ACTIVE NetCity of La Quinta
Response to:
RFP for Recreation Software
Due 13th of April 2018
ACTIVE Network, LLC
717 North Harwood St. Ste 2500
Dallas, TX 75201
717 N. Harwood Street |
Suite 2500
Dallas, TX | 75201
T: 888.543.7223
www.ACTIVEnetwork.com
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COVER LETTER
April 13, 2018
Luis Magallanez
Community Resources Coordinator
City of La Quinta
78450 Avenida La Fonda
La Quinta, CA 92253
Dear Mr. Magallanez and Members of the Selection Committee:
On behalf of the ACTIVE Network® (ACTIVE), I would like to thank the City of La Quinta for the
opportunity to participate in your Request for Proposal for Cloud-Based Recreation Software. Our
goal is to deliver a solution that propels the City forward in its efforts to provide their residents and
visitors with quality recreational opportunities that promote a healthy lifestyle and strengthen the
community.
ACTIVE’s best-in-class solution, ACTIVE Net, is being utilized to powerfully impact a significant
portion of Parks and Recreations in California and around the globe. These agencies are seeing
substantial improvements in quality, productivity, and other measurements of performance and so
can you. Through our technology, the City will control cost, increase operational efficiencies and
communication for positive internal and external outcomes.
The City of La Quinta is embarking on an exciting journey: transforming recreation services delivery
by migrating to a next-generation recreation technology solution. By doing so, the City will achieve
the following:
Access meaningful data through integrated Business Intelligence tools to drive decisions an
improve marketing efforts and citizen offerings and engagement.
Leverage our sophisticated Digital Marketing Services to help you reach your audience and
help drive traffic and registrations to your site.
Drive Citizen engagement through our easy to use platform along with the depth of
functionality in ACTIVE Net that comes with over 18 years of customer-driven development.
Should the evaluation committee have any further questions or require additional information please
do not hesitate to contact your Account Executive, Jace Fecht via phone at 641.781.1611 or email
jace.fecht@activenetwork.com.
On behalf of the Leadership Team, we thank you for the opportunity to service the City of La Quinta
and look forward to building a productive partnership with your team. We look forward to meeting
with you soon.
Kind regards,
Sheryl D. Hoskins
Chief Revenue and Product Officer
DocuSign Envelope ID: 8A3CA98B-2907-465C-A2EF-500920AEE52C
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TABLE OF CONTENTS
Cover Letter ..................................................................................................................................... 1
Table of Contents ......................................................................................................................... 2
Firm Contact Information ..................................................................................................................... 3
Validity Statement .................................................................................................................................. 3
Background and Experience ............................................................................................................. 3
Work Plan / Technical Approach ...................................................................................................... 4
Cost Estimate ......................................................................................................................................... 17
References ............................................................................................................................................. 22
Contracts Disclosure ........................................................................................................................... 24
Warranty and Guarantee of Work Product ................................................................................. 24
Subcontractors ...................................................................................................................................... 25
Master Software Licenses ................................................................................................................ 25
Insurance ................................................................................................................................................. 25
Non-Collusion Affidavit ....................................................................................................................... 25
Product Requirements ....................................................................................................................... 25
Appendices .................................................................................................................................. 28
Appendix A: Exceptions ..................................................................................................................... 29
Appendix B: Sample Standard Terms and Conditions .......................................................... 30
Appendix C: Supported Peripheral Hardware ........................................................................... 40
Appendix D: Non-Conclusion Affidavit ......................................................................................... 42
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Firm Contact Information
Printed name, address, phone number, and email address of (a) firm’s contact person (b) location of
firm’s main office (c) location of the office that would service this project.
(a) Jace Fecht, Account Executive
717 North Harwood Street, Suite 2500
Dallas, Texas 75201
(641) 781-1611
(b) ACTIVE Network - Headquarters
717 North Harwood St., Suite 2500
Dallas, Texas 75201
(888) 543-7223
(c) The primary office that would service this project would be the ACTIVE’s Headquarter
location.
Validity Statement
A validity statement stating that all information and pricing provided in the proposal is valid for at
least ninety (90) days.
All information and pricing provided in this proposal is valid for at least 90 days.
Background and Experience
(a) Number of years in business
ACTIVE Network has been in business for 18 years.
(b) Taxpayer Identification Number
ACTIVE Network, LLC FEIN: 46-4960154
(c) Firm ownership and, if incorporated, the state in which the firm is incorporated and the date of
incorporation
ACTIVE Network, LLC was incorporated in the state of Delaware on December 28, 1999.
(d) If the firm is a subsidiary of a parent company, identify the parent company.
ACTIVE Network was recently acquired by Global Payments Inc. Headquartered in Atlanta, Georgia
with more than 8,500 employees worldwide, Global Payments is a member of the S&P 500, with
merchants and partners in 30 countries throughout North America, Europe, the Asia-Pacific region
and Brazil.
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Work Plan / Technical Approach
(a) A simple work plan that describes the steps the firm will take to see the project through from
contract award to final acceptance of completion.
With over 15+ years of experience as the market leader, ACTIVE understands that an implementation
method tailored to the project is a prerequisite for a successful implementation. Our goal is to help
you deploy a new Cloud based recreation software, data migration, and staff training which will result
in the City ability to serve the community in a more efficient and comprehensive way. The scope of
work and training requirements are fully address in this section below.
Methodology
ACTIVE Net implementations operate within the framework of the Project Management Body of
Knowledge as advocated by the Project Management Institute and leverage industry best practices
gained through more than 30 years of market-leading experience.
As part of your implementation, you are provided access to project management software called
Basecamp that is used to manage the schedule and associated tasks for the project. Responsibilities
are defined clearly by assigning owners to tasks. Basecamp is also the repository for all
documentation associated with the project so your team, as well as your consultant, have shared
access to information needed by all parties. An orientation to Basecamp as well as login credentials
are provided during the project launch meeting.
Approach
This section outlines the overall approach of an ACTIVE Net project. The project is broken into
phases. The following is a brief description of each stage of the ACTIVE Network methodology.
Project Planning – plan the implementation, analyze business needs, and define
configuration requirements
Implementation – configure ACTIVE Net and train the project team on system
operations
Deployment – ensure workstations and staff are able to use ACTIVE Net
Conversion – populate ACTIVE Net with ongoing transactional data from the legacy
system
Go Live – conduct day-to-day operations using ACTIVE Net
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Figure 1: Process Diagram – Implementing ACTIVE Net
Implementation Plan
The project team is responsible for developing the project plan, ensuring all associated
requirements are fulfilled, and adequate resources are available for the project. Each phase is
broken into stages. Each stage includes an overview, objectives, inputs, tasks, and deliverables. The
phases are organized into their appropriate stages and listed beginning on the next page:
Project Planning
― Project Launch/Scheduling
― Business Review
Implementation
― Data Collection
― Data Review
― Data Entry
― User Testing
― Training (LMS Train the Trainer)
― Training Plan Development
Deployment
― Workstation Readiness
― End User Training
― Technical Tasks
Go Live Conversion
― Planning
― Data Entry
Go Live
― Go-Live Preparation
― Go-Live
― Post-Go-Live System Optimization
Project Planning
Project Launch/Scheduling
Objectives for the Project Launch/Scheduling stage are:
Gain an understanding of required project roles
Gain an understanding of the project life cycle
Establish a tentative project schedule
Reserve Active and Customer resources
Prepare for the Business Process Review
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Inputs for the Project Launch/Scheduling stage are:
Active Resource Availability ACTIVE
Customer Project Resource Availability Customer PM
Project Planning Guide ACTIVE
Data Assessment Sheet (blank) ACTIVE
Deliver Accounting Manual ACTIVE
ACTIVE Net Look and Feel Guide ACTIVE
Technical Statement of Works (SOW’s) ACTIVE
Tasks for the Project Launch/Scheduling stage are:
Review ACTIVE project roles and responsibilities
Review your organizations required project roles and responsibilities
Review ACTIVE Net’s project lifecycle
Review project schedule options
Review Basecamp use
Distribute the Data Assessment Sheets and other documents
Deliverables for the Project Launch/Scheduling stage are:
Project schedule ACTIVE
Active Project team assignments ACTIVE
Customer project team assignments Customer PM
Complete Data Assessment Sheet Customer SME
Review Accounting Manual Customer Accounting Team
Review Technical SOW’s Customer Technical Team
Review Recommended Settings Document Customer Technical Team
Booking the Business Review meeting room Customer PM
Setup Basecamp instance and provide login credentials ACTIVE
Business Process Review
Objectives for the Business Review stage are:
Understand your project goals
Understand your business policies and procedures
Understand your product and service offerings and establish a data collection strategy
Understand your IT infrastructure
Understand your accounting needs
Identify project risks
Finalize project schedule and go live date
Inputs for the Business Review stage are:
Competed data assessment sheet Customer SME
Reviewed Accounting Manual Customer Accounting Team
General Data Collection Sheet (Blank) ACTIVE
Provide images and waivers to Basecamp Customer SME
Tasks for the Business Review stage are:
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Review project goals
Review the Data Assessment Sheet
Review General Data Collection Sheet so that the Customer knows how to fill it out
Discuss the other Data Collection Sheets at a high level
Discuss accounting needs
Review technical system requirements
Discuss peripherals being used by the Customer
Create a communication plan (for project team, Customer stakeholders, staff and customers)
Maintain a Project Risk Log
Review Active Learning Management System (LMS) and plan out courses for next sessions
Deliverables for the Business Review stage are:
Data Assessment Sheet (populated) Customer SME/ACTIVE
Data Collection Sheets (blank) ACTIVE
Project Risk Log Customer PM
Project Agenda for the remaining stages ACTIVE
Basecamp dates and tasks updated ACTIVE
LMS link and logins ACTIVE
Implementation
Data Collection
Objectives for the Data Collection stage are:
Capture your organizations inventory of all product and services in a format for use during
data entry.
Review/Overview of the ACTIVE Net modules to be used
Inputs for the Data Collection stage are:
Provide maps to Basecamp Customer SME
Data Collection Sheets (completed) Customer SME
Tasks for the Data Collection stage are:
Populate the Data Assessment Sheets with inventory of all product and services.
Complete assigned LMS courses prior to the sessions
Determine who will enter the data (Active and/or the Customer)
Demonstrate standard workflows of ACTIVE Net modules
Deliverables for the Data Collection stage are:
Data Collection Sheets (Populated) Customer SME
Data Review
Objectives for the Data Review stage are:
Ensure the Data Collection Sheets are complete and accurate
Initial introduction to the ACTIVE Net application modules
Inputs for the Data Review stage are:
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Completed data assessment sheet Customer SME
Tasks for the Data Review stage are:
Review the Data Collection Sheets for completeness
Perform validation checks on data collection sheets
Assign LMS courses to staff for testing phase
Deliverables for the Data Review stage are:
Data Collection Sheets (Populated) Customer SME
Data Entry
Objectives for the Data Entry stage are:
Configure and populate ACTIVE Net database in accordance to your business needs
Inputs for the Data Entry stage are:
Competed data assessment sheet Customer SME
Tasks for the Data Entry stage are:
Configure ACTIVE Net in conjunction with the Data Assessment Sheet
Populate ACTIVE Net with product and services from the Data Collection Sheets. This is
non-customer/transaction data.
Audit ACTIVE Net to ensure alignment with Data Collection Sheets
Deliverables for the Data Entry stage are:
ACTIVE Net database (Configured and populated) ACTIVE
User Testing
Objectives for the User Testing stage are:
Test the functional integrity of the system configuration against business cases
Update configuration as needed
Inputs for the User Testing stage are:
User testing templates ACTIVE
Test cases and workflows to review Customer SME
Tasks for the User Testing stage are:
Review front-desk transactions for each functional area in ACTIVE Net
Review online transactions for each functional area in ACTIVE Net
Review reports for each functional area in ACTIVE Net
Review communication tools for each functional area in ACTIVE Net
Determine mitigation strategies for each functional gap
Update configuration in accordance with testing results
End to end test of credit card processing and bank reconciliation
Deliverables from the User Testing stage are:
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ACTIVE Net (tested) Active/Customer SME
Configuration is updated as needed Active and Customer SME
Detailed review of ACTIVE Net modules Customer SME
Updated test cases Customer SME
Training (LMS Train the Trainer)
Objectives for the Training stage are:
Introduce organization trainers to the Active online LMS training tool
Empower the project team to understand best practices for conducting end-user training
Empower the project team with a strategy and tools to conduct end-user training.
Create and update training material for the end users
Create an end user training plan
Inputs for the Training stage are:
Training Manual template and quick reference guides ACTIVE
Provide list of Organization Trainers Customer PM
Training room booked and prepared Customer PM
Tasks for the Training stage are:
Provide base training materials
Trainers have completed the assigned LMS courses prior to the sessions
Modify training manual in accordance with system usage
Provide supplemental training session on workflows not covered in the LMS
Develop training plan for delivering end-user staff training
Secure resources to execute training plan
Deliverables for the Training stage are:
Customized Training Manual Customer Trainers
Training Plan Customer PM
Deployment
Workstation Readiness
Objectives for the Workstation Readiness stage are:
Ensure all workstations have access to ACTIVE Net
Ensure all workstations designated to operate ACTIVE Net are configured with the
appropriate 3rd party software
Ensure all workstations designated to operate ACTIVE Net are configured with the
appropriate hardware
Inputs for the Workstation Readiness stage are:
Existing Peripheral Hardware List Customer PM
Additional Peripheral Hardware (if required) ACTIVE
System Requirements ACTIVE
Hardware Configuration Guides ACTIVE
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Tasks for the Workstation Readiness stage are:
Install, configure and test third-party software required by ACTIVE Net
Install, configure and test hardware required by ACTIVE Net
Bookmark ACTIVE Net sites on workstations
Deliverables for the Workstation Readiness stage are:
Configure and test single workstation with peripherals (ACTIVE and Customer Desktop)
Configure and test remaining workstations and peripherals Customer Desktop
End User Training
Objectives for the End User Training stage are:
Train system users on software operations
Communicate software escalation procedures
Inputs for the End User Training stage are:
End-user training guide Customer Trainers
Training plan Customer Trainers
Training rooms are booked and prepared Customer PM
Tasks for the End User Training stage are:
Execute training plan
Deliverables for the End User Training stage are:
All Staff trained Customer Trainers
Go Live Conversion
Planning
Objectives for the Planning stages are:
Identify type and scope of data to be manually entered into ACTIVE Net
Identify resources
Identify timelines
Inputs for the Planning stage are:
Necessary data for entry is identified and quantified Customer SME’s
Tasks for the Planning stage are:
Review legacy system(s) for candidate data and determine scope of data for manual
conversion
Review staffing availability and determine resourcing
Review project schedule and determine timeline
Deliverables for the Planning stage are:
Data conversion plan Customer PM
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Data Entry
Objectives for the Data Entry stage are:
Populate ACTIVE Net with legacy data
Inputs for the Data Entry stage are:
Completed data conversion plan Customer PM
Lists of the necessary data to be input Customer SME’s
Tasks for the Data Entry stage are:
Execute data conversion plan
Resources are booked
Validate data conversion in ACTIVE Net
Deliverables from the Data Entry stage are:
ACTIVE Net (populated) Customer SME’s
Go-Live
Go-Live Preparation
Active Network consultants will conduct a meeting prior to go-live to confirm all tasks are complete
and the system is ready to be the organization’s true system of record.
Objectives for the Go-Live Preparation stage are:
Ensure staff are competent in system use
Ensure workstations are ready for system use
Ensure data conversion is complete
Ensure project team understands how to escalate issues to ACTIVE
Ensure risks are captured and mitigation strategies are in place
Inputs for the Go-Live Preparation stage are:
Prior stages are complete Customer PM
ACTIVE Support handbook ACTIVE
Go-Live Checklist ACTIVE
Tasks for the Go-Live Preparation stage are:
Review and validate staff training
Review and validate workstation readiness
Review and validate data conversion completeness
Review Active Support policy and communication channels
Handoff call with ACTIVE support team.
Complete Go-Live checklist
Deliverables for the Go-Live Preparation stage are:
Go Live checklist ACTIVE
Customer Support Plan Customer PM
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Go Live Plan Customer PM
Go-Live
Go-Live is the day that ACTIVE Net becomes the system of record for your organization.
Objectives for the Go-Live stage are:
Help with any issues or configuration questions
Inputs for the Go-Live stage are:
Go live plan Customer PM
Tasks for the Go-Live stage are:
All prior stages are complete
Deliverables for the Go-Live stage are:
Online payments are enabled Customer PM
End users processing in ACTIVE Net Customer PM
Post-Go-Live System Optimization
Active Network consultants will conduct a meeting 2 to 3 weeks after go-live to review any questions
or follow up configuration required.
Objectives for Post Go-Live Optimization stage are:
Optimize usage of ACTIVE Net to perform front desk transactions and manage operations
Optimize usage of ACTIVE Net to provide customers an online store
Inputs for the Post Go-Live Optimization stage are:
List of questions, issues and topics Customer PM
Tasks for the Post Go-Live Optimization stage are:
Session with the consultant
Implementation Schedule
Based on this proposal and the number of functionalities requested, below is the anticipated
schedule for your project. If the City chooses to increase the number of core functionalities, then
additional weeks will be needed to successfully complete the project.
Schedule
Initiation Project Launch Project Launch
Week 1 Business Process Review Remote
Week 2 Module 1&2 Review & Data Collection Preparation Remote
Week 3 Module 3&4 Review & Data Collection Preparation Remote
Week 4 Module ALL Data Collection Review Remote
Week 5 Module 1&2 User Testing Remote
Week 6 Module 3&4 User Testing Remote
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Schedule
Week 7 Module ALL User Testing Remote
Week 8 Module 1&2 Training Remote
Week 9 Module 3,4 & System Training Remote
Week 10 Go Live Prep Remote
Table 1: Implementation Schedule
Bi-Weekly Check-ins
We understand that your business must keep running while we implement ACTIVE Net; therefore,
we have maximized the flexibility of when content needs to be delivered and minimized the amount
of time your team need to spend with your consultant, away from your work. To accommodate for
this efficiency, the schedule for your project involves bi-weekly check-ins. In general, the more
flexible you can be with your schedule, the more options that will be made available to you, and the
sooner you can get your project started.
Training
The City will have access to the ACTIVE Net training environment as soon as ACTIVE Net is
configured (during the Testing Phase). This access will remain from onset until the City's contract on
ACTIVE Net ends.
ACTIVE Net Academy’s Learning Management System
ACTIVE Net Academy (ANA) is ACTIVE Network’s new Online Learning Management Solution (LMS)
for our flagship software, ACTIVE Net. ANA will help your organization through training and ongoing
professional development. The goal initially is to arm your team with the expertise they need to use
ACTIVE Net to its full potential from Go-Live Moving forward, ANA will help your team continue to
excel as ACTIVE Net users with expanded content, reinforcement training, improved engagement
(with both your community and your staff), and detailed analytics. We are confident this tool will help
take your organization to new heights.
Please see Appendix G: ACTIVE Net Training Materials and User Guides for additional
information related to ACTIVE Net Academy.
Training Methodology
Over the years of implementing ACTIVE Net, we recognized a trend of challenges for municipalities
during this time. No implementation is accomplished without a concise effort on both sides (ACTIVE
and the client), but we realized there were opportunities to streamline the effort. We understand that
your business must keep running while we implement ACTIVE Net so we have maximized the
flexibility of content delivery and minimized the dedicated time to be spent with your consultant.
ACTIVE Net Training Plan Overview
ACTIVE Net Training is broken up into 3 phases:
1. Training Plan Development
2. LMS Core Training
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3. Supplemental Training
Training Plan Development
During this phase the document is used to identify and capture all user groups within your
organization and map those user groups against all competencies pertinent to their use of ACTIVE
Net. A representative from ACTIVE will work with your organization to configure the Learning
Management System to support LMS core training.
LMS Core Training
During this phase core, users will undertake ACTIVE Net lessons as prescribed in the training plan.
Your users will document any instances where supplemental training will be required to support your
business processes using the exception log provided.
Supplemental Training
Core competencies will be validated, and the exception log will be reviewed during this phase. A
representative from ACTIVE will work with your organization to identify the appropriate workflows
required to support supplemental training material.
Initial Training
ACTIVE Net Academy contains videos on best practice workflows for the administrative and public
access of ACTIVE Net. This training is incorporated into the implementation schedule, and we highly
recommend using it for staff training as well. Full access will be given to the project team before the
training phase occurs, so you can have a chance to look over the materials.
Ongoing Training
After the initial training is complete and ACTIVE Net is successfully installed, ANA will help the County
with ongoing training by providing the following amenities:
Accelerate Onboarding: ANA decreases ramp-up time with engaging, on-demand training
the moment new hires walk through the door.
Reinforce Training: ANA ensures employees maintain necessary skills and knowledge
required to succeed with continuous learning that can be accessed anytime, anywhere, from
virtually any device.
Self-Assessment: ANA offers interactive self-assessment quizzes for users to test product
knowledge retention. This is a great professional development opportunity.
Demonstrate Competency: In an effort to promote product knowledge fully, ANA tracks &
maintains enrollment and completion history for all users.
ACTIVE Net Training Library Overview
The ACTIVE Net Training Library is broken down into 2 main categories:
System Management
ACTIVE Net Module Guides
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System Management
There are five subjects targeted at system administrators, each with their own courses and lessons:
1. Accounting Management
2. Communication Management
3. Customer Management
4. Database Management
5. User Management
ACTIVE Net Module Guides
There are eight Module Guides, each of which are broken down into five courses, which comprise
of lessons.
1. Activities
2. Facility Reservation
3. FlexReg
4. Leagues
5. Lockers
6. Memberships
7. Point of Sale
8. Private Lessons
Each ACTIVE Net subject module is broken down into the following types of courses.
Each course is comprised of multiple lessons which are grouped together to support training on a
single functional area of ACTIVE Net.
1. Daily Operations
2. Maintenance
3. Public Access
4. Reporting
5. Setup
(b) Describe what information, documentation or staff assistance your firm would request from the
City in order to complete the work described.
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 ACTIVE Network Project Manager, procures
resources, manages scope, schedule, quality and risk mitigation.
System Administrator(s) – manages, maintains and supports the ACTIVE Net system, trains
end-users on an ongoing basis.
Technical Representative(s) – available “on call” during the lifespan of the software to assist
with internet connectivity, database management, software upgrades, workstation and
peripheral installations.
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Financial Representative(s) – monitors ACTIVE Net accounting functionality, ensure
transactions are posted correctly, and that financial data within ACTIVE Net is accurate and
pertinent.
City Obligation to Project
Role Implementation Upgrades Ongoing
Maintenance
Project Manager 8 hrs/wk 4 hours 4 hours/month
Project Sponsor 8 hours n/a n/a
System Administrator 20 hrs/wk 20 hours 20 hours/wk
SME’s 12 hrs/wk 8 hrs/wk 8 hrs/wk
Document Manager 8 hrs/wk 4 hrs 4 hrs/month
Finance Representative 24 hrs for project 4 hours 4 hrs month
IT Representative 60 hrs for project 4 hours 8 hrs/month
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Cost Estimate
(a) Total project price
One of the challenges that many organizations face today is doing more with less. That is especially
true in today’s economy. Our Software as a Service (SaaS) model provides organizations with an
affordable way to meet this challenge enabling them to focus their resources on providing their
services to their communities.
The key difference between ACTIVE’s SaaS model and the traditional software license/maintenance
model is that ACTIVE’s success is directly tied the success of your organization. Our model ties us
to the success of your customers, so we have a much stronger vested interest to your success and
supporting your needs.
No License or Support and Maintenance Fees
With ACTIVE’s SaaS model, all of the traditional expenses with purchasing software such as the
licensing and annual maintenance for technical support and hosting facilities are bundled into a
single technology fee. There is no limit to the number of users, workstations, facilities or locations,
you can grow into, so the solution will scale with you at no additional cost.
Upgrades are Timely, Seamless and Free
Unlike traditional software, where upgrades happen annually or every six months, ACTIVE
continuously pushes new features and updates to our solutions. In addition, having a flexible cloud
based solution like ACTIVE Net allows us to release 3-4 full upgrades per year without any additional
cost or downtime for you.
Low Cost of Entry
Deployment of a fully web-based solution is faster and more cost effective since there is no
infrastructure to maintain, no redundancy measures to plan for and little IT time involved. ACTIVE
hosts the application and is responsible for ensuring it is secure and PCI compliant – both of which
can be costly to any organization.
Online Registration Software Licensing &
Maintenance
Product Upgrades
ACTIVE will help you with online
adoption to ensure your online
registration site gets the most traffic
possible.
Our software supports unlimited
users and locations.
ACTIVE manages all updates and
upgrades so there’s no additional
work for you.
Support Infrastructure Costs PCI Compliance
ACTIVE offers unlimited technical
support, 24x7x365 system critical
technical support, and a dedicated
account management team to help
with non-technical needs.
ACTIVE hosts and manages the IT
infrastructure in SSAE 16 compliant
and top level, tier IV data centers,
which means peace of mind and
lower costs for you.
ACTIVE maintains PCI Level 1
compliance, taking the responsibility
for risk and validation requirements
at the point card data is entered into
ACTIVE Net.
Payment Processing One-Stop Shop Predictable Processing Costs
ACTIVE Net includes credit card
processing for all transactions
ACTIVE provides the application,
hosting, and payment processing.
Includes all gateway, authorization,
Our rates do not change by the card
brand or type used (rewards/affinity
programs).
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regardless of brand, rewards, or
type used.
‘card-not-present’ and interchange
fees.
(b) Itemized listing of all project and module fees
Software as a Service Fees
As a fully-hosted technology, ACTIVE Net virtually eliminates the need for costly software and IT
infrastructure investments.
Staff Interface Technology Fees
Technology Base Fee 2.52%
Additional Fee for Credit Cards 3.00% (5.52% total)
Additional Fee for ECP 0.50% (3.02% total)
Staff Interface CASH / CHECK Transaction Example:
Class / Program Fee: $100.00
Standard Technology Fee: $2.52
Participant Pays: $100.00
Organization Nets: $97.48
ACTIVE Collects: $2.52
Staff Interface CREDIT CARD Transaction Example:
Class / Program Fee: $100.00
Standard Technology Fee: $2.52
Additional Credit Card Fee: $3.00
Participant Pays: $100.00
Organization Nets: $94.48
ACTIVE Collects: $5.52
Safe, Secure and Fully-Hosted
ACTIVE owns and maintains the entire databases and web server infrastructure hosting your ACTIVE
Net solution, meaning low-cost automation for your team. We provide our own merchant account
(so you don’t have to), securely process all online and offline transaction and safely store your data.
Staff-Interface Transactions (Walk-In, Phone-In, Mail-In)
Each offline transaction (those entered into ACTIVE Net by your staff) is assessed the technology
fee.
Public Interface Transactions (Self-Serve Online)
Each Online transaction (entered by your customers through the self-serve Public Access website)
is assessed an Online Processing Fee, which is made up of the technology fee and a credit card
processing fee. Depending on your community and your organization, there are three (3) ways your
customers handle the Online Technology Fee:
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1. Pass the processing fee on to the participant
2. Organization absorbs 100% of the processing fee
3. Organization splits processing fees with participant
Public Interface Transaction Fees
Online Processing Fee: 5.52%
Public Interface Transaction Example:
Class / Program Fee: $100.00
Online Processing Fee: $5.52
Participant Pays: $105.52
Organization Nets: $100.00
The ACTIVE Network Collects: $5.52
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Proposed Solution
Schedule
ACTIVE Net - Service Package
Standard 4
ACTIVE Net Service Package Standard 4
consists of the following Services:
• remote business process review
• remote functionality review & data
collection preparation
• remote data collection review
• remote data entry (system inventory and
policy controls)
• remote user testing
• remote train the trainer training
• remote Go Live preparation
• remote hardware configuration
The scope of Services is contained to the 4
functionalities listed below.
50% of total Service costs will be billed at
Service initiation, payable within 30 days of
the date of invoice.
50% of total Service costs will be billed at
Service completion, payable within 30 days
of the date of invoice.
$20,600.00
Included Functionalities
Customer Management
Communication – Emailing, Texting, etc.
Public Access (Online Registration)
Marketing/Email Tools
Reporting
Purchased Functionalities
1. Facility Reservation
2. Activity Registration
3. Equipment Lending
4. Memberships
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
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Technical Services Quantity Unit Price
Extended
Price
ACTIVE Net - Technical Services: Financial
Export
1 $1,400.00 $1,400.00
ACTIVE Net - ACH Remittance- Every 2
weeks
1 $0.00
ACTIVE Net - Technical Services: ACH
Remittance
1 $0.00
Services Total: $1,400.00
3rd Party Hardware Quantity Unit Price Extended
Price
ACTIVE Net - IPP320 Debit Pin Pad 1 $460.00 $460.00
Hardware Total: $460.00
SaaS Fee
ACTIVE Net - Public Interface Fee Set up - absorbed by client
ACTIVE Net - Staff Interface - Technology Fee 2.52%
ACTIVE Net - Public Interface - Online Transaction Fee 5.52%
ACTIVE Net - Staff Interface - Payment Processing Fee - Credit Card 3.00%
ACTIVE Net - Staff Interface - Payment Processing Fee - Electronic
Cheque/Check Processing 0.50%
ACTIVE Net - Support Standard Package
ACTIVE Net - (credit card refunds - flat fee) $0.10
Quote Summary
Total Services Costs $20,600.00
Technical Services $1,400.00
Maintenance Costs $0.00
Total Third-Party Hardware Costs $460.00
3rd Party Data Conversion (optional – not included in total pricing below)
ACTIVE requests further conversation regarding Data Conversion $11,200.00
Total $22,460.00
All fees described herein are in consideration of the Software and Services that ACTIVE provides. ACTIVE and Client acknowledge that
certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having
a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any end user.
The payment options we offer may include MasterCard, Visa, American Express and Discover.
If your order includes hardware, please note that all hardware orders have a 30-day return policy, and it is recommended that you inspect
your purchases upon delivery.
*Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.
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References
References (municipal agencies preferred) for similar services within the last three (3) years, which
shall include: (a) Client name (b) Project description (c) Project start date, and end date (d) Project
outcome
ACTIVE Net in Your Backyard: California Customers
There are over 180 LIVE installations of ACTIVE Net in California. The City of LaQuinta will benefit
from being a part of this large network of ACTIVE Net clients that shares best practices and lessons
learned.
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References
ACTIVE is proud to have successfully implemented ACTIVE Net ranging in size from larger cities
such as City of San Francisco to small towns of 2,000 people. We have included five ACTIVE client
references and are happy to provide additional, if needed.
Client Name: City of West Hollywood, CA
Project Manager: Clavon Jubrey
Telephone Number: 323.848.6535
Email Address: cjubrey@weho.org
Project Start and End Date: 05/12/12 – 08/12/12
Project Outcome:
Successfully trained, implemented and configured Facility
Reservation, Activity Registration, Membership Management,
Point of Sale/Equipment Lending, and Public Access Portal
Client Name: City of Manhattan Beach, CA
Project Manager: Stephanie Kou
Telephone Number: 310.802.5455
Email Address: skou@citymb.info
Project Start and End Date: Unknown
Project Outcome: Successfully trained, implemented and configured Activity
Registration, Facility Reservation, Membership Management
and our Day Care solutions.
Client Name: City of Santa Monica, CA
Project Manager: Steve Yeskulsky
Telephone Number: 310.458.8300 x452
Email Address: Steve.yeskulsky@smgov.net
Project Start and End Date: 02/25/13 – 08/16/13
Project Outcome: Successfully trained, implemented and configured Activity
Registration, Facility Reservation, Membership Management,
Point of Sale/Equipment Lending, and League Scheduler
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
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Client Name: City of Culver City, CA
Project Manager: Daniel Jassim
Telephone Number: 310.253.6672
Email Address: Daniel.Jassim@culvercity.org
Project Start and End Date: 10/31/11 – 08/01/12
Project Outcome: Successfully implemented, trained, and configured Facility
Reservation, Membership Management, Point of
Sale/Equipment Lending, Public Access Portal, Data
Conversation, and Financial General Ledger Export
Client Name: City of Rancho Cucamonga, CA
Project Manager: JoAnne Gwynn
Telephone Number: 909.477.2760 x2111
Email Address: Joann.gwynn@cityofrc.us
Project Start and End Date: 12/10/15 – 04/25/16
Project Outcome: Successfully implemented, trained, and configured Activity
Registration, Facility Reservation, League Scheduling,
Membership Management, and Point of Sale/Equipment
Lending
Contracts Disclosure
Disclosure of any alleged significant prior to or ongoing contract failures, any civil or criminal litigation
or investigation pending, which involves the proposer or in which the proposer has been judged
guilty or liable within the last five years. If there is nothing to disclose, Proposer must state as such
in writing.
ACTIVE is unable to comment on past and pending litigation and dispute matters. However, the
parties completing this response on behalf of ACTIVE are not presently aware of any matters we
believe would materially negatively affect our performance under the proposed contract /
questionnaire.
Warranty and Guarantee of Work Product
Description of Proposer’s warranty/guarantee of work product.
Given that ACTIVE Net is a fully hosted solution that does not involve physical software delivery, the
term “warranty” isn’t necessarily applied in a traditional method. ACTIVE does provide the following
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
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warranty language in our standard agreement for third-party products (peripherals) that are
purchased: ACTIVE warrants to Client that ACTIVE has the right to deliver the Third-Party Products
subject to any documentation accompanying such Third-Party Products at the time of delivery and/or
any licensing mechanisms, physical, electronic or otherwise, included in any Third Party Products
that are software.
Subcontractors
Subcontracting any portion(s) of the Scope of Services is not preferable; however, if a Proposer can
demonstrate to the City’s satisfaction that it is in the best interest of the project to permit a portion
of the service(s) to be subcontracted by Proposer, it may be considered. Provide details of the role
of any subcontractor that will be used.
No Subcontractors are used in the ACTIVE Net implementation.
Master Software Licenses
ACTIVE has reviewed the City’s Master Software License Agreement. Please see Appendix A:
Exceptions
Insurance
A statement that, if selected, Proposer will provide the minimum insurance coverage and
indemnification noted in “Exhibit E and F” of the City’s Master Software Agreement License Contract
Services Agreement (attachment 2).
Please see Appendix A: Exceptions
Non-Collusion Affidavit
NON-COLLUSION AFFIDAVIT executed by an official authorized to bind the firm (attachment 3).
Please see Appendix D: Non-Collusion Affidavit
Product Requirements
1. Activity Registration:
a. Software shall provide the ability to create activity class registrations and daily drop-ins.
This requirement can be met with the current functionality.
b. User friendly interface for customer generated online activity registrations (on-site kiosk or online).
This requirement can be met with the current functionality.
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c. Ability to calculate percentage-based instructor payments and provide printable reports.
This requirement can be met with the current functionality.
d. Ability to calculate full class refund and print receipts.
This requirement can be met with the current functionality.
e. Class fees set-up, dates, times, class descriptions, activation, de-activation capability
This requirement can be met with the current functionality.
f. Electronic waivers (in-house and on-line.)
This requirement can be met with the current functionality.
2. Facility Rental Management:
a. Software must have the ability to process facility and park rentals on-line and in-house
This requirement can be met with the current functionality.
b. Software shall provide notification when a facility or park has been reserved to on-line users and
in-house users and ability to add it to an outlook/software calendar for reference.
This requirement can be met with the current functionality.
c. On-line maps and calendar of facility or park locations and availability for reservations.
This requirement can be met with the current functionality.
d. Deposit refunds and receipts
This requirement can be met with the current functionality.
3. Membership Management
a. Software shall provide the ability to manage and facilitate membership sign-ups and renewals
This requirement can be met with the current functionality.
b. Software shall be compatible with Alpha Card printing Magicard Enduro 3E double sided ID printer
Model number: 3633-3021, custom pre-printed bar code cards and key tags or alternative solutions
if software is not compatible.
ACTIVE Net is not currently compatible with this Model. Please see Appendix C: Supported
Peripheral Hardware
c. Software should be compatible with interchangeable card scanners
ACTIVE Net is not currently compatible with interchangeable card scanners. Please see Appendix
C: Supported Peripheral Hardware
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4. Account Management:
a. Financial accounting/financial reporting
This requirement can be met with the current functionality.
b. Accurate daily reports
This requirement can be met with the current functionality.
c. Ability to tabulate accurate percentage instructor pay outs.
This requirement can be met with the current functionality.
d. Credit card merchant/Plug n Pay
ACTIVE Net does not support credit card merchant Plug n Pay. However, ACTIVE provides merchant
services to our customers which we would like the opportunity to discuss with the City.
e. Compatible with current finance software (Tyler)
This requirement can be met with the current functionality.
5. POS
a. Software must allow organization to accept credit card, check and cash transactions
This requirement can be met with the current functionality.
b. Process payment receipts, refunds, credits, cash drawers
This requirement can be met with the current functionality.
c. General admission ticketing
ACTIVE Net can sell general admissions through a POS item. ACTIVE would like the opportunity to
discuss this requirement in more detail.
d. Individual item sale set-up
This requirement can be met with the current functionality.
6. Miscellaneous
a. Social media applications
This requirement can be met with the current functionality.
b. Electronic waivers
This requirement can be met with the current functionality.
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APPENDICES
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Appendix A: Exceptions
Active Network, LLC (“Active” or “Proponent”) is in general agreement with the concepts contained
in the terms and conditions of the Request For Proposals Recreation Management Software for the
City of La Quinta (the “RFP”) and submits this proposal based on the understanding and condition
that the City of La Quinta (the “City” or “Client”) and Active will work together in a spirit of cooperation
to discuss, clarify, and agree upon the specific scope of services, deliverables, pricing, schedules,
responsibilities between the parties, assumptions, and contract terms (including legal terms and
conditions) applicable to the services described in this Response to the RFP prior to finalizing the
arrangement between the parties. Please note that Active requests that Active’s standard terms and
conditions, a sample copy of which is attached to this proposal, see Appendix B: Sample Standard
Terms and Conditions form the base of the arrangement.
The items identified below are representative of, but are not limited to, issues that Active would seek
to work with the City to better understand, clarify, include and/or modify in any resulting contract.
We are confident that through these discussions we can reach agreement on these issues in a timely
and efficient manner as we have done previously in similar contracts with other similarly situated
customers.
For further clarity, Active takes exception to the City’s Master Software License Agreement as
attached to the RFP in its entirety. Active offers a commercial off-the-shelf product and expects
negotiations to be based on Active’s attached terms and conditions based on the nuanced nature
of the offering. The proposed change will have no impact on the anticipated services.
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
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Appendix B: Sample Standard Terms and Conditions
Contract # ________________
Version: 01/30/18
PRODUCT AND SERVICES AGREEMENT
CLIENT INFORMATION
ORGANIZATION FULL LEGAL
NAME:
ADDRESS:
CONTACT NAME: TELEPHONE:
EMAIL:
OVERVIEW OF AGREEMENT
This Agreement consists of this cover page, the Schedule, the General Terms, and the following Product Attachments:
Recreation and Membership Management Product Attachment
NOTE: If Client is tax exempt, certificate must be provided along with signed contract.
In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby agree to be bound by this Agreement. By
signing below, Client acknowledges and confirms that it has read this Agreement.
CLIENT ACTIVE NETWORK, LLC
Signature: Signature:
Name: Name:
Title: Title:
Date:
Date:
Active Network, LLC
717 N Harwood Street, Suite 2500, Dallas, TX 75201
Telephone: (469) 291-0300
Contract # ________________
Version: 01/30/18 Page 1 of 5 General Terms
Products and Services General Terms
1. AGREEMENT STRUCTURE AND SCOPE.
1.1. General Terms and Incorporation of Product Terms. This Agreement establishes the general terms and conditions to which the parties have agreed to in
order to facilitate the licensing of Software and the provision of Products. Additional Product-specific terms and conditions are set forth in one or more documents
referenced in the applicable Schedule, each of which is incorporated herein (each, a “Product Attachment”). All references to the “General Terms” mean this
document, exclusive of Product Attachments and Schedules.
1.2. Incorporation of Schedules. The parties may enter into new Schedules from time to time. Each Schedule incorporates the terms of these General Terms and
the applicable Product Attachment.
1.3. Incorporation of EULAs. Client’s use of any Third Party Products hereunder may be subject to, and Client will comply with, this Agreement and any applicable
Third Party EULA(s).
1.4. Affiliates. Client’s Affiliates may order Products from Active (or one of Active’s Affiliates) by entering into a Schedule. In the event that a Client Affiliate enters
into a Schedule with Active (or an Affiliate of Active), reference in this Agreement to “Client” and “Active” will mean the respective entity that accepts (as described in
the Preamble) the applicable Schedule. Each such Schedule will be deemed to be a separate agreement.
2. FINANCIAL TERMS.
2.1. Fees; Payment Terms; Currency. Fees, currency, and payment terms are specified in the applicable Schedule. Unless otherwise specified in the Schedule,
all amounts owed by Client that are not directly collected by Active are due from Client within 30 days from either (a) the end of the remittance cycle during which the
fees accrued (if related to registrations or transaction processing), or (b) the date of the applicable invoice. Past due fees will accrue interest at the lesser of the
annual rate of 10% per annum or the maximum amount permitted by applicable law. In the event of any non-payment or delay in paying a fee, Client agrees to
reimburse Active for any fees and expenses incurred in its collection efforts. Payment of fees is under no circumstances subject to or conditioned upon the delivery
of future Products or functionality. Except as otherwise provided in a Schedule, Active may modify the fees once per calendar year upon 30 days’ notice, provided
that any such increase will not exceed 12.5% over the then-current fees.
2.2. Taxes. The prices in this Agreement do not include Taxes. Client is responsible for and agrees to pay any and all Taxes. If Client is tax-exempt, Client will
send Active a copy of its valid tax-exempt certificate (or, as applicable, its reseller’s certificate) prior to execution of any Schedule. Client is solely responsible for
determining which, if any, Taxes apply to Client’s use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the
applicable governmental authorities, even if Active provides Client with tools that assist Client in doing so. In the event that a governmental authority requires Active
to pay any Taxes attributable to Client’s use of the Products, Client agrees to defend, indemnify, and hold Active harmless from all such Taxes and all costs and
expenses related thereto.
3. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION.
3.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Active and its licensors. Client acknowledges that: (a) all Protected
Materials are licensed and not sold; (b) Client acquires only the right to use the Products in accordance with this Agreement, and Active and/or its licensors will retain
sole and exclusive ownership of and all rights, title, and interests in the Products, including the following: (i) all Intellectual Property embodied or associated with the
Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the
source and object codes, logic, and structure, contain and constitute valuable trade secrets of Active and its licensors.
3.2. Restrictions. Unless otherwise set forth in a EULA, Product Attachment, or Schedule, Client will not itself, or through any Affiliate, employee, consultant,
contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicense, in whole or in part, the Protected Materials; (b) decipher,
decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithms, tags, specifications,
architecture, structure, or other elements of the Products in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make
available the Protected Materials to any user other than those who are licensed to have such access; (d) write or develop any derivative works based upon the
Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereof; (f) use the Protected Materials to provide processing
services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Active’s prior written consent, (i) performance or
capacity statistics, or the results of any benchmark test performed on the Products, or (ii) the terms (but not the existence) of this Agreement or other valuable trade
secrets of Active or its licensors; (h) without Active’s prior written consent, perform or disclose or cause to be performed or disclosed any information related to any
security penetration or similar tests; (i) disclose or otherwise use or copy the Protected Materials except as expressly permitted herein; (j) remove from any Products
identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices’ functionality or features; (k) contest or do or aid others in
contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Active in and to any Products; (l) use the
Products for other than authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat
the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restrictions; or
(n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes.
3.3. Enforcement. Client will (a) ensure that all users of Products comply with the terms and conditions of this Agreement; (b) promptly notify Active of any actual
or suspected violation thereof; and (c) cooperate with Active with respect to any investigation and enforcement of this Agreement.
3.4. Intellectual Property Indemnification. Active agrees to defend, settle, and pay damages (including reasonable attorneys’ fees) relating to any third party
claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) (“Claims”) against Client to the extent that such Claim is based upon Active’s
proprietary Products (excluding Third Party Products) directly infringing a United States patent, registered United States copyright, or registered United States
trademark, provided that the Products are used in compliance with this Agreement.
Contract # ________________
Version: 01/30/18 Page 2 of 5 General Terms
4. DISCLAIMERS AND LIMITATION OF LIABILITY.
4.1 EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE
PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT
ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a)
WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS
WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH
ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-
INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND
(f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN
CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST
DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES,
WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION ONLY APPLIES
WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR
RELATED TO THIS AGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC
PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH
THE FIRST CAUSE OF ACTION AROSE, OR (II) IF NO SUCH PAYMENTS HAVE BEEN MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S.
DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY’S CURRENCY), AS APPLICABLE. NOTWITHSTANDING THE
ABOVE, IF YOU RESIDE OUTSIDE OF THE U.S., THIS DOES NOT AFFECT ACTIVE’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS
NEGLIGENCE, NOR FOR FRAUDULENT MISREPRESENTATION, MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, OR ANY OTHER LIABILITY
WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4.2 TO THE EXTENT THIS AGREEMENT IS GOVERNED BY ENGLISH LAW, THE FOLLOWING APPLIES: ACTIVE IS LIABLE UNDER APPLICABLE
STATUTORY PROVISIONS FOR INTENT AND GROSS NEGLIGENCE. THE SAME APPLIES TO ASSUMPTIONS OF GUARANTEES, STRICT LIABILITY, OR
INJURY TO LIFE, LIMB, OR HEALTH. ACTIVE IS LIABLE FOR ANY NEGLIGENT BREACHES OF ESSENTIAL CONTRACTUAL OBLIGATIONS BY ACTIVE BUT
THE AMOUNT SHALL BE LIMITED TO THE TYPICALLY OCCURRING FORESEEABLE DAMAGE. ANY ADDITIONAL LIABILITY OF ACTIVE IS EXCLUDED.
4.3 TO THE EXTENT THIS AGREEMENT IS GOVERNED BY AUSTRALIAN LAW, THE FOLLOWING APPLIES: EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT AND EXCEPT FOR ANY CONDITION OR WARRANTY THE EXCLUSION OF WHICH COULD BE VOID OR OTHERWISE CONTRAVENE THE
TRADE PRACTICES ACT 1974 (CTH) OR ANY OTHER APPLICABLE LAW (“NON EXCLUDABLE CONDITION”), ALL SOFTWARE AND SERVICES OF ACTIVE
ARE PROVIDED TO YOU ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY NON-EXCLUDABLE CONDITION OR
OTHERWISE AS CONTAINED IN THIS AGREEMENT, ACTIVE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF ITS SOFTWARE OR SERVICES
WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SPECIFICATIONS WILL MEET YOUR REQUIREMENTS. WHERE LEGISLATION IMPLIES INTO
THIS AGREEMENT ANY NON-EXCLUDABLE CONDITION, ACTIVE’S LIABILITY FOR ANY BREACH OF SUCH NON-EXCLUDABLE CONDITION WILL BE
LIMITED AT ACTIVE’S SOLE DISCRETION TO ONE OR MORE OF THE FOLLOWING: (1) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE
FOLLOWING: (I) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT
OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS
REPAIRED; (2) IN THE CASE OF SERVICES: (I) THE SUPPLYING OF THE SERVICES AGAIN; OR (II) THE PAYMENT OF THE COST OF HAVING THE
SERVICES SUPPLIED AGAIN. (B) ACTIVE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR PUNITIVE DAMAGES
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFIT, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, ANTICIPATED SAVINGS OR
COMPUTER FAILURE WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ACTIVE OR ANY OTHER PERSON HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH LOSS OUGHT REASONABLY TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AT THE
AGREEMENT DATE. DESPITE ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS
ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU AS CONSIDERATION FOR THE
SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE
OF ACTION AROSE.
4.4 FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT, REFERENCE TO ACTIVE
WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS.
5. TERM AND TERMINATION.
5.1. Term. The term of this Agreement will be set forth in the applicable Product Attachment.
5.2. Termination. Either party may terminate this Agreement, including any or all Product Attachments and Schedules executed hereunder, immediately upon
written notice: (a) in the event that the other party commits a non-remediable material breach of this Agreement and/or the applicable Product Attachment or
Schedule, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of
being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a 10 day cure period; or (b) in the event of institution of
bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States
Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or
discharged within 30 days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any
involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States
Bankruptcy Code. Where a party has the right to terminate this Agreement, such party may at its discretion either terminate the entire Agreement or the applicable
Product Attachment or Schedule; provided however, that termination of a Product Attachment will automatically terminate all Schedules entered into pursuant to such
Product Attachment. Product Attachments and Schedules that are not terminated will continue in full force and effect under the terms of these General Terms.
Contract # ________________
Version: 01/30/18 Page 3 of 5 General Terms
Following termination of this Agreement or a Product Attachment (for whatever reason), if requested by Active, Client will certify that it has returned or destroyed all
copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. Termination for any reason will not excuse Client’s
obligation to pay in full any and all amounts due, nor will termination by Active result in a refund of fees paid.
6. GENERAL PROVISIONS.
6.1. U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2)
of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Active Network, LLC or one of its Affiliates or
subsidiaries.
6.2. Suspension. Active will be entitled to suspend any or all Services or deactivate Client’s account, including suspending its performance and obligation to remit
payments hereunder, upon 10 days’ written notice to Client in the event Active reasonably believes that Client is in breach of this Agreement.
6.3. Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or
failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond
the reasonable control and without any negligence on the part of the party seeking protection under this subsection, including internet service provider or third party
payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are
scheduled to be met will be extended for a time equal to the time lost due to the delay so caused.
6.4. Assignment. Active may assign this Agreement and any or all of its rights and obligations herein without Client’s approval. Except as provided in an
applicable Product Attachment, Client may not assign or transfer this Agreement without the prior written consent of Active.
6.5. Export; Anti-Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or
other purposes under Export Laws. Client may not export, re-export, transfer, or re-transfer or assist or facilitate in any manner the export, re-export, transfer, or re-
transfer of or provide access to any portion of the Products in violation of Export Laws, as determined by the laws under which Client operates, including: (a) to any
country on Canada’s Area Control List; (b) to any country subject to U.N. Security Council embargo or action; (c) contrary to Canada’s Export Control List Item 5505;
(d) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items,
including, to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List; the Bureau of
Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. Client hereby represents and covenants that: (i)
Client is eligible to access the Products under Export laws and all other applicable laws; and (ii) Client will import, export, re-export, transfer, or re-transfer the
Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, Client hereby
represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act
of 1977, as amended, the U.K. Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not and will not make
or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this
Agreement in a manner that would violate these laws and rules or any other applicable anti-corruption or anti-bribery laws or regulations.
6.6. Notices. Any notices required to be given under this Agreement will be in writing sent to the address on file with Active for Client or, in the case of Active, to the
address set forth in Section 7 of these General Terms to the attention of Legal Department. Notices will be deemed received the next day if sent via overnight mail or
courier with confirmation of receipt, or 3 days after deposited in the mail sent certified or registered.
6.7. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party
may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.
6.8. Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason
whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any provisions containing any such
unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the
unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the
unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly.
6.9. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 1, 2, 3.2, 4, 5.2, 6, and 7 of these
General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof.
6.10. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party against
which it is sought to be enforced.
6.11. Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or
contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other
communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. No modification to this Agreement
will be binding unless it is in writing and includes a signature by an authorized representative of each party. All pre-printed terms of any Client purchase order,
business processing document, or on-line terms will have no effect. There have been no material representations or statements by any person or party to this
Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein.
6.12. No Third Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or
benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. Notwithstanding the above, the parties
acknowledge that all rights and benefits afforded to Active under this Agreement will apply equally to its licensors and suppliers, and the owner of the Third Party
Products with respect to the Third Party Products, and such third parties are intended third party beneficiaries of this Agreement, with respect to the Third Party
Products as applicable.
Contract # ________________
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6.13 Governing Law and Venue. Except as set forth below, this Agreement will be governed by the laws of the State of Texas, without giving effect to the conflict
of law provisions thereof. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or federal
court in Dallas County, Texas. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information
Transactions Act will apply to this Agreement. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Notwithstanding the above, for purposes of this Agreement, certain of the terms and
conditions will vary depending on the location of the Client. If a country or term is not specified below, then the Governing Law and Venue set forth above shall apply.
If your principal place of business is in: The governing law is: The courts having exclusive jurisdiction are:
Canada Province of British Columbia Province of British Columbia
United Kingdom, Ireland, Germany, France, or
Austria
England England
Singapore Singapore Singapore
New Zealand England England
Hong Kong Hong Kong Hong Kong
Australia New South Wales Sydney, New South Wales
Switzerland England England
Denmark England England
Netherlands England England
Spain England England
Sweden England England
6.14 Order of Precedence. To the extent any terms and conditions of these General Terms conflict with the terms and conditions of any Product Attachment, the
provisions of the Product Attachment will control. To the extent any provision of these General Terms or any Product Attachment conflict with the provisions of a
Third Party EULA, the Third Party EULA will control. In the event of a conflict between a Schedule and these General Terms or the applicable Product Attachment,
the General Terms or the applicable Product Attachment (as applicable) will control, provided, however, that such standard variable terms such as price, quantity,
license scope, payment terms, shipping instructions, and the like will be specified on each Schedule.
6.15 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and
pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The word
“including” in this Agreement means “including, without limitation.” All references to days means calendar days. This Agreement will not be construed in favor of or
against a party based on the author of the document.
6.16 Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterparts, each of
which will constitute an enforceable original of this Agreement, and the parties agree that electronic or digital signatures, as well as pdf scanned copies of signatures,
will be as effective and binding as original signatures.
6.17 Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies
that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of
a breach or threatened breach of the intellectual property obligations in this Agreement, Active, in addition to any and all other rights (at law or in equity) which may
be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach, without the requirement
of posting a bond.
7. DEFINITIONS.
“Active” means Active Network, LLC, with a principal place of business at 717 N. Harwood St., Suite 2500, Dallas, TX, 75201, together with its Affiliates, or, if your
principal place of business is in Canada, Active Network Ltd., with a principal place of business at 2925 Virtual Way, Unit 310, Vancouver BC V5M 4X5.
“Affiliates” of a designated corporation, company, partnership, or other entity means all entities which control, are controlled by, or are under common control with
the named entity, whether directly or through one or more intermediaries. For purposes of this definition “controlled” and “control” mean ownership of more than 50%
of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.
“Agreement” means these General Terms, together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble).
“Client” means the individual who accepts this Agreement (as described in the Preamble) and any business entity on behalf of which such individual accepts this
Agreement.
“Desktop Software” means each Active-developed and/or Active-owned software product in machine readable object code (not source code) that is installed on
desktop(s) or server(s) controlled by Client, the Documentation for such product, and any Updates and Upgrades thereto.
“Documentation” means the user instructions, release notes, manuals, or on-line help files in the form generally made available by Active, regarding the use of the
applicable Software or Services, as updated by Active from time to time.
“Effective Date” means the date that Client accepts this Agreement (as described in the Preamble).
“Export Laws” means export control laws and regulations of the countries and/or territories in which Active operates or in which the Products are used, accessed, or
from which the Products are provided.
“Hardware” means computer hardware, equipment, and/or utilities supplied by Active pursuant to a Schedule.
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“Intellectual Property” means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdiction in the world, now or
hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, patent rights (including patent applications, divisions, and
disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of source (and the
goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know-how, tools, utilities, techniques, protocols, various
concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization
of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of
operation of systems, training methodology and materials, which Active has created, acquired, or otherwise has rights in, and may, in connection with the Products or
the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative
works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing.
“Maintenance Services” means the provision of Updates and Upgrades related to the Software all as more particularly set out in the applicable Product Attachment
and/or Schedule.
“Preamble” means the first paragraph of these General Terms.
“Products” means, collectively, SaaS, Desktop Software, Services, Hardware, and all other services, products, or materials provided by Active to Client under the
terms of this Agreement.
“Professional Services” means the implementation, site planning, configuration, integration, and deployment of the Software or SaaS, training, project management,
and other consulting services.
“Protected Materials” means Products, except for Hardware.
“SaaS” means (a) the software as a service which is hosted by Active or its hosting providers and which is accessed by Client and its users via the internet; (b)
Active’s web sites; and (c) associated services, as more fully described in the applicable Product Attachment. SaaS functionality is subject to change from time to
time at Active’s sole discretion.
“Services” means, collectively, (a) Professional Services; (b) Maintenance Services; (c) Support Services; and (d) any other services set forth in a Schedule.
“Schedule” means the document, schedule, quote, pricing form, web page, order form, or similar document and the terms and conditions contained therein
“accepted” (as described in the Preamble) by the parties that describes order-specific information, such as a description of Products ordered, features, options,
license details, and fees.
“Software” means the SaaS and the Desktop Software, collectively.
“Support Services” means the provision of technical assistance for Software or Hardware as further described in an applicable Product Attachment and/or Schedule.
“Taxes” means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges,
import charges, and other taxes or assessments (however designated) imposed by any foreign, federal, provincial, state, or local governmental authority upon or
applicable to Products arising out of this Agreement, other than those based on Active’s net income.
“Third Party EULA” means the end user license agreement, if any, that accompanies the Third Party Products, which governs the use of or access by Client to the
applicable Third Party Products.
“Third Party Products” means those hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties,
together with all user manuals and other documents accompanying the delivery of the Third Party Products.
“Updates” means bug fixes, patches, error corrections, minor releases, or modifications or revisions that enhance existing performance of the Software that are
provided as part of Maintenance Services. Updates exclude Upgrades.
“Upgrades” means a new Software release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in
the release number to the left of the decimal point (by way of example only, release 5.0 designates an Upgrade from release 4.x). Upgrades exclude new products,
modules or functionality for which Active generally charges a separate fee.
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Recreation and Membership Management Product Attachment
This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to and incorporates by reference the
provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any
capitalized terms not defined herein have the meaning ascribed to them in the General Terms.
1. SERVICES. Active will provide Services related to events, camps, licenses, classes, tickets, contests, permits, facility/equipment use, transactions, sales,
memberships, reservations, donations, and/or activities (together, “Events”), including without limitation access to its SaaS. Client agrees to cooperate with Active
and to provide Active with certain information relating to Client’s organization as necessary for Active to provide the Services and SaaS. SaaS provided hereunder
are deemed delivered when access is made available to Client.
2. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION.
2.1. Active hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Product Attachment (a) to use the
SaaS for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Event(s) solely in accordance with the Agreement
and the Schedule, which for purposes hereof will include the support and maintenance handbook applicable to the Products, as may be updated from time to time,
such handbook being available for review in the Client portal, and (b) to display, reproduce, distribute, and transmit in digital form Active’s name and logo solely for
the purposes set forth in this Section 2. Client hereby grants to Active a limited license to use information provided by Client relating to Client’s organization and
Event, which may include content regarding the Event, Client’s organization’s name, trademarks, service marks, and logo, in connection with the promotion of Client’s
organization or Events and the Services that Active provides.
2.2. Client will make reasonable efforts to promote and encourage the use and availability of the SaaS in connection with the promotion of Events. During the term
of this Product Attachment, Active will be the sole and exclusive provider of registration software and other services similar to the Software and Services provided to
Client hereunder for all of Client’s Events for which registration begins during the term of this Product Attachment until the Event occurs. Client expressly understands
and agrees that the exclusivity set forth in this Section 2.2 is consideration in exchange for the pricing and other benefits being provided to Client hereunder.
2.3. Active may present commerce offers to users who register for, sign up, or otherwise use the SaaS in connection with the Events (“End Users”). Any such End
Users may opt in to receive information, items, or promotions/deals from Active or third parties, in which case, Active or such third party will be responsible for
fulfillment and providing customer service for any such offers. Client will not present any competing offers to End Users.
2.4. Client will: (a) not use the SaaS to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses,
including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or
other code, files, or programs designed to disrupt or interfere with the functioning of the SaaS; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably
be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private
information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information
which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and SaaS except
for the express purpose of using the SaaS for their intended use; (c) not engage in any activity that interferes with or disrupts the SaaS; (d) not use the SaaS in
violation of the CAN-SPAM Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other
electronic communications.
3. INFORMATION COLLECTION.
3.1. Active collects certain information from End Users (collectively, “Participant Information”). Client may login to Active’s data management system to access the
Participant Information. Client is responsible for the security of its login information and for the use or misuse of such information. Client will immediately disable a
user’s access who is using the SaaS on its behalf or notify Active in writing if any such user is no longer authorized or is using such information without Client’s
consent. Active may rely, without independent verification, on such notice, and Client, inclusive of Client’s parent, subsidiaries, and affiliated entities, as applicable,
and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives covenant not to sue and agree
to defend, indemnify, and hold harmless Active from any claims arising from Active providing, denying, suspending, or modifying access to or use of the SaaS and
Services of any individual as directed by Client or by someone who Active reasonably, under the circumstances, believes is authorized to act on behalf of Client. In
the event of any dispute between two or more parties as to account ownership, Client agrees that Active will be the sole arbiter of such dispute in its sole discretion
and that Active’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties. Client agrees not to
use the Software or Services to collect or elicit (a) any special categories of data (as defined in the European Union Data Protection Directive, as may be amended
from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade-union membership, as well as
personal data concerning health or sexual life or criminal convictions other than as expressly directed by Active, and in such event, only in pre-defined fields within
the Software that are intended for that purpose; or (b) credit card information other than in pre-defined fields within the Software that are intended for that purpose.
3.2. Both parties agree to use the collected information in compliance with (a) all applicable laws, rules and regulations, including, without limitation, those governing
privacy and personal information (e.g., by including an appropriate CAN-SPAM Act and Canadian Anti-Spam Legislation opt out mechanism in email
communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card
network rules and Payment Card Industry Data Security Standards; and (c) Active’s privacy policy, as published on its website or otherwise provided by Active from
time to time.
4. FEES.
4.1. Client will pay the fees as more fully described in the applicable Schedule. Unless otherwise set forth in the applicable Schedule, Active will charge registration
fees to individuals who register for the Events or purchase goods or services online, and will process and collect such fees as a merchant of record according to the
card networks. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the total fees collected,
net of Active’s service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be set forth in the
Schedule.
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4.2. Active may suspend its performance hereunder, including remitting payments, or terminate the Agreement or this Product Attachment in the event it reasonably
believes that Client’s use of the Services or SaaS is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a
dispute as to the legal authority of a Client-associated party to perform hereunder. If Active reasonably believes that a transaction may be fraudulent or otherwise
contrary to law, Active may issue an invoice or offset an equivalent amount from Client’s account or any payment Active owes to Client and return the value to the
End User (as set forth below) and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset
provided that it is lawful to do so.
4.3. If the Schedule indicates that Client is paying on a subscription basis, Client will be invoiced for the first year of subscription fees upon the date of the first live
operational use of the SaaS for the Event(s) (“Go-Live Date”), with subsequent annual subscription fees being invoiced upon each anniversary of the Go-Live Date.
4.4. If (a) there are any overdue amounts owed by Client; or (b) there are returned charges or items, including those resulting from any error or complaint related to
an Event, Active has the right to charge fees owed to Active by Client by issuing an invoice, or by offsetting the deficiency from any account balance Client maintains
with Active or any payment Active owes Client.
4.5. All fees described in the applicable Schedule are in consideration of the SaaS and Services that Active provides. Active and Client acknowledge that certain
credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit
card vs. debit card), and therefore, each agrees not to impose such a surcharge on any end user.
4.6. In the event Client is entering into this Product Attachment and using the Services and/or SaaS for the benefit of a third-party Event or organization (“Third
Party Recipient”), Client agrees that Active can remit amounts directly to the Third Party Recipient identified by Client. In addition, Client will cause each Third Party
Recipient to agree to and comply with provisions that are at least as protective of Active as Section 4 of the General Terms and Section 5 of this Product Attachment
in Client’s agreement with such Third Party Recipient. Should Client fail to obtain such agreement to such provisions and the failure results in costs or damages to
Active, Client agrees to defend, indemnify, and hold Active harmless from any such costs and damages, including, without limitation, reasonable attorneys’ fees. In
addition, Client is responsible and liable for each Third Party Recipient’s compliance with the terms and conditions of the Agreement.
4.7. It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund policies are consistent with the Agreement. Client
agrees that all fees for a given Event are earned by Client only following either the conclusion or delivery of the applicable Event (as applicable) and all amounts
ultimately due to Client will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deductions whether due to customer complaints,
allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to Client with respect to any Event that is cancelled. If
payments have already been made by Active to Client for a cancelled Event or if Active reasonably determines that it is prudent or otherwise necessary to pay a
refund to or honor a chargeback request from an End User, Active may issue an invoice or offset an equivalent amount from Client’s account or payment owed by
Active to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the
reason for such offset provided that it is lawful to do so.
4.8. When Active is acting as the merchant of record and Client elects to include an additional fee in the End Users’ cart that is identified as a “sales tax” or similar
designation, then, no more frequently than once per calendar year during the term of the Agreement, Active may, upon at least 5 business days’ prior written notice,
(i) require Client to send to Active Client’s books and records related to its sales tax payments, and/or (ii) visit Client’s premises during Client’s normal business hours
to review Client’s sales tax payments.
5. INDEMNIFICATION. Client will defend, indemnify, and hold Active harmless from and against any third party claim, demand, cause of action or proceedings
(whether threatened, asserted, or filed) (“Claims”) against Active to the extent that such Claim is (a) based upon (i) injury or death to a person or damage to property
resulting from the participation in an Event operated by Client in connection with the Services and/or SaaS; (ii) Client’s provision to Active of materials, products, or
services as part of Client’s obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are
used by Active in accordance with the Agreement; (iii) use or unauthorized disclosure of Participant Information by Client or other third parties to whom access is
given to Participant Information as provided hereunder; (iv) Client’s use of the Services and/or SaaS in violation of Section 2.4 of this Product Attachment; (v) any
claims for refunds, reversals or chargeback requests from End Users; or (b) brought by a Third Party Recipient or brought in connection with Active’s payment to a
Third Party Recipient of any fees due hereunder in accordance with the Agreement.
6. TERM AND TERMINATION.
6.1. Unless otherwise set forth in the applicable Schedule, the initial term of this Product Attachment will be for 3 years from the Effective Date with automatic
renewals for 3 year terms thereafter (each, a “Renewal Term”), unless either party gives written notice to the other party to terminate this Product Attachment no less
than 12 months prior to the expiration of the then-current term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule
for additional Services and/or SaaS that are related to or interoperable with Services or SaaS set forth in a previously entered into Schedule, the term of such
subsequent Schedule will be concurrent and coterminous with the term of the previously entered into Schedule.
6.2. If Client has entered into a sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank,
Active may terminate this Product Attachment and the effected Schedule.
6.3. Notwithstanding the termination or expiration of this Product Attachment or the Agreement under any circumstance other than in the event of Active’s material,
uncured breach of the Agreement, the parties agree that Active will continue to be the exclusive provider of registration software and other services similar to the
Services and SaaS for all of Client’s Events for which registration begins during the term of this Product Attachment until the Event occurs.
7. ASSIGNMENT.
7.1. Client may not resell, assign, or transfer any of its rights or obligations hereunder except as expressly provided herein, and any attempt to resell, assign, or
transfer such rights or obligations without Active’s prior written approval will be null and void.
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7.2. Client will cause each Schedule hereunder to be assigned to (a) the purchaser of all or substantially all of Client’s assets or equity securities or (b) to any
successor by way of merger, consolidation, or other corporate reorganization of Client ((a) and (b) together, a “Change of Control”).
7.3. Client will provide written notice to Active of any proposed or completed Change of Control as soon as permissible and in any event within 5 days of the public
announcement or close of the transaction, whichever occurs first. Within the 30 day period following such notice, Active will have the right to immediately terminate
each applicable Schedule if Active determines, in its reasonable good faith discretion that the purchaser or assignee is a competitor of Active or a party with whom
Active does not want to do business. Client agrees to require that the purchaser or assignee (as outlined in this Section 7 agree, in writing, to be bound by the terms
and conditions of the Agreement and each applicable Schedule.
8. MISCELLANEOUS.
8.1. Sections 5, 6, and 8 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement.
8.2. The “Liquidated Damage Amount” equals the “Projected Contract Value” (to the extent such amount is specified in the applicable Schedule(s)), minus the
amount of revenue already paid to Active net of all refunds, credit card chargebacks, and all other deducted amounts. Client agrees that (a) it will pay Liquidated
Damages to Active if (i) Client breaches its exclusivity obligations under Section 2.2 of this Product Attachment; (ii) Active terminates a Schedule and/or the
Agreement in accordance with Section 5.2 of the General Terms; (iii) Client fails to cause an assignment as specified in Section 7 of this Product Attachment; and/or
(iv) Active terminates a Schedule and/or the Agreement pursuant to Section 7.3 of this Product Attachment; (b) all Liquidated Damage Amounts set forth in the
Agreement will automatically reset during each Renewal Term; (c) Active may offset any Liquidated Damages Amount set forth in the Agreement from any account
balance Client maintains with Active or any payment Active owes Client; (d) because of the difficulty in making a precise determination of actual damages incurred by
Active, the Liquidated Damage Amount will be assessed, not as a penalty, but as a reasonable approximation of costs incurred by Active and Active’s loss of
revenue; and (e) that in any suit or other action or proceeding involving the assessment or recovery of liquidated damages, the reasonableness of the Liquidated
Damage Amount will be presumed and the liquidated damages assessed will be in addition to every other remedy now or hereinafter enforceable at law, in equity, by
statute, or under the Agreement.
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
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Appendix C: Supported Peripheral Hardware
The following is a list of supported peripheral hardware that may be needed by your organization
when using the Membership and Point of Sale features of ACTIVE Net. You are welcome to purchase
hardware from other sources, however our Support team is only required to answer hardware-
related questions if the devices were purchased through ACTIVE.
The only piece of hardware that is required and must be purchased from ACTIVE is the Ingenico
IPP320 credit card processing terminal for staff-entered transactions. These devices are encoded
specifically for ACTIVE Net to encrypt and protect your customers’ information and credit card data.
PCI regulations require secure credit card entry devices to maintain the security of cardholder data
and PCI compliance.
*Unit prices are subject to change.
Credit Card Mechanisms
Ingenico IPP320 – Pin Pad
*EMV – Chip & Pin Credit Card Reader $460.00
Digital Signature Pad for Waivers
Electronic Signature Pad Color 5.7 in (Dual Serial /
HID USB Backlit) with Software
Tilt Stand
$597.50
$157.50
Membership Hardware
DataCard SD260 ID Card Printer
UltraCard PVC Cards, 30mil, 500 count
SD 260 – Green Color Ribbon YMCKT 500 cards
Datacard Alcohol Cleaning Card Kit 10/pack
$1,395.90
$46.20
$137.50
$8.80
Metrologic M9520 Barcode Scanner $174.90
Honeywell Orbital Scanner USB Pass Validation
(MK7120-71A38 – USB)
$321.10
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
Page | 41
Honeywell MK7580 Genesis Imager, 110V Stand
build-in, USB *for smartphone scanning
MK7580 Cable, USB, Black
$453.00
$25.00
Microsoft LifeCam HD-3000 $55.00
Microsoft LifeCam $93.50
Point of Sale Hardware
EPSON T-88V Thermal Receipt Printer
Thermal Receipt Paper
$354.20
$93.50
APG Series 4000 Cash Drawer
Connects via the Thermal Receipt Printer
Connects directly to the workstation
Under Counter Mounting Bracket
$189.20
$245.30
$38.50
City of LaQuinta, CA RFP - Recreation Software for the City of LaQuinta
Page | 42
Appendix D: Non-Conclusion Affidavit
Sheryl D. Hoskins
Chief Revenue & Product Officer
ACTIVE Network, LLC.
717 North Harwood Suite 2500 Dallas, TX 75201
Sheryl D. Hoskins
Chief Revenue & Product Officer ACTIVE Network, LLC.
DocuSign Envelope ID: 257124EA-20DE-49C1-A89A-A8230252C865