONITORING RIGHTS TAN may, upon a minimum of 24 hours written notice to Customer, attend upon Customer'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 Customer's regular business hours and conducted in a manner as to minimize, to the extent reasonable, interference with Customer's business. Further, TAN may, using automatic means which do not interfere with the use of the Products by Customer or Users other than as described in this provision, monitor at any time usage of the Products by Customer and or its Users including through monitoring of the number of copies of any particular Module(s) in Concurrent Use. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 Warranty of Title. TAN 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 9.2 Intellectual Property. TAN 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"). Customer shall use the Intellectual Property only as provided by TAN, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair TAN's or its licensors' rights in its Intellectual Property. Customer acknowledges that its use of the Intellectual Property shall not create in Customer or any other person any right, title, or interest in or to such Intellectual Property. Any goodwill accming from the use of the Intellectual Property shall inure solely to the benefit of TAN or its licensors, as applicable. 9.3 Restrictions. Customer will not any time whether before or after the termination of this Agreement: (a) reverse engineer, disassemble, or decompile any Products or prepare derivative works thereof; (b) copy, transfer, display, or use the Products except as expressly authorized in this Agreement or in the applicable documentation; (c) disclose, fumish, or make accessible to anyone any confidential information received from TAN or make any use thereof other than as expressly permitted under this Agreement, which confidential information is deemed to include the source and executable code of the Software and all related documentation; (d) 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 TAN in and to any Products; or (e) obliterate, alter, or remove any proprietary or intellectual property notices from the Products in physical or electronic forms. 10. 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 the Indemnifying Party's violation of any applicable law, rule, or regulation. (b) TAN agrees to defend, settle, and pay Damages to the extent that the Software infringes the intellectual property rights of any third party provided that such Software is used in Last revised November 29, 2012 GENERAL TERMS accordance with this Agreement. If any Claim that TAN is obligated to defend, settle, and pay damages to Customer under this Section 10(b) has occurred or, in TAN's opinion, is likely to occur, TAN may, at its option and expense either (1) obtain for Customer the right to continue to use the applicable Software, (2) replace or modify the Software so it becomes non-infiinging, 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 Customer based on its lost use and terminate this Agreement. TAN shall not be obligated to defend, settle, or pay Damages for any Claims solely based on: (x) any Customer 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 TAN's discretion; (y) Software that has been altered or modified by Customer, by any third party or by TAN at the request of Customer (where TAN had no discretion as to the implementation of modifications to the Software or documentation directed by Customer), where in the absence of such aheration or modification the Software would not be infringing; or (z) use of any version of the Software with respect to which TAN has made available a non-infringing updated, revised or repaired subsequent version or other applicable update, patch or fix. (c) Customer agrees to defend, settle, and pay Damages relating to Claims to the extent based on (i) injury or death to a person or damage to property resulting from the participation in an event or activity operated by Customer in connection with the Products and/or Services; (ii) provision, by Customer, of materials, products, information, or services as part of Customer's obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, information, or services are used by TAN in accordance with this Agreement; and/or (iii) brought by a Third Party Beneficiary (defined below) that relate to or arise from Customer's negligence, wrongdoing, or lack of authority to act on behalf of such third party. (d) 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 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. (e) For the purposes of this Section 10, reference to TAN shall also include its suppliers and licensors. (f) Notwithstanding the foregoing. Customer shall not be bound by the terms of this Section 10 to the extent precluded by applicable law (e.g., sovereign immunity of a govemmental entity). 11. GENERAL 11.1 Entire Agreement. This Agreement, including all attachments and referenced schedules, constitutes the complete and exclusive statement of the agreement between TAN and Customer 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 conceming the subject matter of this Agreement. This Agreement may not be modified or altered except by v^ritten instrument duly executed by both parties, except that TAN may fill future purchase or other orders for ftirther goods or services available under this Agreement and, if TAN 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 these General Terms and any addendum, the provisions of the addendum shall prevail. Any 'click-wrap' agreement, terms of use, electronic acceptance or other terms and conditions which attempt to govem 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 Customer and TAN and are superseded by this Agreement. 11.2 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. 11.3 Notices. All notices and requests in connection with this Agreement will be given to the respecfive 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 successftil 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, retum 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. 11.4 Governing Law. This Agreement shall be govemed by the laws of the State of Califomia, without giving effect to the conflict of laws provisions thereof. Neither the United Nafions Convention of Contracts for the Intemational Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal action or proceeding relating to this Last revised November 29, 2012 GENERAL TERMS Agreement shall be instituted only in any state or federal court in San Diego County, Califomia. 11.5 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 attomeys' fees. 11.6 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 TAN 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 which more than fifty percent of its voting securities are transferred. 11.7 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 18.1 or 25.1, as applicable, or until terminated in accordance with Section 7. Sections 1.1, 5, 7.3, 9.2, 9.3, 10, 11, 29.1, and 29.2 of this Agreement, along with all unpaid payment obligations, will survive termination and expiration of this Agreement. 11.8 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. 11.9 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. 11.10 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. 11.11 Cooperative Procurement. Upon consent by TAN, 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, the Agreement may be extended to such other entities indicated above for the procurement of similar products and/or services provided to Customer herein and at fees in accordance with the Agreement unless separately negotiated between such other entities and TAN. Further related entities participating in a cooperative procurement process shall place their own orders directly with TAN and will fully and independently administer their use of the Agreement to include such contractual obligations as those entities and TAN deem appropriate without direct administration from the original Customer. SCHEDULE A: TERMS APPLICABLE ONLY TO HOSTED SOFTWARE 12. HOSTED SOFTWARE 12.1 TAN will provide Customer with access to hosted versions of the Products identified in the Pricing Form and associated Online Services, and TAN hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Hosted Software in accordance with the applicable documentation. 12.2 Customer elects to receive notifications of free product, promotional items and giveaways through the TAN program known as ActiveRewards. TAN will offer the Customer (and for the purposes of clarification not to Customer's users directly) opportunities for free product, promotional items and giveaways at Customer's event(s) or facility(ies) as applicable, the exact manner and type of which will be mutually agreed upon by Customer and TAN upon Customer's acceptance of a particular program. 12.3 Customer understands that some TAN Products may contain TAN or third party promotions or offers to users and such offers will be made to individuals on an opt-in basis. TAN (and any such third party) shall be responsible for administration and customer service issues on any such offer or promotion. 13. SUPPORT FOR HOSTED SOFTWARE TAN will, during all periods in respect of which Customer has subscribed for Hosted Software, provide Support to Customer (and, where applicable, directly to users of Customer's own services and products who access the Hosted Software) in accordance with applicable sections of the Support and Maintenance Handbook. 14. LICENSE AND BRANDING TAN hereby grants to Customer a limited, non-exclusive, non- transferable license to display, reproduce, distribute, and transmit in digital form TAN's name and logo in connection with promotion of the Online Services only in the manner approved of by TAN during the term of this Agreement. Customer hereby grants to TAN a limited non-transferable license to use, display, reproduce, distribute, adapt and transmit in digital or printed form information provided by Customer 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 TAN's performance under this Agreement. Customer will make reasonable efforts to encourage adoption of the Online Services, including displaying TAN's name and logo or "Powered by TAN" logo, in the form supplied by TAN from time to time and in a manner approved by TAN, acting reasonably, in any medium used by Customer to promote its programs or services to prospective participants. Last revised November 29, 2012 GENERAL TERMS 15. INFORMATION SECURITY AND PRIVACY FOR HOSTED SOFTWARE 15.1 Information Security and Privacy. TAN will collect information, including names, addresses, gender, phone numbers, email addresses, birth dates, financial information (for payment purposes) and other such information from individuals using the Online Services as is reasonably required to provide the Services. TAN will store such informafion on a secure remote server using reasonable safeguards in accordance with TAN's published online privacy policies and in compliance with all applicable laws, those requirements set forth in Exhibit 4 hereto ("Security Exhibit"), and other applicable legal obligafions associated with the collection, use, and disclosure of personal information, including but not limited to Califomia Civil Code section 1798.29. Customer may access this information by downloading it from TAN's servers using a Customer assigned private password and "login" idenfifier. Upon request TAN will make such information available to Customer via e-mail, fax or airmail. Customer will be responsible for protecting the privacy and security of any information that Customer retrieves from TAN's servers and shall prevent any unauthorized or illegal use or dissemination of such information and shall be solely responsible for ensuring compliance with any applicable data and privacy protection laws, codes of practice, and other legal obligations associated with the collection, use, and disclosure of personal information by Customer, including such disclosure to TAN as is necessary for TAN to provide the Services and Products to Customer. Customer and/or its clients shall exclusively own the personal data collected by TAN in connection with the Hosted Software; provided, however, TAN is granted a royalty-free, perpetual, non-exclusive right and license to use, reproduce, distribute and adapt the collected data as is necessary for TAN to perform its obligations under this Agreement, including for purposes of communicating with Customer or Customer's clients as necessary, fulfilling requests for products and services requested from Customer or Customer's clients, providing customized content and advertising provided in connection with the Hosted Software, conducting intemal TAN research intended to improve the products and services provided by TAN and its affiliates, and to provide anonymous and aggregated reporting of non-individual data for intemal and extemal clients of Customer or TAN. Any use of such data will conform with applicable laws related to personal privacy and incorporate use of "opt-in" and/or "opt-out" notifications and rights. 15.2 Data Security. Data Ownership [NOTE: IT TO REVIEW] Upon expiration or termination of this Agreement the following "Transition Services" are intended to enable you to effect the orderly and comprehensive transition of your system from our data center to your facility or the facility of a third party designated by you. Such Transition Services shall be provided as follows: (i) confinuation of the Services under the Last revised November 29, 2012 8 Scope of Work for up to ninety (90) day, provided that you are not in breach of the Agreement and you make timely payments of all amounts due to TAN under the Agreement for such transition period at the monthly fees that were applicable to the last month of the term and (ii) transfer of all Customer data (archived and current) to Customer, provided Customer may retain copies for legal, regulatory and archival purposes. TAN shall not be responsible for the retention of Customer data for a period in excess of sixty (60) days following the completion of Transition Services. You understand and agree that at any time on or after the sixty-first (61st) day following the completion of the Transition Services, TAN will implement data purge procedures, erasing disk storage and tapes, including backup tapes, containing Customer data. You hereby release TAN from any and all liabilities in connection with the erasure or destmction of Customer data which has been stored. 16. FEES FOR HOSTED SOFTWARE 16.1 Transaction fees. (a) Customer shall pay to TAN the Hosted Software service fees ("Service Charge(s)") as set out in the Pricing Form. (b) In cases where TAN's banking or financial partners or similar service providers impose changes in processing costs payable by TAN, TAN reserves the right to modify Service Charges. TAN shall notify Customer at least ninety (90) days in advance of any such changes. Customer agrees to such changes unless Customer provides TAN with written objection to such charges within thirty (30) days from the date such change is implemented. In the event Customer nofifies TAN of its objection to the changes as noted above, Customer's sole remedy shall be to immediately terminate the Agreement as applied to the Hosted Software, subject to payment of any fees due prior to such notice of termination. (c) TAN will be responsible for collecting all payments processed through the Online Services and all Service Charges assessed by TAN. All payments are Customer's exclusive property and will be sent to Customer twice a month (or as otherwise indicated in the Pricing Form) while Service Charges shall be retained by TAN. (d) If Customer enters transactions at fee amounts less than those actually charged to Customer's Users, thus reducing or avoiding applicable Service Charges, such action shall constitute a material breach of this Agreement. (e) TAN shall not be responsible for processing or making any refunds. In the event Customer initiates a refund, a fee may be charged by TAN to Customer as set out in the Pricing Form. TAN may set off against user fees collected by TAN to the amount of any credit card charge backs and associated fees applicable to user transactions and to reimburse itself for any overdue fees owed to TAN by Customer. To the extent that such funds are not available for set off. Customer shall promptly reimburse TAN for any deficiency. GENERAL TERMS (f) In the event Customer is entering into this Agreement and using the Hosted Software for the benefit of a third-party event or organization ("Third Party Beneficiary"), Customer agrees that TAN may send fees collected by TAN directly to the Third Party Beneficiary. 16.2 Subscription fees. Intentionally Left Blank 17. EXCLUSIVITY FOR HOSTED SOFTWARE TAN will, during all periods for which Customer has subscribed for Hosted Software, be the sole and exclusive provider to Customer of the Hosted Software and Online Services, or any products or services substantially similar thereto, for the part of Customer's organization utilizing the Hosted Software and Online Services. 18. TERM FOR HOSTED SOFTWARE Unless otherwise provided in the Pricing Form, TAN shall provide to Customer, and Customer shall license from TAN, 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 (each a "Renewal Term") thereafter until either party gives written notice to terminate the Hosted Software no less than ninety (90) days prior to the end of the Initial Term or Renewal Term, as applicable. SCHEDULE B: TERMS APPLICABLE ONLY TO LICENSED SOFTWARE AND ASSOCIATED SUPPORT AND MAINTENANCE SERVICES 19. ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS (a) [Intentionally Omitted] 20. GRANT OF LICENSES AND LIMITATIONS THEREON [Intentionally Omitted] (a) . 21. LICENSED SOFTWARE FEES 22. [INTENTIONALLY OMITTED]MAINTENANCE SERVICES 23. [INTENTIONALLY OMITTED]EXCLUDED SUPPLIES AND SERVICES 24. [INTENTIONALLY OMITTED]FEES SUPPORT AND MAINTENANCE FOR 25. [INTENTIONALLY OMITTED]TERM FOR SUPPORT AND MAINTENANCE [INTENTIONALLY OMITTED]==================== SCHEDULE C: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES 26. PURCHASE AND SALE; DELIVERY 26.1 Purchase Commitment and Price. TAN hereby agrees to sell to Customer, and Customer hereby agrees to purchase from TAN, the Third Party Products listed in the Pricing Form in the volumes and at the prices described therein. 26.2 Delivery. TAN will ship all or any part of the Third Party Products to Customer as soon as reasonably practicable (or, if the below-described purchase order documentation does not seek immediate shipping, at the time TAN considers reasonable in order to meet the desired delivery date described) after receipt by TAN of a purchase order from Customer 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. 26.3 Changes by Customer to Delivery Schedule. Following delivery by Customer of any purchase order documentation described in section 26.2, no changes by Customer to the shipment schedule described therein will be permitted unless TAN is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation. 26.4 Acceptance of Purchase Orders. Purchase orders delivered by Customer to TAN in respect of Third Party Products are not binding upon TAN until accepted by TAN 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 Customer, other than the information required by TAN as set forth expressly in this Agreement, will be binding upon TAN, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding the fact that TAN may accept or otherwise approve such purchase orders. TAN 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 27.2. Last revised November 29, 2012 GENERAL TERMS 26.5 Additional Third Party Products. Customer may purchase Third Party Products in addition to those listed in the Pricing Form 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 the Pricing Form on the date of execution of Pricing Form 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) TAN shall have the right to disconfinue delivery of such additional Third Party Products upon at least ninety (90) days written notice to Customer without any liability to Customer whatsoever for such discontinuance. 27. CHARGES AND PAYMENTS 27.1 Prices. The pricing applicable to Third Party Products is as set out in the Pricing Form in the form finally agreed to by the Parties. 27.2 Pricing Variability. Customer acknowledges that: (a) the prices described in Pricing Form are applicable for six (6) months after the date of execution hereof, and such prices are based upon Customer taking delivery of the fiill number of any particular Third Party Product listed in Pricing Form in a single shipment; and (b) Customer hereby agrees that after the expiry of such initial six-month period or, in case of Customer seeking, in a particular shipment, delivery of less than all of the Third Party Products of a particular type listed Pricing Form, 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 Pricing Form, TAN will nofify Customer of any such different pricing and Customer will accept such different pricing, as mutually agreed between Customer and TAN, in writing. 28. 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, TAN 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. 29. PROPRIETARY RIGHTS 29.1 Third Party Proprietary Rights and Indemnity by Customer. Customer acknowledges that any Third Party Products supplied by TAN hereunder are supplied by TAN 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. Customer will maintain in confidence and not use or disclose any and all confidenfial business or technical information connected with any Third Party Product except as specifically permitted by a party having legal control of such rights, and Customer will defend or settle any claim made or any suit or proceeding brought against TAN insofar as such claim, suit, or proceeding is based on an allegation that any Third Party Product provided to Customer hereunder has been installed, used, or otherwise treated by Customer or any client or customer of Customer in violation of the proprietary rights of any third party or on an allegation that Customer or any client or customer of Customer has disclosed or used any confidential business or technical information connected with any Third Party Product, provided that TAN will notify Customer in writing promptly after the claim, suit, or proceeding is known to TAN and will give Customer such information and assistance as is reasonable in the circumstances. Customer will have sole authority to defend or settle any such claim at Customer's expense. Customer will indemnify and hold TAN harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in setfiement of such claim, suit or proceeding. 29.2 Third Party Products which are Software. Customer acknowledges that the possession, installafion and use of all Third Party Products which are software shall be governed by the terms of the software license(s) of the persons other than TAN who possess the rights to control such possession, installation and use. 30. WARRANTY 30.1 Warranty. TAN warrants to Customer that TAN 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. 30.2 Warranties Provided by Third Party Suppliers. Third Party Products are warranted by the manufacturers thereof in accordance with the warranty statements accompanying delivery of the Third Party Products, and Customer agrees that Customer will rely solely on such Third Party Product warranties and Customer shall make no claim against TAN on account of any warranty, express or implied, which may apply to any Third Party Product. Last revised November 29, 2012 10 GENERAL TERMS EXHIBIT 1 PRICING FORM Company Address 1018.2 Tetesis Ct,, Suite 100 San D!«go. CA 92121 US Created Date Quote Number Expiration Date &'18/2013 0C<009629 S/31,'2013 Prepared By Megsin Ferri Phone 1 (aeS) 543-7223 #S-036 E-maii megsn-fefrilliactivenetwcirk.corp If To Hame CA,RLSBAD PARKS & RECR.EA.TS ON |{ To Contact Bonnie Elliott IJ To Address 1635 FARADAY AVE Carfsbad, CA 92CC«-73)4 United States Ship To Contact Bonnie Ellkiti Ship To Address 1635 FARAOA.Y A.VE Carisbad. CA. 92130&-7.314 Urated States Product Product Type Quan^ UOM Sales: Price Fee % Toiaf Price AdiveWet -AcCvity Re^s&aliion SaaS 1.00 Ea USD 0.00 USOO.OO ActtveNet -Facility ReserwaSion SaaS 1.00 Ea USD 0.00 USD 0.00 ActweNet-Point of Sale SaaS 1.00 Ea USD 0,00 USOO.OO AclrveNet -Membefship SaaS 1.00 Ea USD 0.00 USOO.OO ActtveM et -Daycaire SaaS 1.00 Ea USD 0.00 USO 0.00 ActiveNet -League Sdh&Ming SaaS 1.00 Ea USD 0.00 USD 0.00 ActiveNet -Pubiic Access SaaS 1.00 Ea USD 0.00 USD 0.00 AdsveNet -Daily OnsiSe Fee (min 3 days) Service 21.00 Day USD 500.00 USD 10,500.00 ActtveNet -Public Access Optimizatjon Service 4.00 Ea USD 0.00 USO 0.00 ActiveNet -Senior Professional Se«sces Service 88.00 Hr USO 175.00 USD 15.400.00 ActiveNet -Standard Professional Services Service 272.00 Hr USD 1CO.00 USD 27.200.CO AcitveNet-{S0-S14i oriine credit cani transaction - % fee) SaaS 1.00 % USD 0.00 4.50 USO 0.00 AcitveNet -{$0-Sl49 online credit card trarisaction - iat fee) SaaS 1.00 Ea USD 1,00 USOO.OO ActtveNet -(S150-5499 orslifie credit card lra;nsaciion - % fee) SaaS 1.00 % USD 0.00 4.50 USD 0.00 ActtveNet -(S150-S499 online credit cani transaction - flat fee) SaaS 1.00 Ea USD 1.00 USD 0 00 ActiveNet -{S500-* online credit card transaction - % fee) SaaS 1.00 % USD 0.00 4.50 USD'0.00 ActtveNet -($500+ online credit card transaction - tat fee) SaaS 1.00 Ea USD 1.00 USD 0,00 ActiveNet -(credit card refunds - flat fee) SaaS 1.00 Ea USD0.10 USOO.OO ActiveNet -{offline cash/ctiecSi; transactions - % fee) 1.00 % USD 0.00 1.00 USOO.OO ActiveNet -{offiine credit card processing - % fee) SaaS 1.00 % USD 0.00 3.75 USOO.OO ActveNet -ACH Remittance- Every 1 week Sen^ice 1.00 Ea USD 1.500.00 USD 1.SOO.GO ActtveNet -Standard iPA0 w/PCI PED cert USB HID w/Magensa.net Key Hardware 17.00 Ea USD 265.00 USD 4,505.00 GENERAL TERMS Adweltet - DYNAMAiG 3-TRK USB BLACK MSR MAGNESAFE 2.0 HID Hardware 15.00 Ea USDSO.OO USD 1.200.00 Aidnelitet - Microsoft yfieCaRi Cinenra Hardware 3.00 Ea USD ^.00 USDJ^.OO AdsveNet - Orbitai Scartner (USB) Pass Va&lafion - MK7120-71A38 -Hardware 5.00 Ea USD 2»2.00 USD 1.460.00 Adn^M - Fargo DTC1O0O SS BASE MODEL. PRINTER W/ 2 YR WARRANTY H»dware 2.00 Ea USO 1;2S5.00 USD 2.530.00 AdiweNel - ELO 15" LOD Accutoudh Touchscreen. USB e.oo Ea USD 633.00 USD 4.194.00 Activeftot - APG S4000 Cash Dravwer Mdlta=>ro int - need prin^ (c^ ind) Ha^rtware 3.00 Ea USD 172.00 USO 516.00 AciiveNe<t - APG S4000 Cash Drawer. Seiial int - no printer needed H^rtware 5.00 Ea USD 223.00 USD 1.115.00 AdweNet - STAR T^IOO Them)^ Rec^pt Paper (31^ x 220) H»dware 1.00 Ea USO 75.00 USO 75.00 ActweNet - STAR TSP143U Thermal autocutter, USB -cabie included H^^tfware 3.00 Ea USD 309.00 USD 927.00 ActiveNet - Prafessaonai Seruices Conversion to Ai^vel4et Cnecfit Service 1.00 Ea USD -19.427^ USD -19.427.62 ACTIVE Net - Gaieickker. USB Har^are 2.00 Ea USD 115.00 USD 230.00 ACTIVE Het - PrafesBonsri Services - Men*ershi|>s: Entiy PointsMccess Cordrol Seruice 16.00 Hr USD250JOO USD 4.000.00 ActiveNet - Standard F^ofes^onal S^vkes SenHce 1.00 Hr USD 150.00 USD 150.00 Hardware Tota^ Soflware Total Sennce Total Maintenance Toi^ SaaSTotc^ Otiier Total USD 17.007.00 USD 0.00 USD 39,322.38 USD 0.00 USD 0.00 USD 0.00 Total Price USD 66.329.38 'Sales Tax not induded «i total price. Sales tax. where applicable, wl be added to your invoke. General • Customer shall pay TAN all fees for licensed software purchased hereunder upon delivery of the software. • Delivery of licensed software shall be deemed to have occurred upon TAN's email transmission to customer's designee of an FTP link permitting download of the software from TANs designated online site, or where delivered in the form of physical media, FOB Origin. • The start date for support and maintenance for implementations performed by TAN will be the first day of implementation of the licensed software or 90 days following the delivery of the licensed software, whichever occurs first, and upon delivery of the licensed software for implementations performed by customer or a third party vendor. • Sales taxes, where applicable, are not included and prices are in the currency of the country of installation (subject to change without notice). • Hardware, operating system, 3rd party software and site preparation are not included unless otherwise noted. • Quoted prices for onsite services do not include the costs of transporting Active Network resources onsite. If onsite services are required, economy transportation costs (eg. Airfare, train fare, or mileage) will be assessed and invoiced separately. Onsite services are billed in minimum, 8 hour daily increments. • TAN travel to the City of Carlsbad meeting locations will be invoiced to the City at actual cost, with the exception of meal expenses, which TAN will charge at the current standard IRS high/low per diem rate which is applicable for the meeting location (IRS publication 1542). As of October 2011, the low rate which is applicable to most locations is $52 per day and the high rate is $65 per day. TAN will not charge for travel time. For airplane travel, TAN will use the lowest available, commercial airfares for direct flights or flights GENERAL TERMS with no more than one stop. TAN will obtain City approval before scheduling trips to the City of Carlsbad's site. The software and manuals are available for download. All hardware sales are final. Hardware is covered by standard manufacturer's warranty. Equipment that is defective upon arrival will be replaced. RMA process will apply for items after support has indicated there are no altematives. Customer must notify TAN in writing of any defective hardware within 7 days of its receipt. Any notices received after 7 days conceming defective hardware will be null and void and will not be accepted for retum or replacement by TAN. Hardware will be held until authorized to ship by the Customer. • A test environment called "Trainer" will be available for customer at no extra charge. Implementation Hours (as noted in quote and hours as used) Project Planning =16 hours ($100/hr) CLASS to ACTIVEnet Session/Business Process Review = 24 hours ($175/hr) Documentation from CLASS to ACTIVE Net Session/Business Process Review = 8 hours ($100/hr) Project Management = 48 hours ($175/hr) Documentation/Status Reporting =16 hours ($100/hr) Onsite Services for 3 days - to include PM and Consuhant = $500 day/per person = $3,000 General Settings = 8 hours ($100/hr) Activity Registration (includes Instmctor) = 32 hours ($100/hr) Flexible Registration (DayCare) = 24 hours ($100/hr) Facility Reservation (includes Resource Scheduler) = 32 hours ($100/hr) •Library Facility Usage =16 hours ($100/hr) Membership = 24 hours ($100/hr) Point of Sale = 16 hours ($100/hr) League Scheduling =16 hours ($100/hr) Public Access = 16 hours ($100/hr) Public Access - Interactive Map = 4 hours ($100/hr) Reports/Communication = 8 hours ($100/hr) Customer Management = 4 hours ($100/hr) Additional Front Desk Training = 8 hours ($100/hr) Pre Go-Live Testing = 8 hours ($100/hr) Onsite Training = 15 days ($500/day) Documentation Services =16 hours ($100/hr) Financial Export =16 hours ($175/hr) Access Control =16 hours ($250/hr) Access Control Project Planning = $150 Ongoing Fees (as noted in quote) Cash and check payments entered by Customer through the staff interface will be assessed a 1.0% Service Charge. Gift Cards, Scholarships, Credit on Account transactions are exempt from this Service Charge. An additional ECP (electronic check payment) Service Charge of 1.5% will be applied to offline ECP payments. Refunds to ECP will be assessed a $0.10 refund fee. All other staff interface payments (credit card) will be assessed an additional Service Charge of 2.75% and any refiinds of such payments will be assessed a $0.10 refund fee. This $.10 refund fee does not apply to refunds made by cash, check, or credit of account transactions. All offline Service Charges will be paid for by the Customer and will be deducted from remittance totals or invoiced as appropriate. GENERAL TERMS Each online registrant will pay the event registration fee charged by Customer and the Service Charge equal to 4.5% + $1.00 for all transactions with a minimum Service Charge of $2.00. City of Carlsbad is opting out of ACTIVE Advantage and Reader Reward Programs. TAN may change the Service Charges at any time and Customer agrees to such change unless Customer provides TAN with written objection to such change within 30 days from the date such change is first implemented. TAN will be responsible for collecting all registration fees charged by Customer and all Service Charges assessed by TAN. All registration fees, except Service Charges, are Customer's exclusive property. Any registration fees collected by TAN will be sent to Customer bi-weekly by check and Service Charges shall be retained by TAN. TAN shall not be responsible for processing or making any refunds. TAN may reimburse itself for any chargebacks and associated fees out of registration fees collected by it. In the event such funds are not available. Customer agrees to reimburse TAN for any chargebacks or refunds. GENERAL TERMS EXHIBIT 2 SCOPE OF WORK EXHIBIT STAGES This section outlines the overall approach to the implementation of ActiveNet. The stages are performed utilizing an iterative approach. The following is a brief description of each stage of the TAN methodology. Steps performed with the guidance of an TAN consultant will be referred to as guided implementation cycles for the remainder of this document. The following subsections will define each stage in detail: Project Planning - plan the implementation, analyze business needs, and define configuration requirements. System Configuration - configure the software in accordance with decisions made during planning. Data Entry - enter all data pertaining to the products and services that will be managed in ActiveNet. Functional Testing - test the fiinctional integrity of the system configuration against business cases. Data Auditing - audit entered data for accuracy, consistency, completeness, and currency. User Training - train system users on software operation. Project Management - manage scope and schedule throughout project execution. PROJECT PLANNING OBJECTIVES Objectives for the Project Planning stage are: • Understand project goals; • Gain management business perspective; • Understand current and future business functions and needs; and • Define configuration requirements. TASKS The initial planning stage consists of a business process review. During this time, TAN consultants will ensure proper due diligence occurs to thoroughly understand your business model and to define system requirements. TAN will leverage market experience to advise on industry best practices and discuss opportunities for efficiency gain. ActiveNet utilizes an iterative approach and therefore each implementation cycle will begin with a planning session focused on the aspect of the business being implemented. SYSTEM CONFIGURATION OBJECTIVES Objectives for the System Configuration stage are: • Configure the software in accordance with decisions made during planning; and • Empower system administrators to understand and interact with configuration controls. TASKS Each guided implementation cycle is focused on system configuration. During guided implementation time, system administrators set system controls in accordance with decisions made during planning. A TAN consultant will provide guidance during system configuration and provide insight into the implications of their decisions. System administrators will be empowered to make configuration changes as their business demands. DATA ENTRY OBJECTIVES Objectives for the Data Entry stage are: • Enter all data pertaining to the products and services that will be managed in ActiveNet; • Empower system administrators to understand best practices for entering system data; and GENERAL TERMS • Empower system administrators with a strategy and tools to collect and enter data. TASKS Each guided implementation cycle includes a portion of data entry. Data entered during the guided implementation is a subset of the entire data required to manage all products and services offered by your organization. The primary goals of data entry during guided implementation are to test configuration decisions and to ensure the system administrators understand best practices for data entry. Upon completion of the guided implementation cycle, your organization will need to perform data entry for the remainder of those services. TAN will provide strategic guidance and tools to assist with this data entry. FUNCTIONAL TESTING OBJECTIVES Objectives for the Functional Testing stage are: • Test the fiinctional integrity of the system configuration against business cases; • Empower system administrators to understand best practices for testing system integrity; and • Empower system administrators with a strategy and tools to test system configuration. TASKS Each guided implementation cycle includes a portion of tests. The data entered during the guided implementation is utilized to test the system in accordance with business cases. The primary goal of function testing is to empower system administrators to perform function testing to ensure the software provides efficient workflows and accurate reporting in accordance with project goals. Upon completion of the guided implementation cycle, your organization will need to perform additional fiinction testing. TAN will provide strategic guidance and tools to assist with this data entry DATA AUDITING OBJECTIVES Objectives for the Data Auditing stage are: • Audit entered data for accuracy, consistency, completeness, and currency; • Empower system administrators to understand best practices for auditing system data; and • Empower system administrators with a strategy and tools to audit data. TASKS Upon completion of data entry, system data should be audited to ensure accuracy, consistency, completeness, and currency. Upon completion of the guided implementation cycle, your organization will need to perform data auditing. TAN will provide strategic guidance and tools to assist with this data auditing. GENERAL TERMS USER TRAINING OBJECTIVES Objectives for the User Training step are: • Train system users on software operations; • Empower system administrators to understand best practices for conducting end-user training; and • Empower system administrators with a strategy and tools to conduct end-user training. TASKS Each guided implementation cycle includes a portion of training. The primary goal of training is to ensure system administrators understand the control required to navigate the software. Upon completion ofthe guided implementation cycle, your organization will need to train all end users on software operations. TAN will provide strategic guidance and tools to assist with training. PROJECT MANAGEMENT OBJECTIVES Objectives for the Project Manager stage are: • Establish and maintain project management tools, including meeting agendas, task list, issues log, risk log, project schedule, and others; and • Conduct periodic status reports to reconcile project tasks to the project schedule. TASKS Project management services will be spent maintaining project management tools and conducting periodic status meetings. The primary goal of the project management work is to ensure that the project goals are achieved and project scope and resources are managed within the defined project schedule. OUT OF SCOPE • Only products and services specifically defined in the contract will be considered within project scope. DELIVERABLES The following is a list of implementation deliverables: • Activity Registration (and Flexible Registration) - the module used to manage the instructional and recreational programs offered by your organization. League Registration - the module used to manage and schedule leagues offered by your organization. Private Lessons - the module used to manage private lessons offered by your organization. Facility Reservation - the module used to manage the scheduling and rental functions associated with your organizations facilities. Membership Registration - the module used to manage the membership packages offered by your organization. Point of Sale - the module used to manage retail sales transactions performed by your organization. Fundraising Management - the module used to manage fiindraising campaigns facilitated by your organization. Public Access - the module that allows customers to purchase your organization's services (activities, leagues, memberships and rentals) online. Financial Integration - the module used to generate the GL postings performed in ActiveNet in a format that can be automatically uploaded into your organizations General Ledger. GENERAL TERMS ASSUMPTIONS Your organization will assign the below project roles and those individuals will be available as needed by the project schedule: • Project Sponsor - engages stakeholders; ensures buy-in from top-down. • Project Manager - coordinates with the TAN Project Manager, procures resources, manages scope, schedule, quality and risk mitigation. • System Administrator(s) - manages, maintains and supports the ActiveNet system, trains end-users on an ongoing basis. • Technical Representative(s) - should be available "on call" during the lifespan of the software to assist with intemet connectivity, database management, software upgrades, workstation and peripheral installations. • Financial Representative(s) - a designated individual to monitor ActiveNet accounting fiinctionality, ensure that transactions are posted correctly, and that the financial data within ActiveNet is accurate and pertinent. Your organization will effectively lead project-related change management activities (creating materials and facilitating workshops). Your organization will provide the resources necessary to deliver implementation services (i.e. training room, intemet access, computers, whiteboard). Your organization will perform work associated with each task within the allocated timeframe. CONSTRAINTS Implementation services are limited to the hours defined in the contract. Services may be purchased or withdrawn (not to be billed) as project needs dictate. The availability of TAN resources for the execution of Project activities will be govemed by the following factors: • Project management, consulting and technical resources will be available between 6AM PST and 8PM PST. Times need to be defined 4 weeks in advance of engagement dates unless otherwise specified. • Services delivery will be conducted and billed in 8 hour time blocks. • Professional services must generally be booked 6 weeks in advance of engagement dates unless otherwise specified and are subject to availability. • Due to partial office closure. Active resources will not be available for project work between the dates of December 15 and 31. Implementation services are subject to our cancellation policy. TAN requires that cancellation or rescheduling requests be submitted twenty-eight fiall calendar days prior to engagements. This provides sufficient time for resources to be allocated to ahemative billable projects. GENERAL TERMS EXHIBIT 3 MAINTENANCE EXHIBIT ANNUAL SUPPORT AND MAINTENANCE The following supplies and services are included in Support and Maintenance: • Unlimited technical support between 5:00am and 6:00pm Pacific Time, Monday through Friday via telephone (800.663.4991), email or web portal (http://support.theactivenetwork.com) • Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, provided that: o If self hosted, the site must have remote access and Internet email capability for extended support hours. o Support calls placed during extended support hours must be placed by an authorized contact person. o The type of support call is an urgent issue that includes site down, revenue impacting, or customer facing issues that have no reasonable work-around. • Access to TAN's secure customer care web portal, discussion fomms, knowledgebase and online training materials • Regular documentation and communication • Support also includes, if such assistance can be provided in 15 minutes or less: o Assistance troubleshooting Third Party products i.e. Crystal Reports, Citrix client o Assistance to isolate and/or troubleshoot difficulties resulting from sources other than TAN products and services, such as: • General network/intemet support i.e. network access, printing, internet access • PC hardware troubleshooting • PC setup, configuration and optimization • Network operating system configuration and functionality • Basic Microsoft Windows funcfionality (i.e. Windows Explorer or Intemet Explorer) • Loss of supervisor or other password ANNUAL SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS The following supplies and services are included in Support and Maintenance: Installation of new software releases Monitoring of connectivity and critical fiinctionality at all times (24hr x 365 days/year) by highly skilled personnel using an extensive series of automated probes from multiple locations Response to site-down/critical issues within one hour, with reasonable efforts to advise your organization of the current status and expected resolution time Service agreements between TAN and critical vendors essential to the continuing successful operation of the hosted environment Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts to notify your organization 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 dismption and that require immediate action), which may temporarily degrade service or cause outages. TAN may undertake urgent maintenance at any time deemed necessary and shall provide status updates to your organization as soon as possible. GENERAL TERMS SUPPORT ISSUE PRIORITIES AND TIMELINES TICKET RESOLUTION TARGETS • New support incidents are assigned one of the following levels, each with its respective standard ticket resolution target: CaU Priority Level Description Standard Completion Target Priority 1 Fatal issues that result in the customer's inability to fulfill critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work-around 1 business Day Priority 2 Serious issues significantly impacting use of the system but do not prevent core functions from being fulfilled 2 business day Priority 3 All other issues, except those classified as D (Low); i.e. how- to questions, reporting/reconciliation issues 3 business days Priority 4 Issues that are not time-sensitive or may be undertaken as customer service initiatives outside the scope of this Agreement None Guaranteed Uptime For Hosted Customers - covers planned and unplanned outages 99% annually DEFINITIONS: For purposes of the above: "Uptime" means the percentage derived by dividing (x) the total possible minutes of system availability minus the total minutes of Downtime, divided by (y) the total possible minutes of system availability. "Downtime" means sustained Unavailability for 15 or more consecutive minutes. Downtime does not include intermption during any Regularly Scheduled Maintenance Period or Non-Regularly Scheduled Maintenance, Emergency Maintenance, Customer-caused outages or disruptions, outages caused by Customer's or its authorized users' telecommunications and Intemet services, software or hardware not provided and controlled by TAN (including third party software or sites), or outages caused by dismptions attributable in whole or in part to force majeure events. "Emergency Maintenance" means maintenance performed by TAN that occurs outside of the Regularly Scheduled Maintenance Period and Non-Regularly Scheduled Maintenance, and that is caused by a force majeure event. "Non-Regularlv Scheduled Maintenance" means maintenance performed by TAN outside of the Regulariy Scheduled Maintenance Period for which TAN has provided Customer with at least two calendar days prior written notification. The notification period hereunder is subject to change from time to time at TAN's sole discretion. "Regularlv Scheduled Maintenance Period" means the time period that TAN reserves for scheduled maintenance, which may be subject to change from time to time at TAN's sole discretion. This period for worldwide customers is every Saturday, 2 p.m., Pacific Time, to 8 p.m.. Pacific Time. This time is reserved for weeks in which maintenance will be performed, in order to provide a consistent window for maintenance planning. "Unavailability'' means that the start page fails to download, as measured at an access point on the backbone provider's network. DISASTER RECOVERY • In the event of a major incident, emergency management and disaster assessment teams will be engaged to determine if a disaster should be declared. In the event of material damage to or destmction of the primary 10 GENERAL TERMS processing site, the disaster recovery plan will be invoked. This plan may call for moving your processing environments to a remote recovery site. In such an event, production environments would be recovered first, with test and other environments following. Services for accelerated recovery times and recovery points are available as an additional service. The following disaster recovery services are included: Oectarafitin of Disaster'Coraiiion 1 m^oral at service in primaxy datsKierflBr 1 1 for>72houn j fine to R&BcoverOparaliE3f» i i ' Ptatentiat Data Loss 1 <24H(MS i SERVICES NOT INCLUDED The following supplies and services are excluded from Support and Maintenance: 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 customer's personnel Improper treatment or use of the software Onsite or remote training services Full report customization service Database-specific services or assistance RESTRICTIONS The following actions will void the support and maintenance portion of the Active contract: • 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 TAN to work with either the application or the application's database 11 GENERAL TERMS HOLIDAY HOURS (US AND CANADA) Holiday Open with reduced staff Closed New Year's Day (January 1st) / Martin Luther King Day (3rd Monday in January) / President's Day (3rd Monday in Febmary) / Good Friday (Friday before Easter) / Victoria Day (3rd Monday in May) / Memorial Day (Last Monday in May) / Canada Day (July 1st) / Independence Day (July 4th) / Civic holiday (1st Monday in August) / Labor Day (1st Monday in September) / Canadian Thanksgiving/Columbus Day (2nd Monday in October) / Remembrance Day/Veteran's Day (November 11th) / US Thanksgiving (4th Thursday in November) / Day after US Thanksgiving (4th Friday in November) / Christmas Day (Dec. 25th) / Boxing Day (December 26th) / New Year's Eve (December 31^') / 12 GENERAL TERMS EXHIBIT 4 Security Exhibit Vendor = TAN City = Customer SECTION I - SECURITY 1. SECURITY POLICIES AND TECHNOLOGY As outlined in the applicable Statement of Work, the Vendor will provide all Services, using security technologies and techniques in accordance with standard industry practices, procedures and requirements, including those relating to the prevention and detection of fraud and any other inappropriate use or access of systems and networks. 2. NETWORK AND APPLICATION SECURITY The Vendor will implement and use network management and maintenance applications and tools, appropriate fraud prevention and detection, and data confidentiality/protection/encryption technologies. 3. ENDPOINT AND SERVER SECURITY The Vendor will implement and use management and maintenance applications and tools, appropriate fraud prevention and detection, hardware (e.g. firewall) and data confidentiality/protection procedures. This must include mechanisms to identify vulnerabilities and apply security patches. Encryption is done via the VPN for endpoints. 4. AUDIT REQUIREMENTS The Vendor will reasonably work with the City auditors to provide requested documentation, provided disseminating such information is not a security risk, and provided further that any such documentation shall be kept confidential by the City and its auditors. Any audit requests shall be limited to no more than once per calendar year, shall be made upon reasonable notice in writing to Vendor and shall not unreasonable interfere with Vendor's operations. 5. SECURITY LEVEL In no event may the Vendor's action or inaction result in any situation that is less secure than the security that the Vendor provides for its own systems and data. 6. INFORMATION ACCESS The Vendor (including its employees, agents and contractors who may access the City's data and software) hereby affirms that any persons lawfully accessing the City's data and software for Vendor shall abide by the access protectionand data/software security requirements of this Agreement. Computer data and software, including the City's data, provided by the City or accessed (or accessible) by the Vendor's personnel or the Vendor's contractor personnel, must be used by such personnel only in connection with the obligations provided in this Agreement.. Failure of the Vendor or the Vendor's contractors to comply with the provisions of this Agreement may result in the City restricting offending personnel from access to the hosted environment or data, or immediately terminating this Agreement. The Vendor will be responsible for maintaining and ensuring the confidentiality and security of the City's data. The Vendor will notify the City in advance if any planned maintenance, planned service, planned upgrades or planned tuning will be performed on the City's system. The City shall promptly notify Vendor of any City personnel no longer authorized to access the City's data. 7. IDENTITY AND ACCESS MANAGEMENT The City will authorize, and the Vendor will issue, any necessary information access mechanisms, including access identities (IDs) and passwords for City personnel. The Vendor will issue any necessary information access mechanisms, including access identities (ID's) and passwords for Vendor personnel. The Vendor will provide vendor personnel only with the minimum level of access necessary on the hosted SQL Server to perform the tasks and functions for which they are responsible. The Vendor will provide the City with an updated list of all system 13 GENERAL TERMS users who have access to the City's hosted SQL Server, including the level of access, upon request by the City. The City shall promptly notify Vendor of any City personnel no longer authorized to access the the City's hosted SQL Server. 8. SECURITY MONITORING The City and the Vendor will collaborate on security monitoring and incident response, define points of contact on both sides, establish monitoring and response procedures, set escalation thresholds, and conduct training. The Vendor will, at the request of the City or, in the absence of any request from the City, at least quarterly, provide the City with a report of incidents of unauthorized access to the City's environment that it has identified and taken measures to resolve. 9. SAFETY The Vendor understands that safety is a high priority and a material element of how the Vendor delivers the Services. The Vendor, therefore, agrees to follow all the City's safety guidelines when at the City's facilities. The Vendor also acknowledges that it may use the City's facilities only for the City's operations and that it must maintain these to standards required for such usage. The Vendor will meet all guidelines from occupational safety and health administrations and similar national and intemational requirements regarding safety. The Vendor will promptly report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury to the City (and/or its employees, contractors or subcontractors) that occur at a City facility. The Vendor agrees to cooperate and help the City investigate any such incidents in accordance with the safety procedures that the City has in place at the time of any such incident. The operation of the Vendor's vehicles or private vehicles of Vendor personnel on the City's property will conform to any safe driving regulations and visible road or traffic-related signs. The Vendor and/or any of its personnel involved in accidents on the City's property will promptly report the incidents to the City's appropriate security personnel. 10. SECURITY ASSESSMENT AND TESTING The Vendor currently performs an annual assessment. In addition, monthly extemal vulnerability testing and patching is performed. The Vendor currently utilizes an enterprise level monitoring tool which it reserves the right to conduct such testing and assessment, in the future, through the use of different but comparable means. 11. DATA LOCATION The Vendor currently hosts the City's data at their facilities located within the United States. 12. ESfVESTIGATIVE SUPPORT The Vendor will support investigation and discovery requests made by the City to determine the source of data addition, deletion or change. System logs specific to the investigation and discovery request should be made available to the City upon request. 13. PAYMENT CARD INDUSTRY (PCI) COMPLIANCE The Vendor will maintain application and data center PCI compliance. The City may request results of PCI audits and PCI recertification on a yearly basis. SECTION II - SYSTEM ADMINISTRATION Vendor will provide for system administration of the hosted environment at the Vendor's hosting facility, including the Microsoft SQL Server system and associated site hardware and communications infrastmcture, including but not limited to: a) System Maintenance - The Vendor will provide all necessary maintenance to the hosted environment and the network. Appropriate and necessary maintenance shall be determined through the use of standard SQL Server and network monitoring and performance analysis tools. b) Software Maintenance and Upgrades - Software maintenance and upgrades will be performed outside of standard business hours whenever possible. Emergency situations will be handled on a case-by-case basis in such a manner as to provide the least possible disruption to overall system operations and availability 14 GENERAL TERMS without negatively affecting system stability and integrity. Standard business hours for the purpose of this SECTION II are between 6am - 5pm PST. c) Hardware Maintenance and Upgrades - Hardware maintenance and upgrades will be performed outside of standard business hours whenever possible. Emergency situations will be handled on a case-by case basis in such a manner as to cause the least possible dismption to overall system operations and availability without negatively affecting system stability and integrity. 15