Laguna Niguel City Council
December 17, 2024

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Jonathon Harmon, Parks and Recreation Director
DATE: December 17, 2024
SUBJECT: Approval of Product and Services Agreement with ACTIVE Network

RECOMMENDATION
Staff recommends the City Council:

1. Approve the Product and Services Agreement with ACTIVE Network in the not-to- exceed amount of $121,563 to provide recreation management software for the Parks and Recreation Department from 2025 through 2029; and,

2. Authorize the City Manager to execute the Product and Services Agreement, and future amendments to the Agreement, subject to the City Attorney making non- substantive changes.

BACKGROUND
The Parks and Recreation Department offers the community a wide variety of recreation programs, services, events, and activities at various City facilities and park spaces. In 2023, this translated to over 86,000 participants.

To support the operations of the Parks and Recreation Department, the City utilizes recreation management software. This software manages the daily activities of the Department, including registration for classes, activities, and events, reservations of park amenities and facilities, point of sale transactions, membership access to facilities and programs, financial reporting, credit card processing, and acknowledgment of digital waivers.

In 2023, the Parks and Recreation Department and its software efficiently processed and managed approximately 500 contract classes, 9,300 program registrations, 5,800 facility bookings, and more than 44,000 transactions within the function of the software.

The Parks and Recreation Department has utilized recreation management software for many years, with the ACTIVENet software supporting this function since 2007. The City's current agreement with ACTIVE Network for the ACTIVENet software has not been comprehensively updated in several years, nor has a review of competitor software taken

place. Further, staff believe an agreement with an annual subscription fee and no transaction fees for patrons beyond credit card processing fees is an area of opportunity for the City, one that aligns with Strategic Plan Goal 2: Fiscal Sustainability.

ANALYSIS
In an effort to review competitor recreation management software and ensure that annual fees are competitive, the City issued a Request for Proposals (RFP) on August 15, 2024, to solicit interest from firms with recreation management software (Attachment A). The RFP process ensures the City is utilizing the recreation management software best suited to the needs of the City of Laguna Niguel and the Parks and Recreation Department.

The City received nine (9) proposals. The proposals were evaluated based on the following criteria: (1) Software Functionality; (2) Firm Qualifications and Experiences; (3) Implementation Plan; (4) Cost Proposal; and (5) Technical Support and Data Security. An 'RFP Evaluation Summary' can be found in Attachment B. After a comprehensive review of the proposals, three finalists (ACTIVENet, CivicRec, and RecTrac) were invited to participate in an interview and product demonstration process. Following the interviews and demonstrations, ACTIVENet was considered the best overall software to fit and meet the City's needs. The following table provides the final ranking of all software proposals.

Rank Software Year 1 Cost
ACTIVENet (Recommended) $22,000
2 CivicRec $41,690
RecTrac $16,377
4 Xplor $26,800
DaySmart $16,115
6 SmartRec $26,292
N/A Arux (non-responsive) n/a
N/A Univeras (non-responsive) n/a
N/A Kaisen Laboratories (non-responsive) n/a
Note: The year 1 cost figures included in the table do not include costs associated with hardware or peripherals, such as cash drawers, credit card readers, membership card printers and scanners. Implementation costs associated with software installation, staff training, and community education are elevated for all applications other than ACTIVENet, the City's current provider. Univeras and Kaisen Laboratories were deemed non-responsive as their proposals were received after the advertised deadline for proposals, and Arux was deemed non-responsive because their proposal did not meet all requirements set forth in the RFP.

ACTIVENet provides a simple, easy-to-use platform to help the City better connect with the community. The software simplifies facility scheduling and ensures flexibility from registration to payments all through a customer platform optimized for mobile use.

ACTIVE Network's fee was determined fair and reasonable, and the new fee will result in significant cost savings for the City. The new fee structure with ACTIVENet will eliminate all current transactional costs for patrons, with the exception of standard credit card processing fees.

ACTIVENet offers add-on services through its Captivate App, the Connect App, the ACTIVE Net HUB, a Business Process Assessment (BPA), and additional refresher training for the Parks and Recreation Department. These services are focused on optimizing the City's software and improving the City's service and connectivity with the community, resulting in greater efficiency and delivery of customer service.

Staff recommends that the City Council approve the Product and Services Agreement with ACTIVE Network, LLC (Attachment C) in the not-to-exceed amount of $121,563. The Agreement includes an initial five-year term with options to extend the term for up-to five additional one-year extensions.

ALTERNATIVES CONSIDERED

1. The City Council may direct staff to reject all proposals and repost the RFP for Recreation Management Software. Staff believes reposting the RFP will not result in a more cost-effective alternative software solution that better meets the City's needs.

2. The City Council may direct staff to select another responsive firm and software program from the proposals received. However, the other software applications all require additional expenses related to equipment, accessories and peripherals, and training for City staff to set up and operate a new software application.

FISCAL REVIEW
Adequate funding is available in the adopted FY 2024-2025 Operating budget for the first year of the Agreement. The base cost of the software is $121,563 for the initial five-year term of the Agreement. Additional funding will be requested for subsequent years as part of the FY 2025-2027 Budget process.

The revised fee structure included in the Agreement provides the ACTIVENet software at approximately half the cost of the current Agreement when comparing the City's average costs over the past two years. The revised fee structure represents annual savings to the City averaging $24,000, and collectively more than $120,000 for the initial five-year term of the Agreement.

Additional add-on services may be explored in future years to ensure the software is optimized to improve and expand the services available for the community.

LEGAL REVIEW
The City Attorney's Office has approved the Product and Services Agreement, and this staff report as to form.

CONCLUSION
Staff recommends City Council:

1. Approve the Product and Services Agreement with ACTIVE Network, LLC in the not-to-exceed amount of $121,563 to provide Recreation Management Software for the Parks and Recreation Department; and,

2. Authorize the City Manager to execute the Product and Services Agreement, and future amendments to the agreement, subject to the City Attorney making non- substantive changes.
feting later fore:

Scott C. Smith
City Manager City Attorney
Xaceacen
Jonathon Harmon Kaori Garcia
Parks and Recreation Director Acting Deputy Director, Parks and Recreation
Attachments:

A. RFP for Recreation Management Software
B. RFP Evaluation Summary
C. Product and Services Agreement with ACTIVE Network, LLC for Recreation Management Software
D. Payment Services Agreement with ACTIVE Network, LLC

ATTACHMENT A
RFP for Recreation Management Software and
ACTIVENet Proposal
ACTIVE
network.

City of Laguna Niguel
RFP: Recreation Management Software
ACTIVE Network, LLC
3400 N Central Expressway Suite300
Richardson, TX 75082
Due September 6, 2024
Docusign Envelope ID: BF2A5180-1060-4843-81AD-6A967995A832 ACTIVE 3400 N Central Expressway, Suite 300
Richardson, TX 75082
network. T (469) 294-7300
www.ACTIVEnetwork.com

TRANSMITTAL LETTER
September 3, 2024
Kevin O'Connor, Management Assistant
Laguna Niguel City Hall
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Re: RFP for Recreation Management Software
Dear Selection Committee:

On behalf of ACTIVE Network® (ACTIVE), I want to thank the City of Laguna Niguel for the opportunity to spond to the request for proposal Recreation Management Software (RMS). As the longtime registratic member mament software leader and partner for municipallties around the nation, we a pleased to present our best-in-class solution with a continued commitment to our long-standing partnershlp with the City of Laguna Niguel.

At ACTIVE, we are more than Just a technology provider. We are your dedicated partner committed to mpowering you with the tools to advance your cause, achleve business goals, deliver a high-qualit ustomer experience, and serve your community. With over 1,200 organizations leveraging ACTIVENe our commitment to delivering scalable and Innovative functionality is evident.

We have taken great care to consider the specific needs in the City's RFP and can confidently state that across all facets of your operations.

ACTIVENet Is more than just a Recreation Management Platform; It Is a comprehensive, fully Integrated solution deslaned to offer excellent end-to-end user experlence. Our modern, moblle-friendly, Intuitive online registration interface allows your customers to access programs anytime from any device. In addition, robust automation of workflows and configuration settings handle the varlous complexities assoclated with program or membership management. When pared with robust security, PCI-compliant payment processing, enhanced marketing, and comprehensive business Intelligence tools, ACTIVENet becomes your centrallzed source of Information with a 360 degree view of your business.

ACTIVE values our relationship with the City of Laguna Niguel, and we look forward to extending this productive partnership with the City well into the future. If you have questions or need more Information, contact your account manager Carlos Peixoto at carlos. peixoto @activenetwork.com or via phone at (469) - Signed by
Kevin Famer
Kevin Parmers
Vice-President of Sales
WHat's YouR ACTiVE?
City of Laguna Niguel RFP Recreation Management Software

TABLE OF CONTENTS
Transmittal Letter. 1
Executive Summary ... .. 3
Proposed Solution... ..5
Project Team and Company Profile... 14
Implementation Plan ..17
Support and Security 20
Cost Proposal ...24
Appendices 32
Financial Export Overview... 32
Hardware and Software Requirements. 37
List of Standard Reports .38
ACTIVENet SMART Checklist... 43
Terms and Conditions 59
RFP Exceptions 59
Insurance Exceptions 60
Attachments B, C, and D 62

City of Laguna Niguel RFP Recreation Management Software

EXECUTIVE SUMMARY
ACTIVENet is the world's most powerful facility, registration and membership software, making it easier to run your Parks and Recreation department. We offer a simple, easy-to-use platform to help you better connect with your community members, convert more visitors into participants, simplify scheduling and ensure flexibility from registration to payments all through a customer platform optimized for mobile use Our proposed fully hosted, cloud-based solution gives the City on-demand access to your organization's data from any computer with an internet connection. ACTIVENet supports an unlimited number of workstations, users, and concurrent users within the application. In reviewing the City's requirements, we included the following modules, highlighted in yellow, in this RFP proposal., ACTIVENet Core Functional Areas
Program and Activity Streamline programs, processes and participation in a single system with Registration a modern, customizable online registration experience.

Facility Registration Simplify scheduling with an easy online reservation or reservation request experience that includes an interactive, custom map and real-time Memberships Provide members convenient online access to purchase or renew memberships, increase engagement and give staff access to real-time reports for a 360-degree view of each member.

Point of Sale Process payments through an intuitive, customizable system that improves customer service, tracks inventory, delivers quick reporting and offers PCI Level 1 compliance.

Fundraising & Set goals, collect donations and monitor progress for multiple campaigns Donations from a customizable dashboard with automatic updates and convenient reports.

Instructor Payroll Empowers the organization to calculate, manage, and report on instructor payments as it pertains to time worked teaching activities or private lessons through the Staff interface. This functionality is not currently available for Daycare or Camps.

Child Care Delight parents with online registration options, calendars, flexible payment plans, auto pay and easy, secure member access to vital Private Lessons Oversee instructors, schedules, registrations, facilities and equipment with the flexibility and customization necessary for individualized programs.

Camps/Flex Reg Manage registration, configure pricing, build waitlists, communicate with participants, and run camp sessions, all with one flexible program.

Leagues Manage schedules, rosters, registration, and team communication with cloud-based access, and offer 24/7 visibility to standings, stats, and more 3 City of Laguna Niguel RFP Recreation Management Software Lockers Customize your locker room and generate additional revenue with an enhanced online experience including a graphical locker room interface.

APis ACTIVENet Gateway API Services will provide a faster way to expand functionality, integrate workflow across multiple systems, and simplify technical integration within your organization and partners.

Sandbox The City gets a sandbox for production and one for testing and training.

Additional sandbox is available as an optional module.

Communications & ACTIVENet's Communication tool allows you to build and maintain lists to Marketing target specific segments of your population according to an automated schedule for things like:
• Automate email nurturing campaigns
• Text notification to Coaches of facility closures
• Email marketing campaign to distribute coupon codes or information to members
Email/print "Thank you" cards for donations
• Milestone recognition via email, text, or print
• Recruit former participants based on past participation or interest lists
The Email/Text/Form Letter tool makes it easy to distribute messaging to your constituents because you only need to manage the distribution list once for all three channels. If you make use of ACTIVENet's ability to integrate with Google Analytics, you will have some excellent reporting to judge the relative success of your email campaigns (with Google Tab Manager).

Optional Modules
In addition to ACTIVENet's core functions mentioned above, ACTIVENet has developed the following to help enhance user friendliness and functionality.

ACTIVENet Connect App for Staff is used on a tablet and puts information at your fingertips. With Connect, your staff can manage waivers, check in and out for Camps, check participants into programs and more.

ACTIVENet Captivate App for Members allows your members to quickly sign in, view and sign up for classes, check into your facility and book private trainings/lessons. Your staff has the capability to send push notifications, create challenges and more for app users.

ACTIVENet Hub provides direct access to your critical data in ACTIVENet, allowing you to integrate with any business intelligence or reporting tools. This simple and intuitive database gives you the ability to create advanced analytics enabling new ways for your organization to use accurate and actionable data to help forecast and optimize business processes. ACTIVEHub provides easy access to your organizations' data. It replaces manual and complex data integrations using a simple cloud hosted solution with minimal technological expertise requirements. ACTIVEHub uses widely available technology (SQL Server) and removes barriers preventing you from visualizing your data. 4 City of Laguna Niguel RFP Recreation Management Software

PROPOSED SOLUTION
ACTIVE offers a complete enterprise recreation management platform that assists the City in not only meeting current needs, but also in growing with the system over time. ACTIVENet includes multiple modules. There is also additional functionality that includes:
• Mobile-friendly public access for online services
Customer management
• Enhanced marketing, and communication tools to help you connect with your customers • A robust subsidiary accounting ledger
Advanced reporting and Business Intelligence tools
• Staff-and customer facing mobile apps
• Gateway APIs that allow your ACTIVENet solution to communicate with other open business systems.

With ACTIVE, you are not only investing in technology but in a technology partner that is dedicated to helping you succeed and grow. We do not rely on 3rd party consultants. When you work with ACTIVE, you are
Working with our staff throughout the sales engagement
Served by multiple professionals throughout the implementation and post go-live Provided with Technical Support when you need it
Given access to our account management team as a primary point of contact to support our partnership going forward
We believe the City's goals for a solution and a technology partner align very closely with our own mission and strategic direction. Because of this and the value-add services we offer as a global company, we feel we are uniquely qualified to best support the City's current and future business needs for recreation management long term.

Since 2016, ACTIVE has been offering marketing agency services on behalf of our clients with incredible results of an average 741% return on ad spend (ROAS). With ACTIVE's marketing experts, we have designed an approach that benefits you by analyzing back-end data to define your target audience, developing and designing copy, optimizing distribution to drive registration with continual testing and robust reporting to understand campaign performance. These services consist of creating search and social campaigns that are strategically designed for each client.

The ACTIVE Digital Marketing Services team offers varying services and packages, including:

Digital Marketing Campaigns - We build and run your campaigns Analytics & Tagging - We help you to make sense of your data to increase your marketing return Integrating with Other Systems
ACTIVENet Gateway API Services streamline your community's user experience by facilitating seamless interconnectivity across your technology ecosystem. Put simply, it allows you to automatically connect your ACTIVENet data to the technology and software you use most. • Engage More Customers - Use ACTIVENet Data for personalized communications.

Automate Processes - Enable integrated workflows across multiple systems. • Expand Functionality - Simplifying technical integration to connect systems.

City of Laguna Niguel RFP Recreation Management Software Gain real-time business insights to make informed decisions - Reduce data entry errors.

GA
Preferred Partners
Financial & Accounting
Donation Management
Solutions
Software

TOUCAT STADIUM
ACTIVENET.

GATEWAY API -* GYMNASIUM

SERVICES
Facilities Management
Software
Digital Signage
& Displays
Websites Jusiness Intelligence
& Reporting Solution:

ACTIVENet Gateway AP! Services provides two different sets of Application Programming Interfaces (APs) to meet specific business requirements:

ACTIVENet System APls - provide access to configuration data in ACTIVENet in real time (example: open seats in an activity, prices, locations and so on). ACTIVENET System APls provide access to low level configuration data to provide more flexibility in deciding how to display / render the information. ACTIVENet System APs can simplify technical integration of ACTIVENet into a customer's ecosystem to provide more value.

ACTIVENet System APls are provided as a RESTful Web service. Representational state transfer (REST) is a method of providing interoperability between computer systems on the Internet.

ACTIVENet System APIs are based on open standards. You may use any web development language to access ACTIVENet System APls. ACTIVENet System APIs use the standard HTTP GET method and JSON for both request and response formats.

ACTIVENet Insights Data APIs - provide access to all of your reporting data and pre-calculated measures in the ACTIVENet Insights data warehouse (example: Percentage of online registration vs. front desk registrations).

ACTIVENet Gateway API Services will provide a faster way to expand functionality, integrate workflow across multiple systems, and simplify technical integration within your organization and partners. ACTIVE is committed to streamlining operations and leveraging best of breed partners to further automate core business functions. To date, we've integrated Team Sideline and PACT with ACTIVENet API's and are working closely with other vendors to complete more out-of-box integration.

City of Laguna Niguel RFP Recreation Management Software ACTIVENet also has the ability to integrate through a process of scheduled file exports. ACTIVENet has developed the following:
• Financial Export
• Refund Export
• Cash Receipts Export
Customer Table Export (often for marketing purposes)
• Facility Schedules Table Export (example: HVAC or digital signage) Lighting Exports (Specific to API-based integrations with Musco or Skylogix lighting systems) Attendance Export
• Brochure Export (InDesign or Quark Xpress) - for printing Activity info publishing ACTIVENet Apps
ACTIVE has developed apps designed to help your City interact and engage with each other in a user friendly and completely mobile environment.
• ACTIVENet Connect - The Connect App has all the features you and your staff need to stay connected everywhere community happens. Connect is used on a tablet for event or program check- in, waiver management, and more.

ACTIVENet Captivate - Captivate is ACTIVENet's app for your patrons. It is a white-labeled solution that can be customized with the district's own naming and branding and allows members to perform tasks such as registration or check in from their phone.

City of Laguna Niguel RFP Recreation Management Software ¡Pad 3 B:41AM 22% m
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Figure: This figure shows the check-in screen on a tablet using ACTIVENet's staff-side app, Connect.

City of Laguna Niguel RFP Recreation Management Software 9:41 all 9 - 9:41
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Rec center Open 6:00AM: 7:00PM
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Home Schedule Facilities Alerts Home Schedule Facllities Alerts Figure: ACTIVENet Captivate. The ACTIVENet Captivate App easily allows your members to perform tasks right from their phones. From the homepage, members can quickly sign in, view and sign up for classes, book private training/lessons.

Reporting
Accurate reporting and data-driven decisions are at the core of the ACTIVENet product. Access the intelligent data insights you need to make key departmental decisions with interactive and intuitive reports.

ACTIVENet enables any user to filter and configure reports extensively within the standard report set, as defined by user role. There are over 300 standard reports. Standard report formats include PDF, Excel, and HTML.

Multiple standard reports exist in the following categories:
• General Reports
Campaign Reports
Daily Close Reports
Childcare (Flexible Registration) Reports
Equipment Loan Reports
Facility Reservation Reports
Financial Reports
Inventory Reports
Population Reports

City of Laguna Niguel RFP Recreation Management Software Membership Reports
Registration Reports
Business Intelligence
The ACTIVENet Insights is a comprehensive Business Intelligence tool that allows users to:
customize their own view
analyze data within context
export raw data to multiple formats
intuitive drag and drop report designer
• create reports based predefined domains (data sets, for example • conduct analysis to understand trends
• schedule automated delivery of reports to email or ftp file locations.

ACTIVE is adding reports and domains/fields in every release to increase reporting scope and usability.

Additionally, all of the data in ACTIVENet Insights can be accessed via the Gateway APl services to populate external reporting systems. ACTIVENet enables any user to filter and configure reports extensively within the standard report set of over 300 standard reports. ACTIVENet Insights report formats include PDF, CSV, .HTML, and Excel.

Dashboards with Key Operating Metrics
ACTIVEHub is an optional application that allows you to integrate with any business intelligence or reporting tools. This simple and intuitive database gives you the ability to create advanced analytics enabling new ways for your organization to use accurate and actionable data to help forecast and optimize business processes. ACTIVEHub provides easy access to your organization's data. It replaces manual and complex data integrations using a simple cloud hosted solution with minimal technological expertise requirements. ACTIVEHub uses widely available technology (SQL Server) and removes barriers preventing you from visualizing your data.

ACTIVE Hub is the key to serving your community in the most effective and efficient way. The ability to access, visualize, and understand your data is what can set your organization apart. In the past, this has been complex, manual, and time-consuming process, requiring the highest level of expertise. With ACTIVE Hub, it's simple. ACTIVE Hub provides direct access to your critical data in ACTIVENet, allowing you to integrate with any business intelligence or reporting tools. This simple and intuitive database gives you the ability to create advanced analytics enabling new ways for your organization to use accurate and actionable data to help forecast and optimize business processes.

With ACTIVE Hub you can make better, data-driven business decisions without having to hire an outside organization. ACTIVE empowers you to access, visualize, and utilize your own data.

Key Features & Benefits:

Visual Intelligence. ACTIVE Hub empowers you to take your data analysis a step further. ACTIVE Hub removes barriers to your data through a hosted SQL Server database, enabling your organization to tell visually compelling stories through cross-domain reporting and customizable dashboard design when paired with a business intelligence tool.

Automation. With extensive robotics process automation, digital workflows, and data orchestration, ACTIVE Hub streamlines the process from data analysis to data visualization to data-driven decisions.

Advanced Analytics Model development, deployment, and robust integrations and optimizations are just the beginning. With ACTIVE Hub you have access to machine learning and predictive analytics. Data

City of Laguna Niguel RFP Recreation Management Software Services Data services include data acquisition, transformation, integration, modeling, cleansing and preparation. Simply put, the options are endless for what you can do with data in ACTIVE Hub.

Key Reports. Gain access to premade, value-adding reports and dashboards that integrate with your business intelligence tools:

Activity Enrollment: From simple reports like enrollment by site to more complex reporting including fill-rate by activity and year over year enrollment.

Membership: Easily view membership information like never before with heat maps, azure maps, and detailed demographic reports.

Facilities: Gain access to facility data including usage, revenue, and more to make the best decisions for your organization's facility strategy.

Easy-to-Navigate Online Interface
The expectations of your customers are getting higher and higher. The work that we have done on the CUl (Customer User Interface) is meant to ensure that your community members and participants will be delighted with the interface and workflows, and fewer customers will become frustrated.

Mobile Responsive - ACTIVENet's main online workflows are supported on any kind of device. Your customers are able to register for a class or book a facility simply and easily from a phone, a tablet or computer, meeting the expectation for today's customer.

WCAG 2.0 AA compliant - ACTIVENet's workflows meet the Web Content Accessibility Guidelines (https://www.w3.org/WAl/standards-guidelines/wcag/) to the 2.0 double A "AA" standard, which means that your members and customers with disabilities will be able to perceive, understand and operate the website even with adaptive devices. Paying attention to things like text spacing, contrast, captioning. eliminating flashing elements etc. are all part of creating a good experience for all of your customers.

Multi-Lingual options - with ACTIVENet's translation tables customers will be able to self-serve on the online site in English, French or Spanish - all without relying on inaccurate website translation services.

ACTIVE Network has translated the system generated text (shopping cart, error messages etc.), and provided a configurable table for all user-generated text. For example, if you input an Activity Category name, there is a field where you can also enter the French or Spanish equivalent:

City of Laguna Niguel RFP Recreation Management Software Esperal a incal Sean 1 Great una dieda
the English

FOR SOCIAL RESPONSABILITY
Françors
Actiidades Reserva Calendarios Alicicóns Deportes Donaciones Taujetas Regalo • Español
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Figure: (Customers can set their preferred language for system-generated emails.

PCI Compliant -Customers can safely store credit cards and banking info for scheduled payments and renewals because of ACTIVENet's PCI compliance and best practices. Active Network has gone to great lengths to be the industry-leader in security at every point of risk that our customers face.

We hold a Level 1 Payment Processor Certification, including mandatory PCI compliance audits, for all payment processing.

Level 1 certification involves undergoing rigorous third-party assessments and testing for over 200 controls. Our PCI compliance level covers everything from network security, to application security, to background screening of our employees.

Uptime Reliability - ACTIVENet is capable of hosting your site and traffic no matter the size or volume of your busiest registration periods. ACTIVENet can process more than 2,000 transactions per minute. A proprietary queuing system "Queue-It" ensures that a sudden or unexpected spike in online activity doesn't crash the site and that customers are queued up with their transactions for processing with onscreen indications to them of where they are in line.

Member Self-Service - Customers have a wide array of options for self-serve account maintenance through the online site. Among many options, some of the most important are:

Creating and managing information about themselves and family members • Printing or downloading a custom family calendar
• Producing tax receipts for the whole household
• Storing their credit card or bank details for electronic check payments • Updating which credit card or echeck is being used for memberships, childcare and payment plans • Being able to view all transaction history in one place • Pay off outstanding balances
• Produce Membership scan history
Mobile Accessibility - part of an effective online ecommerce strategy is that ACTIVENet has a mobile adaptive website AND a mobile app option for members. As ACTIVE is the app developer, we are able to provide single sign-on for the member (no extra login/password to remember), as well as validate what 12 City of Laguna Niguel RFP Recreation Management Software kind of membership they have and provide appropriate programming and price points to them in near real time. That means unlike other app providers there is no nightly export/import with a 12 hour delay for new members etc. or data syncing issues.

The following screens illustrate the User Interface of the ActiveNet solution.

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City of Laguna Niguel RFP Recreation Management Software

PROJECT TEAM AND COMPANY PROFILE
Founded in 1999, ACTIVE Network ® (ACTIVE), a Global Payments subsidiary, is a limited liability corporation (LLC), incorporated in the State of Delaware (US), headquartered in Plano, Texas, with offices throughout North America, Europe, Asia, and Australia. Our representatives are based throughout North America.

ACTIVE is a long-time industry leader in Recreation Management and our Professional Services delivery.

We have a competitive advantage through our people, processes and technology. ~20 years of experience successfully implementing technology projects for our recreation partners +10 years average tenure of management team
+3,000 projects completed annually
6 specialized disciplines ensure expertise and precision throughout the project lifecycle (Consultant, Data Analyst, Education Consultant, Project Manager, Project Coordinator, Manager) • Diverse knowledge of best practices across a variety of recreation-based businesses (Parks and Recreation, YMCA's, Universities, School Districts, Event Organizers, Swim Clubs, Sports Teams....). • Industry leading Learning Management System which trains and tests users' competency with the software.

Project Management software used in conjunction with implementations to effectively track and manage the schedule and deliverables.

Not only do we provide a near 100% guarantee on system availability, but we are the only company in the market with a tier 5 data center that ensures the highest level of security and protection of your data. Due to the volume of business we do and the critical importance of protecting our customers' information, we take compliance and security very seriously. Global Payments and ACTIVE continue to invest significant resources in this area so our customers can remain focused on servicing their citizens' recreation needs knowing they have a secure, reliable system and technology partner.

Our track record for delivering on our commitment is outstanding. In 2023 we were able to get 100% of our customers live with 97% on-time delivery and an overall customer satisfaction rating of 94%.

As a subsidiary to a fortune 500 company in Global Payments, we have also strengthened our commitment and financial stability to be able to ensure we will continue to increase our support to our customers long- term. Strong corporate leadership, a large customer base, dedicated technical support network, continued commitment to innovation, and best-in-class services have positioned us to continue to be the leader in this market. As a publicly trading company, all financial results are available online here:
https://investors.globalpaymentsinc.com/financials/quarterly-results/default.aspx.

ACTIVE also includes our own integrated merchant services through Global Payments, one of the largest financial technology companies in the world. By using our merchant services, not only will the City have a complete end-to-end solution for recreation management, the City will also have payment processing services embedded within the solution. As your merchant, ACTIVE helps to reduce the scope of the City's PCI responsibilities as well as handle credit card disputes on your behalf.

City of Laguna Niguel RFP Recreation Management Software Reliability
Our underlying architecture, hosting capabilities, performance and scalability, security, compliance, and the robust functionality are unmatched. Over ten years ago we committed to hosted SaaS solutions and have overcome many of the challenges others are still working through today.

In accordance with the Application Delivery Secure Software Development Life Cycle (SLC), clear segregation of duties are established for release managers, testers, and developers who work in the development, test, and production environments for effective management, viewing, changing, and migration of source code. In accordance with Active's Access Control Standard, access to information assets is permitted only with appropriate, documented request and approval and is based on role.

Approval is based on legitimate business need, with the minimum access required, and only for as long as needed for the business purpose. User access rights are reviewed at regular intervals and after any role change. When a user's role changes, access is reviewed for continued appropriateness and permissions no longer required are removed. Upon termination, logical and physical access is removed.

Development
ACTIVE uses agile/scrum principles, incorporating a combination of industry-best practices and ACTIVE best practices. This includes several phases within a sprint-based cycle including grooming, sprint planning, implementation and review before the hand off to QA. This is accomplished using tools for requirements management, defect management, continuous integration, and in-depth metric tracking for work completed, delivery quality, unit-test coverage, and adherence to coding standards.

Our standard software package includes an upgrade plan that keeps you up to date with the latest version of ACTIVENet. ACTIVE operates on 3-week sprint cycles; delivering new capabilities 17 times a year.

Customers are notified via email of release dates and times well in advance. Extensive documentation is provided along with optional training packages. New features and larger changes made to the system are released in an off state to provide customers sufficient time to learn and plan for the changes before turning them on.

Each upgrade is released to all ACTIVENet sites automatically in the middle of the night to minimize disruption. Customers are also provided a preview environment to try the changes before the production release. The release schedule for the year is posted on ACTIVENet Answers. If any dates are changed, an email notification is sent by the Support team.

ACTIVE uses change management for every software change to ensure compliance with client needs and to secure client approval. ACTIVE's change management process governs how changes, including new code releases, are pushed into the production environment. This is necessary because changes could affect project scope, budget, delivery schedule, and other relevant project management or lifecycle deliverables. Change requests may include requests for new features, changes to existing features, changes to requirements for features currently in design or development. The formal policy ensures that only authorized changes are made, and that they are made at the approved time and in the approved manner. As part of change control, a formal separation of duties is maintained, technical and business stakeholders must approve, and agreed downtime windows and post release testing is documented.

City of Laguna Niguel RFP Recreation Management Software References
Reference 1 Details
Company Name City of West Hollywood
Address 8300 Santa Monica Blvd., West Hollywood, CA, 90069 Contact Name Clavon Jubrey, Recreation Supervisor
Telephone (323) 848-6535
Email [email protected]
Details Implemented ActiveNet in 2012. Use facilities, point of sale, membership, and activity registration.

Reference 2 Details
Company Name City of Santa Fe Springs
Address 11740 East Telegraph Road, Santa Fe Springs, California 90670 Contact Name Gustavo Hernandez
Telephone 562-863-4896
Email [email protected]
Details Implemented ActiveNet in 2005. Use facilities, point of sale, membership, activity registration, API and Insights
Reference 3 Details
Company Name City of Brea
Address 1 Civic Center Circle, Brea, California 92821
Contact Name Nicole Andrews
Telephone 714-990-7174
Email [email protected]
Details Implemented ActiveNet in 2016. Use facilities, activity registration, point of sale, membership, FlexReg, league management and Connect.
16 City of Laguna Niguel RFP Recreation Management Software

IMPLEMENTATION PLAN
Our Professional Services methodology is built on the following principles:
• Understanding your business
• Developing and fostering positive relationships with all your project stakeholders • Configuring your system to drive operational efficiency • Empowering your system users to grow business
• Increasing your consumer participation through ease of access • Alleviating your implementation workload by leveraging ACTIVE resources to reduce meeting length and minimize efforts in data conversion and data entry
• Ensuring timely execution of your project tasks
Implementation Methodology
As an existing ACTIVENet customer, you will not need to go through an implementation process.

ACTIVE does, however, have a Professional Services team available to configure your system to drive operational efficiency during a typical installation. The following diagram illustrates the phases for an implementation schedule for a new customer who is going to install ACTIVENet. Business needs would dictate the configuration of a desired GIS component.

Planning Implementation Deployment Conversion Go-Live
End Us
35335E Review Training
Integration
User Testing Profect Team
Needs Analysis Configuration
Training

City of Laguna Niguel RFP Recreation Management Software Professional Services Team
Our dedicated ACTIVENet Professional Services team consists of approximately 40 staff members.

Biographies of key members of the Professional Services team are listed below.

Role Background
Director, Professional Name: Asher Squire
Services Phone: 800.661.1196 x 1409
Email: [email protected]
Education: BA in Communications, Simon Fraser University Experience: Asher oversees all consulting services in the Local Public Sector (LPS) market within ACTIVE. He has over fifteen years' experience implementing information systems within the recreation market. He has collaborated with many leading organizations in North America including:

San Diego Park and Recreation
San Jose Parks, Recreation and Neighborhood Services
• Houston Parks and Recreation
Associate Manager, Name: Duncan Lai
Professional Services Phone: 800.661.1196 x 1294
Consulting Email: [email protected]
Education: Bachelor of Arts, University of British Columbia; Certificate in Project Management, University of British Columbia
Experience: Duncan is a Consultant on the Professional Services team at ACTIVE. He has over ten years of experience implementing and managing information systems projects and has collaborated with many leading organizations in North America including:
• City of Tempe, AZ
City of Pickering, ON
• YMCA of Honolulu, HI
Name: Kevin Chen
Associate Manager, Phone: 800.661.1196 × 1249
Technical Consultant
Email: [email protected]
Education: Bachelor of Business Administration, , British Columbia Institute of Technology
Experience: Kevin is a Technical Consultant with ten years' experience in the role. He has provided technical consulting to various projects within • Boulder Parks & Recreation
City of San Antonio
Mohawk College
Name: David Rey
Project Manager Phone: 214.996.7233
Email: [email protected]

City of Laguna Niguel RFP Recreation Management Software Education: Bachelor of Business Administration, Management from The University of Texas at El Paso
Experience: David is a seasoned Project Manager, holding a key position within the Professional Services team at ACTIVE. With a diverse portfolio encompassing various markets, including Parks and Recreation, YMCA's, Resorts & Attractions, and specialty organizations, David has honed his expertise in delivering exceptional results through strategic project planning, cross-functional collaboration, and effective risk management.

His track record includes the successful management of multiple premium and enterprise projects with leading organizations across North America • City of Toronto
Atlantis Paradise Island Bahamas
Sea to Sky Gondola
YMCA Oakville
Name: Steven Harben
Project Consultant Phone:
214.996.7756
Email: [email protected]
Education: Bachelor of Arts, Southwestern University
Experience: Steven is a Consultant on the Professional Services team at ACTIVE. He has over 3 years of experience implementing and managing information systems projects and 8 years working in the Parks and Recreation industry as an ActiveNet user. He has collaborated with many leading organizations in North America, including:

City of Toronto
City of Allen, TX
Hayward Area Recreation Department, CA
YMCA of Southeastern Mississippi

City of Laguna Niguel RFP Recreation Management Software

SUPPORT AND SECURITY
Standard support phone hours are 9:00 a.m. through 7:00 p.m. Central Standard Time. Support can be contacted by phone, email, and through our case submission via ACTIVENet Answers.

Inquiries received by Support are first handled by Tier 1 Support and then are escalated by the agent as needed. Escalation paths:

Tier 1 Support to Tier 2 Support
• Tier 2 Support to Tier 3 Support
• Tier 3 Support to Development/DBA/Networking team (as needed) Support and Maintenance Services
From time-to-time this information may be updated by ACTIVE, in which case the updated information will be available for review in an attachment on the following article on ACTIVENet Answers at http://support.activenetwork.com/activenet/articles/en_US/Article/Support-and-Maintenance-Handbook A login is required to view this article. Access will be provided upon creation of your ACTIVENet site.

SUPPORT AND MAINTENANCE SERVICES
Annual Support and Maintenance Services. The following supplies and services are included in the Support Services and Maintenance Services provided by Active as determined by the level of Support Services and Maintenance Services purchased which are set forth in a separate Schedule.

1. General

1.1 In order to receive the benefit of the service levels contained herein, Client must be in compliance with the obligations of the Agreement.

1.2 Client understands and acknowledges that the Product is a commercial off-the-shelf product with core architecture that services many clients, and that Active is permitted to make changes to the Product hosting environment, network, telecommunications, data storage, and any/all other information technology infrastructure that underlies the Product, without seeking or obtaining any consent from Client.

2. Technical Support

2.1 Standard: This is the default level of Support and is included with your license to use Active's Software. Available between 9:00 a.m. and 6:00 p.m. Central Time, Monday through Friday, via telephone (800) 663-4991, email, and ACTIVENet Answers. Advanced, Premium, and Enterprise Support are offered at additional cost
Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during "Extended Support Hours" (those occurring after 6:00 pm and before 9:00 am Central Time, Monday through Friday, and any time during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of a "Call Priority Level 1" issue, as defined in the table below. Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability.

4. Online Support. Access to the Active customer care web portal, knowledgebase, and online training materials, which are available at http://www.activenetwork.com/service-and- support/customer-support.

City of Laguna Niguel RFP Recreation Management Software

5. Upgrades. Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades.

6. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target.

Call Priority Description Standard
Level Completion Target
Issues that result in Client's inability to fulfill critical All: 1 business day Priority 1 business functions (i.e. those pertaining to core functionality such as processing registrations,
memberships, rentals) and that have no
reasonable work-around.

Priority 2 Issues significantly impacting the use of the system, Standard: 3 business but which do not prevent core functions from being days fulfilled.

Priority 3 All other issues, except those classified as Priority 4 Standard: 5 business (i.e. how-to questions, reporting/reconciliation days
issues). Advanced: 3
business days
Enterprise: 2
business days
Priority 4 Issues that are not time-sensitive or may be All: None undertaken as a customer service initiative outside
the scope of this attachment.

7. Services Not Included
The following are excluded from all offered Support Services and Maintenance Services:
• Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed. • Services which are required to remedy problems which do not stem from any defect in the Software.
• Services which are required to remedy problems caused by lack of training of the Client's personnel.
• Improper treatment or use of the Software.
• ' Onsite or remote training services.

Full report customization service.
• Database-specific services or assistance.

8. Restrictions
The following actions will void the Support Services and Maintenance Services portions of the Agreement:
. The use of any other application that modifies data in the database, whether created by you or otherwise.

City of Laguna Niguel RFP Recreation Management Software • The use or creation of any other application that competes with or replaces a module that is offered by Active to work with either the application or the application's database.

9. Annual Support and Maintenance Related to SaaS Services Only. The following Support Services and Maintenance Services are offered in conjunction with the above for SAAS Services . Monitoring of connectivity and critical functionality at all times.

Site-down/critical issues response time of one (1) hour, with commercially reasonable efforts to advise your organization of the current status and expected resolution time. • Scheduled maintenance and Updates designed to address performance, with reasonable efforts to notify Clients of scheduled maintenance times and potential impacts to service. • I Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action). Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Clients as soon as possible.

Training
As the City is aware, software updates are released every three weeks. Hotfixes and patches are released on an as needed basis. Organizations are provided sprint-release documentation so that you can update your training and evaluate the changes. An email notifies your organization, so that you can upgrade your training environment and evaluate the changes. This advance notification helps customers feel "in the loop" with updates, content release, and point releases.

Training, such as train-the-trainer and user guides, is available. ACTIVENet provide thousands of instructional articles as well as user guides that are available via ACTIVENet Answers - our secure customer portal and help center. Release notes and training videos also supplement the articles and user guides that are directed at end users as well as technical administrators.

ACTIVE Net Academy (ANA) is ACTIVE Network's Online Learning Solution (LMS) for our flagship software, ACTIVENet. ANA will help the City through training and ongoing professional development. The goal is for ANA to help your team continue to excel as ACTIVENet users with expanded content, reinforcement training, improved engagement (with both your community and your staff), and detailed analytics.

ACTIVENet Academy contains videos on best practice workflows for the administrative and public access of ACTIVENet. 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 review the materials.

Ongoing Training
After the initial training is complete and ACTIVENet is successfully installed, ANA will help the City 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. • Demonstrate Competency: ANA tracks & maintains enrollment and completion history for all users in an effort to fully promote product knowledge.

City of Laguna Niguel RFP Recreation Management Software ACTIVENet Training Library Overview
The ACTIVENet Training Library is broken down into 2 main categories:
• System Management
• ACTIVENet Module Guides
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
Database Management

5. User Management
ACTIVENet Module Guides
There are eight Module Guides, each of which are broken down into five courses, which are comprised of lessons.

1. Activities

2. Facility Reservation

3. FlexReg

4. Leagues

5. Lockers

6. Memberships

7. Point of Sale

8. Private Lessons
Each ACTIVENet 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 ACTIVENet.

1. Daily Operations

2. Maintenance

3. Public Access

4. Reporting

5. Setup

City of Laguna Niguel RFP Recreation Management Software

COST PROPOSAL
The City of Laguna Niguel is currently using the proposed solution, ACTIVENet and no services are required to continue usage. However, our proposal seeks to provide you with the best value for ongoing costs and includes opportunities to help you get the most out of your ACTIVENet system at the most competitive price.

We are presenting two fee proposal options to choose from. A subscription model with a fixed annual subscription fee, or a transaction model where fees are applied per transaction.

OPTION 1: ACTIVENet Annual Subscription Fee Model
ACTIVE Network offers a fixed annual technology fee through the Annual Subscription fee.

Payment processing fees still apply.

Product Cost Description
A fixed annual subscription fee that covers the hosting, ACTIVENet licensing, ongoing support and maintenance, technical Annual Subscription $22,000 support knowledge articles, product documentation, On Demand training video archive, and server database
licensing & maintenance.

System Implementation N/A The City currently uses the proposed solution, ACTIVENet.

No cost to implement the proposed solution.

Project Management N/A The City currently uses the proposed solution, ACTIVENet.

No cost to implement the proposed solution.

System
Development/Data The City currently uses the proposed solution, ACTIVENet.

N/A
Migration and No cost to implement the proposed solution.

Integration
ACTIVENet - GL One time cost for technical service. Enables a scheduled Financial Export $1,400 export of subledger totals from ACTIVE Net as a flat file Implementation Service for import into 3rd party general ledger system Payment Processing
Payment Processing Fee Payment processing through ACTIVE Merchant Services at 3% the proposed rates. Includes all major card types. Fees car (Staff Interface - Credit Card) be absorbed by the organization or passed to participants Payment processing services through ACTIVE Merchant
Services for all major card types and the ACTIVENet
Online Processing Fee 3% Technology Fee. Applies to online transactions made on customer user-interface. Fees can be absorbed by the
organization or passed to participants.

City of Laguna Niguel RFP Recreation Management Software $.10 Applies to a credit card refund processed through
Credit card Refunds - Flat fee ACTIVENet.
$0 No charge for merchant set up when processing payments Merchant Set-up through ACTIVE Network
5 Year Annual Cost (excluding payment processing
Year 1 Cost July 1, 2025 - June 30, 2026 $23,400
Year 2 Cost July 1, 2026 - June 30, 2027 $23,100
Year 3 Cost July 1, 2027 - June 30, 2028 $24,255
Year 4 Cost July 1, 2028 - June 30, 2029 $25,467
Year 5 Cost July 1, 2029 - June 30, 2030 $26,741
OPTION 2: ACTIVENet Transaction Model
ACTIVE Network technology fees and payment processing fees are applied per transaction.

Per Transaction Fee Model
Applies to all transactions made on the Admin User Interface, and covers the hosting, licensing, ongoing support and
Technology Transaction Fee 1.9% maintenance, technical support knowledge articles, product documentation, On Demand training video
archive, and server database licensing & maintenance.

Payment processing services through ACTIVE Merchant
Payment Processing Fee 2.8% Services at the proposed rates. Includes all major card types. (Staff Interface - Credit Card) Fees can be absorbed by the organization or passed to participants.

Payment processing services through ACTIVE Merchant
Services for all major card types and the ACTIVE Net
Online Processing Fee 4.7% Technology Fee. Applies to online transactions made on customer user-interface. Fees can be absorbed by the
organization or passed to participants.

Credit card Refunds - Flat fee $.10 Applies to a credit card refund processed through ACTIVENet.

System Implementation N/A The City currently uses the proposed solution, ACTIVENet. No cost to implement the proposed solution.

Project Management N/A The City currently uses the proposed solution, ACTIVENet. No cost to implement the proposed solution.

System Development/Data N/A The City currently uses the proposed solution, Migration and Integration ACTIVENet. No cost to implement the proposed solution.

City of Laguna Niguel RFP Recreation Management Software ACTIVE Net Fees include:
• ACTIVENet Recreation Management Software Licensing (Unlimited City Users) • Ongoing software maintenance and system feature enhancements - 17 releases per year • Technical support:
• 24/7 email support
• Phone support
• ACTIVENet Answers Support Portal
ACTIVE Net Academy Learning Management System
• Dedicated Account Manager
Optional Add-On Services
Active Network is your committed partner to help you get the most out of your ACTIVENet system. We put together an optional plan to ensure that you are utilizing ACTIVE Net to maximum effectiveness and ensure that your system's configuration and processes are aligned with your goals and priorities.

Professional Services & Consulting
ActiveNet recommends investing in services with our highly skilled professional services team on an annual basis to maintain a full working knowledge of ACTIVENet's capabilities and features. ACTIVENet consultants are experts in streamlining processes, optimizing performance, and aligning system configuration with your current business operations and goals.

We propose a Business Process Assessment (BPA) to evaluate your current use and identify opportunities to maximize the use of your software.

Business Process Assessment
A Business Process Assessment (BPA) provides your organization with the knowledge, guidance, and recommendations to ensure you are optimizing usage of new and existing features. During the BPA, you will discuss all aspects of ACTIVENet while focusing on streamlining operations and consumer experiences, understanding automation and integration within your technology ecosystem, and maximizing ROl from ACTIVENet. The BPA includes a technology and systems evaluation, a module analysis, a user experience review, an ACTIVENet operations review, and an in-depth discussion with a consultant to help you maximize ROl, increase staff efficiency, and simplify the customer experience. The output of a Business Process Assessment can result in future System Optimization services and Refresher Trainings.

System Optimization - The System Optimization helps maximize the value of your ACTIVENet experience by auditing personal system performance against your organization goals. Learn how to better use ACTIVENet features to solve business problems and drive greater efficiency within your organization.

Refresher Training - The Refresher Training service is designed to help train your staff and ensure efficient use of ACTIVENet by reviewing best practices for performing system tasks in the most efficient manner possible.

Mobile Solutions
We recommend the following mobile solutions as tools to engage with your customers, streamline operations, and elevate your customer experience.

City of Laguna Niguel RFP Recreation Management Software ACTIVENet Captivate App
Captivate is a white-labeled, smart phone app (iOS or Android) that is branded and customized for your organization. Using the same ActiveNet username and password, your customers can find and register for activities, make a reservation, receive push notifications or alerts, manage their schedules, check in or scan into a facility, participate in challenges, and more.

ACTIVENet Connect App
ACTIVENet Connect powers your ACTIVENet software on a tablet - making it easier for your staff to manage processes and workflows. ACTIVENet Connect operates on an iOS or Android tablet device, and offers attendance tracking, activity or FlexReg check-in and check-out, child care management, waiver management, photo upload capabilities, and allergy or medical information.

Data Analytics & Reporting
ACTIVE Net HUB
ACTIVENet Hub is the key to providing resources and information for your community, in the most effective and efficient way possible. The ability to access, visualize, and understand your data is what can set your organization apart, and ACTIVENet Hub is the cloud-based data tool to get you there. HUB also integrates with data tools such as Sisense, Power BI, HubSpot, Excel - making it simpler than ever to analyze, visualize, and make smart, data-based business decisions.

Optional Add-On Services and Products
Other Costs Items (Optional) Pricing (USD) Comments
Business Process Assessment $12,600 We recommend a two-day, in- (BPA) (one time cost) person workshop with a Senior
Consultant. The BPA includes
two days and documentation
time.

ACTIVENet System Optimization $2,000 Remote system optimization (per day cost) service. The number of days is
dependent upon the output from
the BPA. We recommend at least
one optimization per year. Local
travel expenses not included.

ACTIVENet Refresher Training $1,400 Remote refresher training (per day cost) service. The number of days is
dependent upon the output from
the BPA. Local travel expenses
not included.

ACTIVENet - Module Add-Ons Price Ranges: Pricing varies depending on the $700 - $4,800 per module nodule or sub module being
added in and includes the
necessary professional services
ACTIVENet - Certification $600/per person, per ACTIVENet - System Admin Trainings certification course

City of Laguna Niguel RFP Recreation Management Software operation, Financial
Administrator
ACTIVENet Hub Subscription $8,000 / year Annual subscription to license Hub.

Primary Travel Transportation TBD If onsite services are required, Reimbursement economy primary transportation
costs (eg. Airfare, train fare, or
mileage) will be assessed and
invoiced separately.

ACTIVENet Hub Implementation $3,600 The implementation fee covers Fee the cost of planning,
deployment, configuration,
testing and onboarding/training.

ACTIVENet Captivate app $7,000 / year Annual subscription to license Captivate
ACTIVENet Captivate app $700 Technical Service: Remote
(Onboarding service) deployment & training Service
Information. This service enables
deployment and training of the
ACTIVENET Captivate
application
ACTIVENet Connect App $5,000 / year The cost includes unlimited licenses for staff to use the
Connect app.

ACTIVENet Single Sign On $5,400 Technical Service: Single Sign- on (SSO) technical services for
Staff side authentication
services.

ACTIVENet - GIS Import $1,400 Technical Service: One time import of GIS information into
ACTIVE Net
ACTIVENet - Lighting Integration $2,800 Technical Service: Supported lighting vendors include Sky
Serie en dues recuring
export
Ticketing Application 5% per transaction ACTIVEWorks Ticketing application. This is a stand-alone
application that allows
organizations to sell and validate
general admission tickets for
events. Currently the solution is
not integrated with the proposed
ACTIVENet application. No cost
to implement the ACTIVEWorks
ticketing solution.

City of Laguna Niguel RFP Recreation Management Software Hardware Peripherals (Purchased as Needed)
ACTIVENet is fully integrated with 3rd party hardware to assist the City in managing operations. ACTIVE recommends all ACTIVENet customers upgrade their credit card readers from the existing IPP320 card readers. Credit card readers must be procured through ACTIVE Network. These devices are encoded specifically for ACTIVENet to encrypt and protect your customers' information and credit card data.

Other hardware items include digital signature pads, memberships card printers and consumables, bar code scanners, thermal receipt printers, cash drawers and web cameras for customer photos.

The advantage of purchasing the equipment through ACTIVE is that it allows us to ensure warranties are covered, devices are deployed with correct settings, and that devices are proven to be functional with ACTIVENet. We would not be able to guarantee these things if purchased from another source. *Unit prices are subject to change. Hardware is purchased as or when needed.

Signature Capture Device & Accessory
Topaz Electronic Signature
Topaz Electronic Signature Pad Pad Tilt Stand
$597.50 USD $157.50 USD
Payment Devices & Accessories
Verlfone T650c Verifone Portable T650p Verlfone Charging Station $484.50 USD $517.00 USD $66.48 USD

City of Laguna Niguel RFP Recreation Management Software Membership Hardhero
Entrust Sigma DS1 Single Sided Entrust, Color Ribbon Kit YMCKT Entrust Cleaning Cards Card Printer OTY 260 (1O PACK)
$1,982.00 USD $90.00 USD $4.00 USD
Fargo Cleaning Kit (includes cleaning
UltraCard PVC Cards SD260 Green Color Ribbon swabs & cards for DTC 4250e) $46.20 USD $304.00 USD $33.00 USD
Datacard SD 260 Alcohol Cleaning Fargo DTCA250 Single Sided Card Fargo DTCA250 Single Sided Card (10 per pack) Printer (Barcode and magstripe printing) Card Printer (Barcode only) $8.80 USD $3,498.00 USD $2899.00 USD

City of Laguna Niguel RFP Recreation Management Software Fargo Blank Cards w/out Magstripe Fargo Blank Cards with Magstripe Fargo DTC4000 Ribbon (500/box) (500/box)
$71.50 USD $38.50 USD $71.50 USD
Honeywell Voyager 9520 Honeywell Orbit MS7120 Honeywell Genests 7680G 1D, 2D, Barcode Scanner Scanner Smart Phone Scanner
$174.90 USD $321.20 USD $485.00 USD

City of Laguna Niguel RFP Recreation Management Software

APPENDICES
Financial Export Overview
Financial Export services involve the planning, configuration, testing and training required to generate a flat file of financial information from the ACTIVENet sub ledger to your organization's general ledger software.

Objectives
• Planning: Determine a mutually agreeable export specification based upon the constraints identified below and the constraints of your organization's general ledger software • Configuration: Configure ACTIVENet in accordance with the export specification Testing: Generate a sample export file out of ACTIVENet for import into your organization's general ledger software.

Training: Provide instruction to your organization on the controls within ACTIVENet which manage financial export generation
Deployment: Enable the scheduled export in your ACTIVENet production environment.

Tasks
• Planning: Your organization is responsible for completing the following tasks:

Provide a detailed specification of the import requirements of your general ledger that adheres to the constraints detailed below. ACTIVE Network will work with your representative to establish a mutually agreeable export specification from ACTIVENet.

If exporting to SFP your organization will provide the following at least 2 weeks prior to service:

SFTP URL,
Port #,
Username, and
Password
Whitelist of IP 69.194.141.85
Access to your SFTP root folder
• Configure: A representative from Active will configure ACTIVENet to adhere to the agreed upon specification.

Testing: A representative from ACTIVE Network will generate a sample file from ACTIVENet to be imported into your organization's general ledger. The file will be delivered via your organizations preferred method in accordance with the constraints detailed below. A representative from your organization will upload the file into your ledger software.

Training: An ACTIVE Network representative will review the configuration and management settings within ACTIVENet as they pertain to the operation of the financial export. • Deployment: A representative from your organization will sign off on the financial export file specification. A representative from ACTIVE Network will enable the schedule export within your ACTIVENet production environment.

City of Laguna Niguel RFP Recreation Management Software Deliverables
The creation of a scheduled flat file export from ACTIVENet in the agreed upon format sent via the preferred method of your organization in accordance with the constraints detailed below.

Assumptions
Your representative is empowered to represent the business and financial interests of your organization. They understand the technical requirements and can make configuration decisions regarding your general ledger software.

Your organization will perform work associated with each task within the allocated timeframe. • Your representative will have access to ACTIVENet, internet, phone, and able to install and utilize Cisco Webex software to participate in remote desktop sharing Your organization will report financial data in accordance to ACTIVENet's accrual accounting principles.

Constraints
The Financial Export Service and ACTIVENet Financial Export are bound to the following constraints:

All services will be conducted remotely
• . All services will be conducted between 6am to 6pm PST, Monday-Friday, excluding North American holidays
• The data in the financial export can be provided in Summary or Detail The following fields can be included on a summary export. Column order can be established by your organization if necessary. Summary exports are grouped by GL account for each debit and credit amount. For example, if a GL account has debits and credits for the reporting period the export will contain two records for that account.

Date of financial export creation
GL account name
GL account number (may be parsed into multiple fields)
Debit Amount
Credit Amount
Static characters
• The following fields can be included on a detailed export. Column order can be established by your organization if necessary. Detailed exports are itemized by receipt.

Date of financial export creation
Date of receipt
Receipt number
GL account name
GL account number (may be parsed into multiple fields)
Amount
Static characters
• The Financial Export from ACTIVENet can be delivered to your organization via Email to an individual or group,
• SFP hosted by your organization
• Manual download to a local workstation by a representative of your organization. • ACTIVENet supports the following SFTP encryption and components:

Key exchange: diffie-hellman-group-exchange-sha1, diffie-hellman-group1-sha1

City of Laguna Niguel RFP Recreation Management Software • Component: SharpSSH version 1.1.1.13
• Cipher: 3des-cbc, aes128-cbc
• MAC: hmac-md5
• Host key type: ssh-rsa, ssh-dss
Userauth: password
• The available file types for the Financial Export are comma separated, tab delimited, pipe delimited, fixed length, or xml. Only a single file type can be used.

The financial export can be scheduled to run on a daily or weekly basis. It can be downloaded to a local workstation by a representative of your organization on demand. • Header fields can be included or excluded in the Financial Export file. • Only GL information in ACTIVENet can be included in the financial export. Only the GL accounts listed in Appendix A will be included. Only those accounts that have had activity within the reporting period will be included in the export. The inclusion of specific GL accounts will be based on the financial rules established by your organization in ACTIVENet.

The financial export does not include any expense information.

ACTIVENet does not support fund accounting.

ACTIVENet GL Accounts

ACCOUNT ACCOUNT DESCRIPTION STATUS

NAME TYPE
Accounts Asset This account is used to recognize balances Required Receivable owing on customer accounts. There can only
be one Customer Balance Account.

Customer Liability This account is used to recognize balances Required Credit owed on customer accounts. There can only
be one Customer Credits Account. This is
sometimes referred to as Accounts Payable.

Expired Credit Income This account is used once customer credit on Optional account has reached a certain age and needs
to be written off.

Payment Asset This account is used to recognize debits and Required Account: Cash credits associated with the transfer of cash monies. If separate payment accounts are not
created for the different money types, then
those monies will post to this account. There
can only be one Payment Account: Cash
Payment Asset This account is used to recognize debits and Optional Account: Check credits associated with the transfer of check monies. If this account is not created, then
the Payment Account: Cash will be used to
recognize debits and credits associated with

City of Laguna Niguel RFP Recreation Management Software the transfer of check monies. There can only
be one Payment Account: Check.

Payment Asset This account is used to recognize debits and Required Account: Credit credits associated with the transfer of credit Card card monies. If this account is not created
then the Payment Account: Cash will be used
to recognize debits and credits associated
with the transfer of credit card monies. This
account is recommended for ease of
reconciling remittance payments. There can
only be one Payment Account: Credit Card
Payment Asset This account is used to recognize debits and Optional Account: Credit credits associated with the transfer of credit Memo memo monies. If this account is not created
then the Payment Account: Cash will be used
to recognize debits and credits associated
with the transfer of credit memo monies.

There can only be one Payment Account:

Credit Memo.

Payment Asset This account is used to recognize debits and Optional Account: ECP credits associated with the transfer of ECP monies. If this account is not created then the
Payment Account: Cash will be used to
recognize debits and credits associated with
the transfer of ECP monies. This account is
recommended for ease of reconciling
remittance payments. There can only be one
Payment Account: ECP
Payment Asset This account is used to recognize debits and Required Account: Debit credits associated with the transfer of debt (Canada Only) card monies. If this account is not created then the Payment Account: Cash will be used
to recognize debits and credits associated
with the transfer of ECP monies. This account
is recommended for ease of reconciling
remittance payments. There can only be one
Payment Account: Debit
Deferred Income This account is used to recognize the debits Optional Revenue (RCIA) and credits associated with the transfer Account (purchase/return) of products and services
prior to their delivery. There can only be one
Deferred Revenue Account.

City of Laguna Niguel RFP Recreation Management Software Refund Liability This account is used to recognize the debits Required Clearing and credits associated with utilizing another
Account finance or treasury department for processing
refunds outside of ACTIVENet. There can only
be one Refund Clearing Account.

Revenue Income This account is used to recognize the debits Required Accounts) and credits associated with the transfer
(purchase/return) of products and services.

Each product and service can be assigned an
individual revenue account.

Tax Account(s) Liability This account is used to recognize the debits Optional and credits associated with tax collected from
the transfer of products and services. There
can be multiple Tax Accounts.

NSF Account Income This account is used to recognize fees Optional collected for NSF charges applied to failed
ECP payments.

Refund Income Optional
Charges
processing.

Gift Certificate Liability This account is used to recognize the balance Optional Accounts) of gift certificates sold but not yet redeemed.

There can be multiple Gift Certificate
Accounts.

Scholarship Income This account is use to recognize the amount Optional Account of subsidized products and services. Each
scholarship campaign can be assigned a
unique Scholarship Account.

Discount Expense This account is used to recognize the expense Optional Account of discounting products and services. Each
adjustment can be assigned a unique
Adjustment Account.

City of Laguna Niguel RFP Recreation Management Software Hardware and Software Requirements
The following minimum hardware requirements must be met:

1. Processor: 1 gigahertz (GHz) or faster

2. RAM: 1 gigabyte (GB) (32-bit) or 2 GB (64-bit)

3. Hard disk space: 1 GB of free space

4. Graphics card: Microsoft Direct 9 graphics device with WDDM driver

5. Display resolution: 1280 × 800 screen resolution or higher

6. Internet Access: Wireless-AC1300 PCI-E adapter or faster. Standard CAT5 connection recommended for daily use.

Internet Speed: Minimum speed is 300 kbps. We recommend 1 mbps or faster for daily use.

8. Peripherals: Depending on the peripheral configuration employed, ACTIVENet may require the presence of one or more serial or USB ports.

ACTIVENet Admin Portal (AUI)
Microsoft Windows: Windows 8, 8.1, 10, and 11
ACTIVENet Workstation Service (WSS): version 1.2.30 or later Adobe Reader: 11.0.06 or later (note that Fargo DTC printers do not support Adobe Reader) Browsers:

Microsoft Edge Browser: latest version
Google Chrome: latest version (Note: please use the Chrome browser to view ACTIVENet Insights) ACTIVENet Consumer Portal (CUI)
Microsoft Windows: Windows 8, 8.1 and 10
Apple iOS: 11.1 or newer
Browsers:

Microsoft Edge Browser: latest version
Google Chrome: latest version
Apple Safari: On iOS devices

City of Laguna Niguel RFP Recreation Management Software List of Standard Reports
Report Type Available Reports
General Reports General Reports are miscellaneous general reports that include customer file and transaction exports, promotional offer orders, and custom question answers.

Audit Trail Report
Custom Question Answers Report
File Export
Campaign Reports Campaign Reports are used to track donations and progress towards fundraising goals in a donation campaign. The following Campaig Reports are available in the Reports Menu.
• Campaign Donation Tracking Report
Campaign Goals Tracking Report
Donations Report
Donor Card
Daily Close Reports Daily Close Reports are used to reconcile cash receipts, refunds, cash distribution, and account distribution at the end of a day's transactions.

Account Distribution Report
Cash Distribution by Account Report
Cash Receipts Report
Refunds Report
Childcare (Flexible Flexible Registration reports are used to display information Registration) Reports regarding various programs, such as daycare and their enrollees.

This includes attendance sheets, rosters and enrollee lists, as well as program and session details.
• Attendance Sheet Report
Attendance Sheet - Daily
Create Catalog Report
Enrollee List Report
Programs Report
Program Revenue Report
Roll Over Results Report
Roster Report
Sessions Report
Equipment Loan Reports Equipment Loan Reports are used to display information about lendable equipment inventory and items signed out.

Lendable Equipment Inventory Report
Lendable Equipment Signed Out Report
Facility Reservation Reports Facility Reservation Reports are used to display information regarding facilities and their bookings, fees, and utilization.
• Bookable Equipment Inventory Report
• Calendar - Daily Report

City of Laguna Niguel RFP Recreation Management Software Calendar - Daily Multi-Resource Report
Calendar - Monthly Report
Calendar - Weekly Report
Charge Matrix Report
Claim Charge Report
Deposits Report
Facility Waitlist Report
Lockers Report
Permit Change Log Report
Permit Extra Booking Fees Report
Permit Master Report
Reservation Dot Report
Reservation Master Report
Resource Utilization Report
Financial Reports Financial Reports are used to display information regarding account receivables, cash receipts, expenses, net revenues, refunds, and other financial data.

A/RAging Report
• A/R Statements Report
• A/R Summary Report
A/R Transactions Report
Account Distribution Report
Actual Profit/Loss Report
Actual vs. Budgeted Profit/Loss Report
Agency Distribution Report
Agency Payment Report
Budgeted Profit/Loss Report
Cash Distribution by Account Report
Cash Out Report
Cash Receipts Report
Cash Receipts Export
Cash Summary Over/Short Report
• Coupon Usage Report
• Credit Card/ECP Report
Credit on Account Report
Deferred Revenue Report
Departmental Revenue Report
Discounts Report
Expense Report
Expense Export
Expiring Credit Card Report
Financial Export
Financial Statistics
Gift Cards Report
Instructor Hours Export
Internet Income by Site

City of Laguna Niguel RFP Recreation Management Software Net Revenue Report
Override Audit Report
Payment Plan Report
Penalty Charges Report
Receipt Audit Report
Refund Export Page
Refund Request Report
Refunds Report
Reprint Cash Summary Sheet
Reprint Receipt Report
Scholarship Report
System Usage Log
Tax Receipt
• Team Statement Report
Transaction Comparison Report
• Transaction Export
• Unredeemed Gift Card Report
Inventory Reports Inventory Reports are used to display information regarding POS product inventory, including current inventory quantities, reorder quantities, and replacement cost amounts.

Inventory Report
Membership Usage Report
• Physical Inventory Sheet Report
POS Product Labels Report
Reorder Report
Replacement Cost Report
Population Reports Population Reports are used to display information about customers and companies, including customer and company lists, email lists, awards, waivers, revenues, and mailing labels.
• Customer Awards Report
Customer Listing Report
Customer Revenue Report
Customer Skill Report
Customer Statement Report
Customer Waivers Report
Company Listing Report
Email Open/Click Through Report
Email Opt-Out Report
Email Results Report
Email/Form Letter Page
Gender Statistics Report
Instructor Weekly Schedule Report
Labels
Member vs. Non-Member Statistics Report
Potential Duplicate Customers Report
System Users Report

City of Laguna Niguel RFP Recreation Management Software • View Email Batches
Membership Reports Membership reports are used to display information regarding customer memberships. This includes membership usage,
membership retention, and package totals.

Membership Auto Renewal
Membership by Customer
Memberships by Package
Memberships - Cancelled Memberships
Membership Labels
Membership Renewal Expiration
Membership Retention
Membership Statistics
Membership Transfer
• Membership Usage
Package Basic
Package Text
Package Totals
Pass Production (Batch)
Registration Reports Registration reports are used to display information regarding activities, rosters, and instructors.

Activity Attendance Sheet
Activity Attendance Sheet - Daily
Activity Change Log
Activity - Create Catalog
Activity Overview Report
Activity Results Report
Activity Revenue Report
Activity Text Report
Activity Totals Report
Activity Withdraw/Transfer Report
Average Fee Per Customer Type Report
Batch Copy Activity Results Report
Customer Attendance Report
Customer Make-Up Class Report
Company Roster Report
Deposit Due Report
Enrollment Distribution Report
Facility Usage Report
Instructors Report
• Instructor Attendance Report
Instructor Change Log
Instructor Contracts Report
Instructor Labels
Instructor Payment Due Report
Instructor Payment History Report

City of Laguna Niguel RFP Recreation Management Software Instructor Payroll Report
Instructor Sign-in Sheets
Private Lesson Booking Report
Registration Activity Report
Registration Roll-Over Results Report
Roster (Brief) Report
Roster (Expanded) Report
Roster (with Payments) Report
Substitute Instructor Report
Transcript Report

City of Laguna Niguel RFP Recreation Management Software ACTIVENet SMART Checklist

City of Laguna Niguel RFP Recreation Management Software ACTIVE

ACTIVE NET
SMART
Optimization and Refresher Training
ACTIVEcommunities.com

City of Laguna Niguel RFP Recreation Management Software

OVERVIEW
To ensure your organization maximizes the value of ACTIVE Net, it is vital that you ensure your database is optimized and your staff are well trained.

Our ACTIVE Net Smart System Optimization + Facility Reservations The System Optimization is a servic + Memberships
program includes both
o help maximize the value of you
Optimization and Refresher + Child Care (FlexReg)
training to help your + Public Access
organization get the most + Point of Sale (POS)
out of ACTIVE Net.

To maintain and improve + Equipment Reservations
+ Equipment Lending
probin yound die greater fience
For each functional area, there are
Refresher Training Optimization Training Packages and
and refresher training on The Refresher Training service is an annual basis. + Optimization Training Packages are
1-day services with fixed agendas
that Identify key areas of the system
where best practices can be applied
to achieve operational efficlency.
+ Refresher Training Services are
selected à la carte. These services
focus on the competencies required
as module specific tips and tools t by staff to operate ACTIVE Net help boost productivit effectively and can be combined to create an agenda.
13 Functional Areas of ACTIVE Net
Check off the business
needs that apply to your
organization and your
Account Manager will provide
+ Database Management a service delivery quote.
+ Financials
ACTIVE Net Smart Checklist 2

City of Laguna Niguel RFP Recreation Management Software

REFRESHER

TRAINING
Refresher training is designed with the end-user in mind, by reviewing the best practices for performing system tasks in the most efficient manner possible. Need a quick refresher? Check the boxes you would like additional training on and we'll help train your staff in these specific areas.

ACTMEN. Smart Chetits

City of Laguna Niguel RFP Recreation Management Software A Refresher Training System Optimization

NEEDS ANALYSIS CHECKLIST
Database Management
Database Management Customer Management
• Upload and maintain files Consolidate duplicate customers * Enter and manage skip dates → Retre customer records
C Perform database copy to trainer I Generate customer login credentials Enter and manage system workstations • Generate a customer listing for communication i] Enter and manage peak volume perlods 1 Export a list of customers • Enter and manage system walvers
• Enter and manage system custom questions
User Management
Create and modify permission groups
Create and modify system users
Manage user access and passwords
ACTIVE Net Smart Checklist

City of Laguna Niguel RFP Recreation Management Software A Rafresher Treining System Optimization
Financial
Financial - Setup Donations
Create a new general ledger account (GL Account) • Create a new donation campaign • Create a new system charge 3 Process a donation
Create a new system coupon Make a donation online
• Create a new system discount • View donation and giving history Financial - Dally Operations Financial - Reports
23 Perform a joumal entry • Reconcile a cash drawer
i Perform a journal transfer • Transfer system account postings to Retrieve customer accounting history general ledger
Process an NSF payment • Reconcile system transaction fees : Perform a batch activity refund Retrieve pending refunds 3 Determine customers holding overdue balances
• Generate invoices
Gift Card Management
Retrieve credit cards approaching expiration
i Create a new gift card
] Manage failed scheduled payments
Sell a gift card
I Determine customers holding account credits
: View a gift card balance
• Determine discount issuance history
. Use a gift card as a method of payment
Determine existing scholarship holders
• Refill a gift card
• Determine frequency of fee overrides
View outstanding gift cards
Retrieve list of issued refunds
Determine coupon redemption
Scholarships
• Determine discount redemption
• Create a scholarship
Determine gift card redemption
Assign a scholarship to services
Determine scholarship redemption
• Award a scholarship to a recipient
E Generate standard financial reports in
3 Close a scholarship
ACTIVE Net Insights
ACTIVE Net Smart Che-dist

City of Laguna Niguel RFP Recreation Management Software A Refresher Training System Optimization
Facility Reservations
Facility Reservations - Setup Facllity Reservations - Maintenance Create a new center C Modify center hours
• Create new facility • Modify facility hours
= Create a new facillty amenity Modify facilly charge automation 3 Create a new facility charge • Modify facility overlaps Automate a facility charge
Facility Reservations - Reports
Facility Reservations - Operations • Determine daily facility usage • Create a simple facility reservation E Determine monthly facility usage • Create a complex facility reservation i Determine pending reservations S Retrieve facility availability • Determine facility utilization numbers Li Modify an existing reservation date
= Modify an existing reservation charge Facility Reservations - Public Access • Cancel an existing reservation • Request a reservation online I Retrieve list of tentative reservations E3 View existing reservations online Claim or refund a facility deposit E. View facillty avallability online • New Facility Reservation Module overview
(4 hours)
Art No Cman Charlie

City of Laguna Niguel RFP Recreation Management Software A Retroshor Training System Optmization
Memberships
Memberships - Setup Memberships - Reports
Create a new membership package category Determine facility access history Create a new membership card layout Determine customers by membership type Create a new membership charge Determine membership counts by customer Automate a membership charge Determine membership cancellations Create membership join fees Review falled membership payments Create coupons for membership Join fees Review memberships by age out period Determine membership retention
Determine membership performance by month
Memberships - Dally Operations
Determine historical membership performance
i Sell a fixed-term membership
= Generate standard membership reports in
• Determine the status of a membership
ACTIVE Net Insights
Renew a membership
Validate a membership at check-in
Suspend a membership Memberships - Public Access
Determine scan statistics • Purchase a membership online Transfer membership packages Renew a membership online
Sell a continuous membership
Generate a membership card
Changing the primary member on a membership
Modifying auto-pay information on a membership
Modifying membership fees
ACTIVE Net Smart Checklist

City of Laguna Niguel RFP Recreation Management Software Refresher Training System Opumization
Activities
Activities - Setup Activities - Reports
3 Create a new activity Generate an activity roster
Create a new activity season Generate an activity attendance sheet Create and manage instructors Export an activity catalog Create and manage supervisors Determine seasonal activity performance • Create activity registration charges Determine revenue generated by activity • Automate activity registration charges Determine revenue generated online • Develop payment plans for activities vs. front desk
Generate an activity audit report
Generate standard activity reports in
Activitles - Dally Operations
ACTIVE Net Insights
* Process a discounted activity registration
Register for an activity walting list
_ Manage an activity waiting list Activites - Public Access Register a participant from the waiting list Register for an activity online • Withdraw a customer from an activity Review existing registrations online Transfer a customer between activities Perform a waiting list enrollment online • Modify an existing activity registration Perform a wish list enrollment online Cancel an activity
3 Enter and manage activity attendance
Activitles - Maintenance
* Modify the fees for an activity
Modify activity dates
Manage activity statuses
Archive legacy activities
Mans No mat Corkle

City of Laguna Niguel RFP Recreation Management Software Refrosher Training System Optimization
Child Care (FlexReg)
lexReg - Setu
| Create a new RexReg sessio
FlexRog - Maintenance
! Create a new FlexReg program • Modify program fees
Automate a FlexReg charge • Modify program session dates C Archive legacy programs and sessions
FlexReg - Daily Operations
Register into a program FlexRog - Public Access
Register multiple customers into a program Register for a program online Modify dates of a program Register for a program waiting list online Register customer onto a waiting list
Register a participant from the walting list
Register a scholarship recipient into a program
Modify registration dates for a participant
Manage payment plans for a participant
ACTIVE Net Smart Checklist

City of Laguna Niguel RFP Recreation Management Software Refresher Training System Opuntization
Point of Sale
POS - Setup POS - Malntenance
Create a new product Modify an existing product
Create a new visual layout Modify an existing visual layout • Create a new product discount • Modify inventory for a product POS - Reports
POS - Dally Operations
1 Process a sale to a drop-in customer Enter and manage product inventory Determine replacement costs for products
Process a sale to a customer
Determine product sale revenue
L. Process a multiple-item sale
Generate standard POS reports
[ Modify a pending product receipt
Refund a product
Lockers
Locker Management
7 Create a new locker room Reserve a locker
Create a new locker bank View locker availability
Cancel a locker reservation
Create a new locker room layout
Create new lockers View locker assignment
ACTIVE Net Smart Checklist

City of Laguna Niguel RFP Recreation Management Software Refresher Training System Opumization
Leagues
Leagues - Setup Leagues - Malntenance
2 Create and manage a league 15 Modify an existing league i3 Create and manage a league schedule Ei Modify an existing league schedule • Create and manage officials • Modify an existing tournament Create and manage toumaments
Leagues - Reports
Leagues - Dally Operations View league standings
• Register Into a league Create a schedule for league officials Add members to an existing league team Generate a team roster Generate a team schedule
Enter scores for a game
Generate a toumament bracket
/ Create and manage tournament teams
Private Lessons
Private Lessons - Setup Private Lessons - Setup
Create a new private lesson Modify the status of a private lesson *i Create a new lesson instructor Modify the charges for a private lesson • Create a new supervisor Modify the dates for a private lesson Create a new lesson charge Copy a private lesson to another season Automate private lesson charges Archive legacy private lessons Modify the instructor for a private lesson
Modify the supervisor for a private lesson
Private Lessons - Dally Operations
Register Into a scheduled private lesson
Register into an unscheduled private lesson Private Lessons - Public Access Modify a scheduled private lesson Register for a scheduled private lesson online 1 Modify an unscheduled private lesson Register for an unscheduled private lesson online El Book an unscheduled private lesson Register for a private lesson waiting list • Withdraw a customer from a private lesson Register for a private lesson wish list

City of Laguna Niguel RFP Recreation Management Software Refresher Training System Optimization
Equipment Reservations
Equipment Reservation Management
• Create equipment types Modify an equipment reservation Add equipment Cancel an equipment reservation
Create equipment charges Request equipment online
3 Automate equipment rental charges View equipment reservations online I Reserve a piece of equipment • View reserved equipment Reserve multiple pleces of equipment
Equipment Lending
Equipment Lending Management
: Create equipment categories
Create lendable equipment
• Attach equipment to visual layouts
Process an equipment loan
• Manage unreturned equipment
/ Sign equipment back in
Modifying equipment inventory levels
ACTIVE Net Smart Cheddist

City of Laguna Niguel RFP Recreation Management Software SYSTEM

OPTIMIZATION
The System Optimization system was designed with you in mind.

This means we'll help you maximize the value of your ACTIVE Net experience with the optimization packages below. Choose from the packages below and learn how to better use ACTIVE Net features to solve your unique business problems and drive greater efficiency in your organization.

ACTIVE Net Smart Checist

City of Laguna Niguel RFP Recreation Management Software Refresher Training System Optimization

NEEDS ANALYSIS CHECKLIST
Technology
Technology Refresh Package (1 Day)
: Prove pian for adoptun and and ult aton against ACTIVE Net's latest technologes and features.

Public Access
eCommerce Package (1 Day)
+ Analyze public access performance against key Indicators: Percentage of accounts created online, percentage of transactions online, customer feedback on online experience, etc. + Provide plan for Improvement: Update public access site content and instructions, marketing, coupons/incentives, new service offerings, etc.

Financial
Finance & Accounting Package Package (1 Day)
+ Analyze financial performance against key indicators: Aging accounts receivables, accounts payable management (customer credit), sales growth, etc
+ Provide plan for improvement Business process analysis and documentation, suggestions for improved talning, etc.

Facility Reservations
Facility Reservation Package (1 Day)
+ Analyze facility reservation performance against key indicators: Number of facility reservations. facility rental revenue growth. return customers, time required to enter a rental (workflow analysis), etc. + Provide plan for improvement Incentivize rentals during off-peak times, marketing, improve facility information online, streamline fees, etc.
dave No Smar Checkle

City of Laguna Niguel RFP Recreation Management Software Refresher Training Systom Optimization
Memberships
Memberships Package (1 Day)
+ Analyze membership performance against key Indicators: Retention, usage, sales. etc.+ Provide plan for improvement. Discounting, marketing, new service offerings. etc.

Activities
Activities Package (1 Day)
+ Analyze activity performance agalnst key indicators: Enrollment number growth, revenue growth, registrations per user, withdrawal rate, withdrawal reasons, online accessibility, etc. + Provide plan for improvement: Discounting, marketing, new service offerings, trending activities, etc.

Child Care (FlexReg)
FlexReg Package (1 Day)
+ Analyze program performance against key indicators: Enrollment number growth, revenue growth, registrations per user, withdrawal rate. withdrawal reasons, online accessibillty, etc. + Provide plan for improvement: Discounting, marketing, new service offerings. Industry best practices, etc.

Database Management
System Maintenance Package (1 Day)
+ Analyze and clean up system data: Customers, activities, categories, users, duplicate customers, family records. financials (AR), explred credit cards, GL accounts, etc. + Provide plan for improvement Document processes for database maintenance, training system admin(s) and staff on database maintenance.

Custom Services
Custom Services Package (1 Day)
+ For professional assistance that is not captured in our other optimization packages, please speak with your Account Manger to review options for custom services

City of Laguna Niguel RFP Recreation Management Software Terms and Conditions
ACTIVE is happy to offer to extend the existing contract for your account.

RFP Exceptions
Active Network, LLC ("Active" or "Proponent") is in general agreement with the concepts contained in the terms and conditions of the Solicitation RFP "Recreation Management Software issued August 15, 2024 for the City of Laguna Niguel (the "RFP") and submits this proposal based on the understanding and condition that the City of Laguna Niguel (the "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, as well as insurance coverage amounts) applicable to the services described in this Response to the RFP prior to finalizing the arrangement between the parties. Active is happy to extend the existing contract in place between Client and Active.

Active takes exception to the following terms, conditions and/or concepts in the RFP:

1. RFP page 5 Section 2 "Contract Term", RFP "Attachment A Sample Professional Services Agreement" in full, : The Proponent respectfully takes exception to the section/s and/or attachments listed and seeks to delete it in its entirety and replace with the existing contract between Client and Active.

Proponent hereby takes exception to any term or condition of the RFP that is in direct conflict with, or in addition to, the existing contract between Client and Active.

Active hereby reserves the right to take additional exceptions to the terms, conditions or concepts in the RFP, if necessary, at a future date.

City of Laguna Niguel RFP Recreation Management Software Insurance Exceptions
ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this greement, and without limiting Consultant's indemnification obligation to City, consultant shall procure and maintain, at its sole cost and expense, in a form and conten satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5)-three (3) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate.

Paga 60
City of Laguna Niguel RFP Recreation Management Software (e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations. (f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein.

If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy.
(g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and all endorsements to, all required insurance policies, at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.
(b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five

City of Laguna Niguel RFP Recreation Management Software (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City. (c) Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section

5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties.

A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability and cyber insurer) for above policies, Consultant and any subcontractors are all
deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
(e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self-insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

City of Laguna Niguel RFP Recreation Management Software Attachments B, C, and D

Docusign Envelope ID: D4FCDF21-5756-44C2-A97D-84BCBB657A84

ATTACHMENT B - CERTIFICATION STATEMENT

CERTIFICATION STATEMENT
All Proposals must include this certification statement, signed by a duly constituted official legally authorized to bind Vendor to both its Proposal and cost schedule.

1. Vendor did not, in any way, collude, conspire or agree, directly or indirectly, with any person, firm, corporation or other Vendor in regard to the amount, terms, or conditions of this proposal.

2. Vendor additionally certifies that neither Vendor nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local government agency.

3. Vendor acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFP document or permitted by formal addenda are accepted by the City.

4. Vendor did not receive unauthorized information from any City staff member or City Councilman during the Proposal period except as provided for in the Request for Proposals or formal addenda issued by the City.

5. Vendor certifies that they do not discriminate in employment of any person because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background; and that they are in compliance with all Federal, State and local laws, directives and executive orders regarding nondiscrimination in employment.

6. Vendor hereby certifies that the information contained in the proposal and all accompanying documents is true and correct.
—Signed by:

Kevin Farmer August 28, 2024
Veridors Signature Date
Kevin Farmer Vice President of Sales
Print Name Title
City of Laguna Niguel, CA - RFP Recreation Management Software Page 46 of 48 Docusign Envelope ID: A21AB6E8-C3DE-4307-BD28-B50057728659

ATTACHMENT C - EX PARTE COMMUNICATIONS CERTIFICATION

EX PARTE COMMUNICATIONS CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

Statement One
I certify that Vendor and Vendor's representatives have not had any communication with a City Councilmember concerning the RFP for Recreation Management Software at any time after _August 15 _, 2024.
•Signed by:
kevin Farmer August 28, 2024
Vendors Signature Date
Kevin Farmer Vice President of Sales
Print Name Title
-OR-
Statement Two
I certify that the Vendor and Vendor's representatives have communicated after _ 2024, with a City Councilmember concerning the RFP for Recreation Management Software. A copy of all such communications is attached to this form for public distribution.

Vendor's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP Recreation Management Software Page 47 of 48

ATTACHMENT D - DISQUALIFICATION QUESTIONNAIRE

DISQUALIFICATION QUESTIONNAIRE
The Consultant shall complete the following questionnaire:

Has the Vendor, any officer of the Vendor, or any employee of the Vendor who has a proprietary interest in the Vendor ever been disqualified, removed, or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes No X
City of Laguna Niguel, CA - RFP Recreation Management Software Page 48 of 48 City of Laguna Niguel
Recreation Management Software
Request for Proposals (RFP)
Issued: August 15, 2024 Due: Friday, September 6, 2024, by 2:00 p.m. PST

COMMUNITY CENTER CROWN VALLEY

CITY OF LAGUNA NIGUEL
Administration Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
(949) 362-4384

REP OVERVIEW
RFP Title: Recreation Management Software
Scope of Service: See Section I-5 (Scope of Service)
RFP Submittal Information: Interested Vendors will submit:

1. Four (4) printed copies of your Proposal in a
sealed envelope or box and marked with the
RFP title by the RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the
City Contact or provided via cloud service
(Dropbox, Google Drive, OneDrive, etc.).

No faxed Proposals. Late Proposals will not be
accepted
Printed Submittal Location: Laguna Niguel City Hall
Administration Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
RFP Due Date: Friday, September 6, 2024, by 2:00 p.m. PST RFP Submittal Requirements: Your proposal must include the information and requirements described in Section Ill and the forms
included among Attachments B, C, and D of this RFP.

Proposals will be considered nonresponsive if the
proposal does not provide all the information
requested in Section III.

Prior to Award of Contract: The successful Vendor must submit a Certificate of Insurance and related endorsements that meet the
City's criteria as described in the draft Agreement
(Attachment A).

RFP Questions: RFP questions must be submitted in the form of an email with the RFP title in the subject heading. The
deadline to submit questions is August 26, 2024, by
5:00 p.m. PST. Questions should be addressed to the
City Contact.

City Contact: Kevin O'Connor
Management Assistant
Phone: (949) 362-4384
Email: ko'[email protected]
City of Laguna Niguel, CA - RFP Recreation Management Software Page 2 of 48 Table of Contents
Proposal Instructions.. .5
Section I - Project Information.. ...6
I-1. Project Information. 6
I-2. City Background 6
I-3. Definitions 6
1-4. Project Goals and Project Deliverables.. 7
I-5. Scope of Services 7
Section II - RFP Process. ..13
II-1. RFP Timeline... ..13
II-2. RFP Questions and Responses 13
II-3. RFP Due Date and Opening. ..14
II-4. RFP Evaluation Process . ..14
II-5. Request for Council Action. ..15
Il-6. Interviews .. 15
II-7. Award and Execution of Professional Services Agreement. ..15 II-8. Insurance & W-9 .. ...16
II-9. Acceptance of Agreements and Terms... ...16
II-10. Kickoff Meeting.. ...17
Section III - Proposal Forms and Content.. ...17
III-1. General Information 17
III-2. Proposal Submission Requirements and Response Format. 17 III-3. Letter of Transmittal ..18
III-4. Project Team and Company Profile 18
IlI-5. Implementation Plan.. ..18
III-6. Technical Support and Security...... 19
III-7. Cost Proposal ..19
III-8. Other Information. ...20
Section IV - Evaluation and Selection of Proposal. ....20 IV-1. Clarifications. ...20
IV-2. Proposal Evaluation and Selection ...20
IV-3. Single or Multiple Contracts ...20
IV-4. Interviews, Reference Checks, Discussion ....20
City of Laguna Niguel, CA - RFP Recreation Management Software Page 3 of 48 Section V - General RFP Information.. ...21
V-1. Public Records. ...21
V-2. Cancellations.. ..21
V-3. Late Proposals ...21
V-4. Disputes .22
V-5. Protests ..22
V-6. Vendor Certifications... ...22
V-7. Nondiscrimination ..23
V-8. Proposed Liability. ...23
V-9. Requests for Clarification, Additional Research, and Revisions ...23 V10. Rejection of Proposals. ...24
V-11. Modification or Withdrawal of Proposal by Vendor. ...24 V-12. Duration of Proposal • LS
V-13. Local, State, and Federal Requirements... ...25
V-14. Conflicts of Interest. ..25
Attachment A - Sample Professional Services Agreement ...26 Attachment B - Certification Statement........ ...46
Attachment C- Ex Parte Communications Certification... ...47 Attachment D - Disqualification Questionnaire. ...48
City of Laguna Niguel, CA - RFP Recreation Management Software Page 4 of 48

PROPOSAL INSTRUCTIONS
Purpose: The City of Laguna Niguel ("City") is requesting proposals from qualified firms ("Vendors") to provide the City with integrated recreation management software. The selected Vendor shall install and set up the application and shall provide training and support to City personnel with the implementation, use, and reporting functions of the software.

2. Contract Term: The initial contract term shall be for a period of five (5) years, effective from the date of the award. The City reserves the right to cancel this Agreement at any time if services rendered are unsatisfactory. The City also reserves the right to extend the term of this contract for five (5) additional one (1) year extensions subject to satisfactory negotiation of terms and the annual availability of an appropriation. Notice of extensions will be made no later than ninety (90) days from the end date of the term.

3. Examining of Proposal Documents: The submission of a proposal shall be deemed a representation and certification of the Vendor:
(a) Has carefully read and fully understands the information provided by the City to serve as the basis for submission of this proposal;
(b) Is capable and has the capacity to successfully undertake and complete the responsibilities and obligations of the submitted proposal; (c) Is acknowledging all information contained in the proposal is true and correct; (d) Did not, in any way, collude; conspire to agree, directly or indirectly, with any person, firm, corporation or other Vendor regarding the amount, terms or conditions of this proposal;
(e) Is acknowledging the City has the right to make any inquiry it deems appropriate to substantiate or supplement the information supplied by Vendor, and Vendor hereby grants the City permission to make these inquiries and will provide documentation requested in a timely manner;
(f) Is acknowledging no request for modification of the proposal shall be considered after submission on grounds the Vendor was not fully informed of any fact or condition.

Availability of the RFP Document: The RFP document is available at www.cityoflagunaniguel.org/bids. The City is not responsible for the accuracy or completeness of RFP documents or information obtained from any source other than www.cityoflagunaniguel.org/bids.

RFP Schedule: The City reserves the right to modify this RFP Schedule as needed and will issue an addendum if the schedule is modified. The anticipated schedule for proposal review and contract award is outlined in Section II-1 of this document.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 5 of 48

SECTION I - PROJECT INFORMATION
I-1. PROJECT INTRODUCTION
The City of Laguna Niguel ("City") is requesting proposals from qualified firms ("Vendors") to provide the City with integrated recreation management software. The selected Vendor shall install and set up the application and shall provide training and support to City personnel with the implementation, use, and reporting functions of the software.

I-2. CITY BACKGROUND
The City was incorporated on December 1, 1989, and serves an area of approximately 14.8 square miles in South Orange County, with a current population of 64,702. The City is a general law city that operates under the council/manager form of government, with 66 budgeted full- time employees. The City is organized into five functions: general government, public safety, community development, public works, and parks and recreation. Public safety is contracted with the Orange County Sheriff's Department and Orange County Fire Authority. The City's fiscal year begins on July 1 and ends on June 30. The City's adopted operating budget for Fiscal Year 2024-2025 is approximately $ 54.1 million, with a capital improvement budget of approximately $10.1 million.

The Parks and Recreation Department has an annual operating budget of $4,544,927 and is operated by eighteen (18) full-time staff members and up to 70 part-time staff members during peak months. The Parks and Recreation Department operates three facilities: the Crown Valley Community Center/Aquatics Center, the Sea Country Senior and Community Center, and the Laguna Niguel Skate Park. The Parks and Recreation Department manages approximately 9,300 total program registrations, 5,800 facility bookings, and more than 44,000 transactions within the memberships of its current recreation management software (ACTIVENet) each year. The City offers approximately 500 contract classes each year.

I-3. DEFINITIONS
The following provides clarification of the terms frequently referred to in this document:

Agreement: A document with specific requirements and terms between the City and the Vendor creating a legal relationship for consideration.

City: The City of Laguna Niguel.

Department: The City of Laguna Niguel's Parks and Recreation Department.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 6 of 48 Project: All services related to the complete implementation of the recreation management software.

Proposal: A formal response to the City's solicitation for this project.

Proposer: A company, firm or partnership submitting a proposal in response to this request for proposals.

RFP: A request for proposal (RFP) is a document and solicitation process of the City seeking a formal business proposal from companies or firms.

Shall: A mandatory requirement.

Vendor: A company, firm or partnership offering products and services in response to this RFP.

I-4. PROJECT GOALS AND DELIVERABLES
The Project shall be implemented and delivered by a qualified, responsive, and detail-oriented Vendor with experience serving other municipal agencies. The Project will provide the City with an integrated suite of recreation software applications to address and fulfill the needs of its Parks and Recreation Department.

At a minimum, the software must adequately address the City's needs for onsite and online program registration, facility reservations, memberships, point of sale, ticketing, volunteer and contract instructor management, marketing, and to provide customizable reports for programs, reservations, and other data captured by the software. The City's equipment, hardware, and software must remain Payment Card Industry (PCI) compliant for payment processing.

The Project and Proposal shall include an implementation plan, methodology, and the timelines required to implement the software solution by January 1, 2025. The scope must include all necessary services, support, and training necessary to implement the selected software application.

I-5. SCOPE OF SERVICES

1. PURPOSE
The City of Laguna Niguel ("City") is requesting proposals from qualified firms ("Vendor) to provide the City with a recreation management software package. The City is interested in an integrated suite of recreation software applications to address and fulfill the needs of its Parks and Recreation Department today, with a software package capable of growing with and meeting the changing needs of the City into the future. The City will City of Laguna Niguel, CA - RFP Recreation Management Software Page 7 of 48 identify and select the proposal from the most qualified and responsive Vendor, with the software package ("Software") that best meets the City's needs and requirements.

The Software must address the City's needs for program registration, facility reservations, memberships, after-school classes, camps, aquatics, senior services, point of sale, ticketing, volunteer management, marketing, and provide customizable reporting for programs, reservations, and other data captured by the software. Upon implementation, the City's computers, auxiliary and peripheral equipment, and the selected Software must remain PCI compliant for processing payments. The scope of service must include all necessary services, support, proprietary equipment/hardware, and training necessary to implement the Software.

The objectives for this project shall:
- Implement a recreation management software to meet all key components of the City's existing software, currently provided by ACTIVENet;
- Enhance the customer service experience while continuing to offer customers flexibility with the processing of activity registrations and facility reservations; - Provide integration between applications and other software systems in use by the City (e.g., Tyler Technologies' ERP Pro 10, etc.);
- Improve system users' ability to interact and to communicate with the City; - Provide customers with an intuitive online portal for all their recreation needs; - Improve operational efficiencies with the latest technology, including biometrics for membership tracking, mobile applications, and mobile payments; - Utilize mobile scanning, ticketing, and rosters (classes, leagues, point of sale); - Improve online facility scheduling for customers;
- Improve demographic reporting;
- Utilize marketing tools and enhance the outbound customer communications; - Provide ease of use and access to customized reporting;

2. PROJECT BACKGROUND
The City of Laguna Niguel Parks and Recreation Department utilizes a parks and recreation management software to support its operations, services, and programs. The City is assessing its needs with this RFP to determine if other products will provide improved customer service, flexibility, capacity, and response in meeting both current needs and future needs of the organization and community.

The City offers a broad range of recreation programs and services for its community. The programs and services provided by the Parks and Recreation Department (Department) are summarized below:
- Program Registrations (for camps, classes, events, and recreation services); - Facility and Room Reservations;
City of Laguna Niguel, CA - RFP Recreation Management Software Page 8 of 48 - Contract Classes (program registration and instructor payments); - Athletics (field and court reservations, sports programs); - Aquatics (pool reservations, memberships, lessons, point of sale); - Seniors (memberships, classes, rentals, point-of-sale, transportation); - Special Events;
- Accounting (registration and reservation sales, donations); and - Film and Photography Permits
The Department uses the recreation management software to manage its daily activities.

Software modules used include program registration and maintenance, online registration for classes and memberships, facility reservations and maintenance, point of sale, membership access to facilities and programs, scheduled payments, catalog export, custom reports, and database management.

Key software stakeholders include the following City programs:
- Athletic Fields, Courts, and Facilities
- Aquatics Center
- Contract Classes
- Community Centers
- Facility Reservations
- Inclusive Programs
- Youth Development
- Teen Programs
- Botanical Preserve, Trails, and Open Space
- Seniors
- Special Events

3. PROJECT SCOPE
The City is interested in an "off-the-shelf" software package to address its needs and the daily transactions performed by the Department. An acceptable solution will provide the functionality to meet the following recreation management software needs:
- Activity Registration
- Customer Management
- Facility Bookings and Reservations
- Memberships
City of Laguna Niguel, CA - RFP Recreation Management Software Page 9 of 48 - Contract Instructor Management
- Volunteer Management
- Ticketing
- Marketing and Outreach
- Payments and Refunds
- Point of Sale
- Reporting
Proposals shall provide a software solution that meets the key areas above and must address all of the requirements outlined throughout this document.

Proposals shall identify any specific hardware requirements for the proposed software applications. These may include point of sale devices, card printers and readers, biometric devices, etc.

Proposals shall provide the implementation methodology and timelines required to implement the proposed software solution by January 1, 2025. The implementation methodology should include, at a minimum, the following tasks:
- Project Management Services
- Implementation Planning and Sample Project Plan
- Transition Plan to New Software
- Software Installation, if applicable
- Initial Training of Project Team
- Software Configuration
- Data Migration and Integration Plan
- Software Integration with Tyler Technologies' ERP Pro 10 (accounting system) - System Testing Plan
- Training Plan
- Final Deployment and Go Live Support

4. PROJECT AND SOFTWARE REQUIREMENTS
The City desires a cloud-based software application hosted by the Vendor. The Software shall be supported by all major web browsers and shall be mobile responsive. The system must allow for an unlimited number of users licensed to use the software at any given time. This Project may require the Vendor to offer demonstrations, trainer site access, City of Laguna Niguel, CA - RFP Recreation Management Software Page 10 of 48 and/or a sandbox environment to City staff, showing how the software meets the needs outlined in this document.

Program Registration
Participants may register for classes online or in-person. The Software shall collect participant registration data for a wide variety of classes, programs and services. The Software shall be user-friendly and accessible on all computers, phones, and tablets. The system will provide program rosters, payment records, attendance records, liability waivers, and activity reports. Reports shall be available in pof and in tabular formats. The Software shall export a catalog in a tabular format, including activity links for the Laguna Niguel Recreation Brochure for ease of online registration and digital access. The Software shall provide access for class instructors to view and print class rosters, email participants, print labels, and enter attendance online.

Facility Reservations
The Software shall provide an intuitive solution for reserving facilities for events, meetings, programs, and maintenance. The Software's function for facility reservation shall include user-friendly processes for payments, refunds, security deposits, waivers, and reports.

Search functions and reporting shall be available for daily, weekly, and annual scheduling based on facility and allow for viewing multiple centers, rooms, or facilities. A calendar view or format is highly preferred.

Memberships and Passes
Software shall provide solutions to address the Department's needs for memberships, passes, and ID cards. The City's existing operations utilize memberships, passes, and ID cards for the Aquatics Center, Senior Center, and Skate Park facilities. Tracking, payments, reporting, and waivers shall be managed through this function. The system shall include a card design function to create these ID and membership cards with unique bar codes, QR codes, and/or other scannable features. The system should include digital or wallet memberships that may be shared digitally with or emailed to participants. The system should accommodate hardware to print cards and for scanning ID's and membership cards.

Financial Tracking and Accounting
The Software shall provide internal financial reporting, tracking, and accounting and shall be set up and integrated with the City's accounting software. This is required for all transactions related to revenue from activities, rentals, and facility reservations. Financial functions are relied upon for ledger data exporting, instructor payments, refund processing, and instructor revenue tracking. The system shall provide solutions to create and/or customize templates for exports based on customer, instructor and/or facility criteria.

Reports must allow for exports based on contract instructor percentages and the specific activity fee(s).

City of Laguna Niguel, CA - RFP Recreation Management Software Page 11 of 48 Point of Sale (POS)
The Software shall provide a POS system to accept payments at multiple locations. This system shall include cash register functionality and processing. This function is used for activity registration, passes, memberships, and payments at the City's community centers and other remote locations as identified in this RFP.

Credit Card Processing
The City requires a secure solution for processing credit card payments. The City accepts credit card payments online and in-person. This process must include up-to-date credit card readers and hardware integrated into the point of sale and financial functions of the Software. Essential functions include refunds directly back to credit cards. Credit card transaction fees must be at market rates and clearly outlined in the Proposal on when and how those fees are charged.

Customer Database, Communication and Marketing
The Software shall provide a customer management and reporting function for marketing, broadcasts, and alerts. Customers shall have access to schedules for individuals and family members in a daily, weekly and monthly format. Customers shall have access to view historical and current records for registrations, reservations, transactions, receipts, waivers and access to modify information of family members.

The Software shall provide a streamlined process for customer sorting and search functions to assist with merging and cleanup of accounts. The Department utilizes customer lists for marketing purposes through email and SMS messaging. An email message or alert function in a modern marketing format is required. Access to reports is required for program registrations, reservations, memberships, point-of-sale, statistics, and data tracking.

Online Liability Waivers, Releases, and Digital Signatures The Software shall provide digital processing of liability waivers and electronic signatures.

These digital waivers shall be included and integral in the registration and reservation process. The system shall archive these documents electronically while allowing for user- friendly search and retrieval of these signed waivers. The data must be accessible for the timeframe outlined by the City's document retention policy.

Software Training
The proposal shall include an outline and summary of the recommended comprehensive training plan for City employees to ensure the software may be fully utilized to meet the needs of the Department.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 12 of 48 Americans with Disabilities Act (ADA)
The software shall be ADA-compliant and shall remain compliant with all future ADA requirements and regulations.

Software Reporting
The City generates a variety of reports for its operation. Software shall provide standard reports and solutions to create customizable reporting functions for all activities, facilities, participants, revenue, and data collected by the system.

SECTION || - RFP PROCESS
II-1. RFP TIMELINE
The following is the anticipated Timeline for the RFP. The Timeline is subject to change if additional time is needed. Any Timeline change will be communicated with an RFP Addendum.

MILESTONE DATE
RFP Issued Thursday, August 15, 2024
Due date for RFP Questions Monday, August 26, 2024, by 5:00 p.m. PST Responses Provided to RFP Questions On or before Friday, August 30, 2024 RFP Submittal ("RFP Due Date") Friday, September 6, 2024, by 2:00 p.m. PST *Interviews (Tentative) September 16-17, 2024
City Council Award of Contract Tuesday, October 1, 2024 Kick-off Meeting October 2024
Full Service Commencement Date January 2025
*Not all Vendors who submit a Proposal will be invited to an interview.

II-2. RFP QUESTIONS AND RESPONSES
Vendors interested in submitting a proposal are asked not to contact other City staff or City Council Members in connection with the RFP prior to the City Council Award of the Contract.

Please only submit questions pertaining to the RFP by email ko'[email protected] on or before August 26, 2024, by 5:00 p.m. PST. No questions will be accepted via phone. Once all questions are received, the City will summarize all questions and their responses in an addendum to the RFP. The addendum will be provided by 5:00 p.m. on August 30, 2024. The addendum will be posted to the City website at www.cityoflagunaniguel.org/bids.

In case additional clarifications need to be provided after August 30, 2024, and before the RFP Due Date, the City will post additional addenda to the City's website at www.cityoflagunaniquel.org/bids.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 13 of 48 Each Vendor is responsible for obtaining all addenda prior to submitting a proposal and shall acknowledge in its proposal the receipt of each addendum as part of its proposal. Failure of the Vendor to acknowledge receipt of all addenda as part of its proposal may result in rejection of its proposal.

II-3. RFP DUE DATE AND OPENING
Proposals are due on or before the RFP Due Date, September 6, 2024, by 2:00 p.m. PST.

Submitted Proposals will contain all elements described in Section III (Proposal Form and Content) of this RFP. Interested Vendors will submit the following:

1. Four (4) printed copies of your Proposal in a sealed envelope or box and marked with the RFP title by the RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the City Contact or provided via cloud service (Dropbox, Google Drive, OneDrive, etc.)
Proposals will be addressed to the City Contact:

City of Laguna Niguel (City Hall)
c/o Kevin O'Connor, Management Assistant
ko'[email protected]
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
It is the responsibility of the Vendors to ensure the proposal is received by the RFP Due Date.

Hand delivered Proposals are also accepted and will be received at the front desk on the second floor of City Hall. No faxed Proposals. Late proposals will not be accepted. No exceptions. The City will not publicly open or read proposals aloud.

II-4. RFP EVALUATION PROCESS
This RFP is not a formal bid process governed by formal bid rules typically associated with public projects. The evaluation and selection process are based upon consideration of a variety of factors, as described further in this document. Accordingly, the City reserves the right to waive technical errors, alter submission dates, issue subsequent requests for proposals, etc.

An Evaluation Committee comprised of City personnel will review and score all proposals based on the Evaluation Criteria stated below. The selection will be made based on the recommendation of the Evaluation Committee and will be presented to the City Council for approval to award and execute an agreement. The individual rating and/or evaluation forms prepared by the Evaluation Committee members will not be revealed; however, a summary of the evaluation results will be presented to the City Council.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 14 of 48 During the evaluation process, at its discretion, the Committee may request any one or all Vendors to make oral presentations by participating in an interview. Such presentations will provide Vendors with an opportunity to answer any questions the Committee may have on their qualifications and proposal. Not all Vendors will be asked to make such oral presentations. The City may also request the presence of the Vendor's principal-in-charge if necessary.

The City of Laguna Niguel will review and evaluate the proposals based on the following factors to select the most qualified Vendor:
a) Software Functionality
b) Firm Qualifications and Experience
c) Implementation Plan
d) Cost Proposal
e) Technical Support and Data Security
f) Interview (if necessary)
II-5. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the City's Evaluation Committee, the City will recommend a Vendor for award at a City Council Meeting. The selected Vendor will enter into an agreement with the City based on the contents of the RFP and the Vendor's proposal. Vendors not chosen will be informed following the City Council Meeting.

II-6. INTERVIEWS
The City may elect to conduct interviews as part of the RFP evaluation process. If the City elects to conduct interviews, they will be held either in person or via video conference. The City will provide as much advance notice as possible to selected Vendors chosen to participate in the interview process.

Note: Not all Vendors that submit a Proposal will be invited to an interview.

II-7. AWARD AND EXECUTION OF PROFESSIONAL SERVICES AGREEMENT The successful Vendor will be required to enter into a Professional Services Agreement with the City. For reference, the City's current Professional Services Agreement template is included within this RFP (Attachment A). The term of the Agreement will begin once the Agreement is fully executed and when a W-9, a certificate of insurance, and related insurance endorsements meeting the City's requirements have been received and approved.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 15 of 48 In addition to indemnification and hold harmless language, the agreement must include all insurance requirements included in Attachment A. Please note that the City is additionally requiring Cyber Liability insurance in an amount of not less than $1,000,000 per occurrence, and $2,000,000 aggregate.

Coverage may be provided as part of Commercial General Liability coverage (GL), Professional Liability coverage (PL), or a separate policy. If coverage is provided as part of a GL or PL policy, the Service Provider must provide written confirmation of coverage and per occurrence limits from the Service Provider's insurer or insurance agent/broker with a required endorsement and a 30-day notice of cancellation.

The insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the insurance requirements unless the Proposer includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the terms of the RFP and/or insurance requirements. The City reserves the right to reject any Proposers) exceptions or proposed revisions to the RFP and/or insurance requirements.

II-8. INSURANCE & W-9 REQUIREMENTS
Upon the recommendation of contract award, Vendor will be required to submit the following documents within ten (10) business days of City notification, unless otherwise specified in the solicitation:

1. Insurance - City requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) or proof of legal self-insurance on file with the City.

Within ten (10) business days of contract award, the selected Vendor must furnish the City with the Certificate of Insurance proving coverage as specified in the sample contract. A valid Certificate of Insurance shall be on file with the City at all times, and the Vendor shall provide updated Certificates as necessary, prior to expiration.

2. W-9 - Current signed form W-9 (Taxpayer Identification Number & Certification), which includes Vendor's legal business name(s).

II-9. ACCEPTANCE OF AGREEMENT AND TERMS
After the City Council awards the Contract, the City will work to fully execute the Professional Services Agreement (Attachment A). This Contract shall include a period of five (5) years from the date of the award, subject to renewal by five (5) additional one-year periods.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 16 of 48 11-10. KICKOFF MEETING
After the Agreement is fully executed, the City will schedule a kick-off meeting with the selected Vendor of the recreation management software to discuss the implementation plan and next steps for the project.

SECTION III - PROPOSAL FORMS AND CONTENT
III-1. GENERAL INFORMATION
The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the Vendor's acceptance of the conditions contained in this RFP unless clearly and specifically noted in the proposal submitted and confirmed in the agreement between the City and the Vendor.

The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City. Any Vendor may withdraw their proposal, without obligation, at any time prior to the RFP Due Date. A withdrawal will not be effective unless made in writing to the City Contact prior to the RFP Due Date. Proposals may later be referred to the City Council for appropriate action.

Proposals must be valid for a minimum of 90 days from the September 6, 2024, RFP Submittal date.

III-2. PROPOSAL SUBMISSION REQUIREMENTS AND RESPONSE FORMAT Vendor shall prepare a well-organized and concise written proposal. Emphasis should be on completeness, clarity of content, and cost-effectiveness of the proposal. Proposals shall include all forms and information requested in Sections Ill and VI.

To be considered, Vendor must submit a complete response to this RFP, including the following mandatory information and/or requirements in the order below and the forms/format provided in Section III and Attachment B, C, and D. Failure to provide any of the information requested below may be cause for the proposal to be considered nonresponsive. a) Letter of Transmittal
b) Project Team and Company Profile
c) Implementation Plan
d) Support and Security
e) Cost Proposal
f) Certification Statement - Attachment B
City of Laguna Niguel, CA - RFP Recreation Management Software Page 17 of 48 g) Ex Parte Communications Certification - Attachment C h) Disqualification Questionnaire - Attachment D
i) Other Information
Proposal guidelines and requirements are described in more detail below in Section III.

III-3. LETTER OF TRANSMITTAL
Proposals shall include a cover letter addressed to the City Contact and signed by a duly constituted official legally authorized to bind the Vendor to both its proposal and cost schedule.

The cover letter must include the name, address, phone number, and email address of the Vendor's main point of contact (to whom the City should direct correspondence) regarding the specifics of the proposal. The main point of contact can be different from the Vendor's program manager.

III-4. PROJECT TEAM AND COMPANY PROFILE
Proposals shall include an overview of the Project Team, including its Project Manager and key personnel. Submit resumes or other information describing the experience and qualifications of the Team.

Proposals shall include a company profile, introduction, and a brief history of the firm. Describe your company's major software product lines and services. A summary shall be provided of at least three (3) similar projects. Note: The focus should be on recent and local project experience relevant to this RFP and Scope of Service.

Proposals shall provide at least three (3) recent clients (preferably municipal agencies) for whom the Vendor has provided services within the last five (5) years similar to the Scope of Services described within this RFP. Include the agency/client, location, type of work, contact information, and other relevant information to allow detailed reference checks. Vendors are responsible for notifying references that the City may be contacting them and for providing any waivers or releases the reference requires prior to submitting a proposal.

III-5. IMPLEMENTATION PLAN
Proposals shall include an Implementation Plan, which includes, but is not limited to the following:
a) Sample Project Plan
b) Transition Plan from the City of Laguna Niguel's current software c) Data Migration and Integration Plan
d) Training Plan
e) System Testing
f) Final Deployment and Go-Live Support
City of Laguna Niguel, CA - RFP Recreation Management Software Page 18 of 48 III-6. TECHNICAL SUPPORT AND SECURITY
All proposals shall describe the company's security process and its hosting environment.

Proposals shall include information regarding the company's services in responding to emergency and non-emergency software support. Information shall also overview product releases, enhancements, and upgrade processes. Proposals shall include system or security breaches within the past five years, which may have compromised customer information.

IIII-7. COST PROPOSAL
Provide the financial terms and a cost proposal for the implementation of the recreation management software as described in the Scope of Service of this RFP. Please include the following in the cost proposal and financial terms of your proposal.

Cost Proposal shall include all first-year one-time training and implementation fees, including:
- Recreation Management Software;
- Detail of the recommended training (days/hours, in-person or virtual); - Indicate if travel is included or a separate cost for on-site training; - Project Management days/hours;
- System Development/Data Migration and Integration days/hours; - Merchant Set-up; and
- Additional software products and functionality (included and optional).

Cost Proposal shall include all annual costs and fees, including:
- Ongoing annual fees for hosting, maintenance, and support after the initial contract term; - Pricing must be lump sum and all-inclusive except for optional enhancements, if applicable please explain in your cost proposal;
- Pricing to use a Vendor-provided credit card processing gateway; and - Pricing to use an alternative credit card processing gateway that is not Vendor-provided.

Software System and Maintenance Fees 5-year contract: *Example dates are included below. Actual training, data movement, and implementation dates will depend on many factors.

July 1, 2025 - June 30, 2026 $
July 1, 2026 - June 30, 2027
July 1, 2027 - June 30, 2028 $
July 1, 2028 - June 30, 2029 $
July 1, 2029 - June 30, 2030 $
Contract Total Cost: $
Please explain any additional fees.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 19 of 48 III-8. OTHER INFORMATION
Provide additional information necessary to help the City's review team evaluate your software and proposal and compare it with the proposal(s) submitted by other Vendors).

SECTION IV - EVALUATION/SELECTION OF PROPOSALS
IV-1. CLARIFICATIONS
The City reserves the right to seek written clarification of each proposal submitted. The City also reserves the right to require presentations, demonstrations and other evidence of the functionality and capabilities of the proposed software prior to selection.

IV-2. PROPOSAL EVALUATION AND SELECTION
The City will select a Vendor based on the evaluation of the submitted proposals. The City reserves the right to request a Best and Final Offer (BAFO) from the top-ranked Vendors. The City will recommend the award of the contract to the highest-ranked and responsive Vendor.

The City may reject any Proposal in which a Vendor's approach, qualifications, or price is not considered acceptable by the City. An unacceptable Proposal is one that would have to be substantially rewritten to make it acceptable.

IV-3. SINGLE OR MULTIPLE CONTRACTS
The City will award only one Vendor to provide the services described in the Scope of Service of this RFP (Section I-5). If multiple Vendors desire to work together, one Vendor will enter a contract with the City and agree upon a method of compensation with the other Vendors) (i.e., Sub-Contractors)), separate from the City. Any other Sub-Contractors) will be held to the same professional standards as the awarded Vendor, and the City shall have the first right of refusal for approval or denial of such other Sub-Contractors). The awarded Vendor shall notify the City in writing of any other Sub-Contractors) prior to any effective date of commencement.

IV-4. INTERVIEWS, REFERENCE CHECKS, DISCUSSION
Following the initial review of Proposals, Vendors may be invited to participate in an interview.

If conducted, interviews will be via video conference or in person. The individual(s) from the Vendor's firm or entity that will be directly responsible for carrying out the contract, if awarded, shall be present at the interview.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 20 of 48 In addition to conducting interviews, the City may, during this stage of the evaluation process, also contact and evaluate the Vendor's references, contact any Vendor to clarify any response or request revised or additional information, solicit information from any available source concerning any aspect of a Proposal, and seek and review any other information deemed pertinent to the evaluation process.

Selection for award is contingent upon the successful negotiation of final contract terms.

Negotiations shall be confidential and not subject to disclosure to competing Vendors unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may terminate negotiations and commence negotiations with the next highest scoring Vendor, or withdraw the RFP.

SECTION V - GENERAL RFP INFORMATION
V-1. PUBLIC RECORDS
Responses to this RFP become the exclusive property of the City and are subject to the California Public Records Act. Those elements in each proposal which are trade secrets as that term is defined in California Civil Code section 3426. 1(d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL" "PROPRIETARY" may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records, including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. Vendors who indiscriminately identify all or most of their proposal as exempt from disclosure without justification may be deemed non-responsive.

In the event the City is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary" ", or "trade secret", the Vendor agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney's fees, if any action or liability arising under the Public Records Act.

V-2. CANCELLATIONS
The City reserves the right to cancel this RFP or the contract award at any time before execution of the contract by both parties if cancellation is deemed to be in the best interest of the City. In no event shall the City have any liability for the cancellation of a contract award.

V-3. LATE PROPOSALS
Proposals not received by the RFP Due Date will not be considered and will not be returned to the Vendor.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 21 of 48 V-4. DISPUTES
In case of any doubt or differences of opinion as to the items or services to be furnished hereunder or the interpretation of the provisions of this RFP, the decision of the City shall be final and binding upon all parties.

V-5. PROTESTS
Protest of the recommendation for proposals must be made immediately and in no event later than five (5) working days after the notice of recommendation for award.

V-6. VENDOR CERTIFICATIONS
By the act of submitting a Proposal in response to this RFP, the Vendor certifies:
a) The Vendor has carefully examined all RFP documents, including the draft Agreement (attached as Attachment A) and all addenda, and fully understands the intention of the RFP is to perform all tasks as described in the Scope of Service of this RFP and the proposal is made in accordance therewith. Except as otherwise noted as part of the proposal, the Vendor certifies that the Vendor is ready, willing, and able to comply with all terms of the attached Agreement.
b) Vendor is familiar with the condition and location of the work site and facilities. c) The proposal is based upon the requirements described in the RFP, without exception, unless clearly stated in the response.
d) Vendor accepts all terms of the City's Agreement and warrants the Vendor will fully meet all insurance requirements contained therein. If the Vendor wishes to amend or modify any terms of the Agreement, such amendment or modification must be stated in particularity in the Proposal. Proposed changes to the Agreement not stated at the time of proposal submission will not be considered. Changes stated will be considered but may not be agreed upon by the City for contract award. If the City does not agree with such noted changes, Vendor may withdraw the proposed change or the entire proposal, and the City may elect to award the contract to the next highest-ranked Vendor. e) Vendor certifies, and in the case of sole proprietorship, partnership, or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of Vendor's knowledge and belief, no elected official, employee, or person whose salary is payable, in whole or in part, by the City has a direct or indirect financial interest in the proposal or in the services to which it relates, or in any of the profits thereof, other than as fully described in the Vendor's response to this RFP.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 22 of 48 Vendor has examined all parts of the RFP, including all requirements and contract terms and conditions thereof, and if its proposal is accepted, Vendor shall accept the contract documents thereto, unless substantive changes are made in same without the approval of the Vendor.
g) Vendor, if an individual, is of lawful age; is the only one interested in this proposal; and no person, firm, or corporation other than that named has any interest in the proposal or in the proposed Agreement.
h) Vendor's experience is of high-quality in providing the types of services and duties as described within the Scope of Service (Section I-5).
i) Vendor shall also certify Vendor's state of residence.

V-7. NONDISCRIMINATION
By the act of submitting a proposal in response to this RFP, Vendor certifies, under penalty of perjury, that the Vendor has not discriminated against minorities, women, or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining any required subcontracts.

V-8. PROPOSED LIABILITY
Vendors responding to this RFP do so solely at their expense, and the City is not responsible for any Vendor expenses associated with the RFP. By proposing, Vendor agrees that doing so is at their own risk, and the City shall have no liability related thereto. Finalists invited to participate in interview evaluations are responsible for scheduling and paying for their own travel arrangements (if applicable). The City is not liable for any cost incurred by a Vendor in protesting any portion of the RFP documents or the City's selection decision.

V-9. REQUESTS FOR CLARIFICATION, ADDITIONAL RESEARCH, AND REVISIONS The City reserves the right to obtain clarification of any portion of a proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a Vendor to timely respond to such a request for additional information or clarification may result in a finding that the Vendor is non-responsive and consequent rejection of the proposal.

The City may obtain information from any legal source for clarification of any proposal. The City need not inform the Vendor of any intent to perform additional research in this respect or of any information thereby received.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 23 of 48 The City may perform, at its sole option, investigations of any Vendor. Information may include, but shall not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public record and may be disclosed accordingly. The City reserves the right to request revisions of any proposal after the date and time due and before award for the purpose of obtaining best and final offers.

V-10. REJECTION OF PROPOSALS
The City reserves the right to reject any or all irregularities or omissions in proposals submitted in response to this RFP to the extent it is determined to be in the best interest of the City to do so. Furthermore, the City reserves the right to reject any or all proposals or portions thereof submitted in response to this RFP. Proposals may be rejected for one or more of the following reasons, including but not limited to:
a) Failure of the Vendor to adhere to one or more of the provisions established in the RFP. b) Failure of the Vendor to submit a proposal in the format specified herein.

C) Failure of the Vendor to submit a proposal within the time requirements established herein.
d) Failure of the Vendor to adhere to ethical and professional standards before, during, or following the proposal process.

The City may reject any proposal not in compliance with all prescribed public procurement procedures and requirements and may reject for good cause any or all proposals upon a finding by the City that it is in the public interest to do so. Rejected proposals are considered to be non-responsive.

V-11. MODIFICATION OR WITHDRAWAL OF PROPOSAL BY VENDOR
A proposal may not be modified, withdrawn, or canceled by the Vendor following the time and date the proposals are due (RFP Due Date). Proposals submitted early may be modified or withdrawn only by notice to the City at the proposal submittal location prior to the time and date the proposals are due. Such notice shall be submitted to the City Contact by email, sent by a duly authorized representative of the Vendor submitting the proposal. All such communication shall be worded so as not to reveal the contents of the original proposal. Withdrawn proposals may be resubmitted prior to the time and date the proposals are due, provided that they are then fully in conformance with the RFP.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 24 of 48 V-12. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm for a period of at least ninety (90) days from the time and date proposals are due. Proposals shall not be subject to future price escalation or changes of terms during the ninety (90) day period.

V-13. LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select a Vendor in accordance with California law and the City's municipal code. Selection of a Vendor under this process is not a guarantee of a contract award, nor is the award of a contract for any portion of the project a guarantee of award of a contract for any subsequent work. All work is subject to budgetary and funding constraints of the City.

The selected Vendor shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the work under the Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

V-14. CONFLICTS OF INTEREST
The Vendor warrants and represents that it presently has no interest and agrees that it will not acquire any interest, which would present a conflict of interest under California Government Code Sections 1090 et seq., or Sections 87100 et seq., during the performance of services under any Agreement awarded. The Vendor further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 25 of 48

ATTACHMENT A - SAMPLE PROFESSIONAL SERVICES AGREEMENT

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between CITY OF LAGUNA
NIGUEL, a California municipal corporation ("City") and ("Consultant). City and Consultant may be
a
referred to individually as "Party" or collectively as "Parties." In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Consultant's Proposal and City's RFP. Consultant's proposal or bid for this Agreement ("Consultant's Proposal"), dated
shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on August 15, 2024 City's Request for Proposals ("City's RFP"), which was responded to by Consultant's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Consultant's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's RFP (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its elected and appointed officers, employees, agents, City of Laguna Niguel, CA - RFP Recreation Management Software Page 26 of 48 designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

Additional Services and Compensation. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes to the work by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with both Section 9.4 as well as the Laguna Niguel Municipal Code, is first given by City to Consultant, incorporating therein any adjustment in the Contract Sum for the actual costs of the extra work and/or the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants.

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1.7 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total City of Laguna Niguel, CA - RFP Recreation Management Software Page 27 of 48 compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed Dollars ($
("Compensation Sum"), unless additional compensation is approved pursuant to Section

1.5. This Agreement includes a contingency amount equal to percent of the Compensation Sum ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed _ Dollars ($ ) ("Contract Sum"), unless
additional compensation is approved pursuant to Section 1.5. The Consultant shall obtain written approval from the City for any use of the Contingency Sum. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3.1 or otherwise), fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area for the applicable period of time. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Consultant at all project meetings increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

Invoices. Unless some other method of payment is specified in Exhibit B, Special Requirements, in any month in which Consultant wishes to receive payment, no City of Laguna Niguel, CA - RFP Recreation Management Software Page 28 of 48 later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections

7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

3.1 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, which shall be no later than , 2030. The
term of this Agreement may be extended administratively (with total cumulative extension no greater than five years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID-19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services City of Laguna Niguel, CA - RFP Recreation Management Software Page 29 of 48 for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is ([title, work phone number and work email]),
who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement.

Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Parks and Recreation Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not City of Laguna Niguel, CA - RFP Recreation Management Software Page 30 of 48 be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
(a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than City of Laguna Niguel, CA - RFP Recreation Management Software Page 31 of 48 $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.

Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement.

Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate.
(e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations. (f Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein.

If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; City of Laguna Niguel, CA - RFP Recreation Management Software Page 32 of 48 and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy.

Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.
(b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.

Additional Insureds. The commercial general liability policy provided for in Section 5.1(a) and the automobile liability policy provided for in Section

5.1(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties.

A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 33 of 48 (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
(e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary self-insured retentions must be declared to and approved by City. At City's option, either respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "Indemnitee" and collectively, "Indemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged City of Laguna Niguel, CA - RFP Recreation Management Software Page 34 of 48 acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "Indemnitor" and collectively, "Indemnitors") in connection with the performance of Consultant's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant.

Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of City of Laguna Niguel, CA - RFP Recreation Management Software Page 35 of 48 them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer.

City shall have access to such books and records in the event any audit is required.

Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Consultant shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 36 of 48

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City.

No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City.

Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall City of Laguna Niguel, CA - RFP Recreation Management Software Page 37 of 48 immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Consultant as well as to give entite datonsultants de paul shahist
legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (i) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the City of Laguna Niguel, CA - RFP Recreation Management Software Page 38 of 48 obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of City of Laguna Niguel, CA - RFP Recreation Management Software Page 39 of 48 any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Parks and Recreation Director at City of Laguna Niguel, 29751 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation. The terms of this Agreement shall be construed in City of Laguna Niguel, CA - RFP Recreation Management Software Page 40 of 48 accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (i) they are duly authorized to execute and deliver this Agreement on behalf of said Party, iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]
City of Laguna Niguel, CA - RFP Recreation Management Software Page 41 of 48 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,
CALIFORNIA:

Scott C. Smith, City Attorney
CONSULTANT:
, a
By:

Name:

Title:

By:_
Name:

Title:

Address:_
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY

BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.

City of Laguna Niguel, CA - REP Recreation Management Software Page 42 of 48

EXHIBIT A

SCOPE OF SERVICES
I. All work product is subject to review and acceptance by City, and must be revised by Vendor without additional charge to City until found satisfactory and accepted by City.

Vendor will perform services, described in Vendor's Proposal and City's RFP (refer to Section 1.2 of the Agreement for conflicts)
City of Laguna Niguel, CA - RFP Recreation Management Software Page 43 of 48

EXHIBIT C

SCHEDULE OF COMPENSATION
City will compensate Consultant for the services performed upon submission of a valid invoice, as described in the Agreement in Section 2.2.

II. The total compensation for the services shall not exceed the total of the Contract Sum, as provided in Section 2.1 of this Agreement.

III. Consultant will be compensated for services provided pursuant to this Agreement in accordance with description in Consultant's Proposal.

City of Laguna Niguel, CA - RFP Recreation Management Software Page 44 of 48

EXHIBIT D

SCHEDULE OF PERFORMANCE

1. Consultant shall perform all services and deliver all work products timely in accordance with the schedule described in Vendor's Proposal and City's RFP (refer to Section 1.2 of the Agreement for conflicts) City of Laguna Niguel, CA - RFP Recreation Management Software Page 45 of 48

ATTACHMENT B - CERTIFICATION STATEMENT

CERTIFICATION STATEMENT
All Proposals must include this certification statement, signed by a duly constituted official legally authorized to bind Vendor to both its Proposal and cost schedule.

1. Vendor did not, in any way, collude, conspire or agree, directly or indirectly, with any person, firm, corporation or other Vendor in regard to the amount, terms, or conditions of this proposal.

2. Vendor additionally certifies that neither Vendor nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local government agency.

3. Vendor acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFP document or permitted by formal addenda are accepted by the City.

4. Vendor did not receive unauthorized information from any City staff member or City Councilman during the Proposal period except as provided for in the Request for Proposals or formal addenda issued by the City.

5. Vendor certifies that they do not discriminate in employment of any person because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background; and that they are in compliance with all Federal, State and local laws, directives and executive orders regarding nondiscrimination in employment.

6. Vendor hereby certifies that the information contained in the proposal and all accompanying documents is true and correct.

Vendor's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP Recreation Management Software Page 46 of 48

ATTACHMENT C - EX PARTE COMMUNICATIONS CERTIFICATION

EX PARTE COMMUNICATIONS CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

Statement One
I certify that Vendor and Vendor's representatives have not had any communication with a City Councilmember concerning the RFP for Recreation Management Software at any time after
Vendor's Signature Date
Print Name Title
-OR-
Statement Two
I certify that the Vendor and Vendor's representatives have communicated after 2024, with a City Councilmember concerning the RFP for Recreation Management Software. A copy of all such communications is attached to this form for public distribution.

Vendor's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP Recreation Management Software Page 47 of 48

ATTACHMENT D- DISQUALIFICATION QUESTIONNAIRE

DISQUALIFICATION QUESTIONNAIRE
The Consultant shall complete the following questionnaire:

Has the Vendor, any officer of the Vendor, or any employee of the Vendor who has a proprietary interest in the Vendor ever been disqualified, removed, or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes_ No_
City of Laguna Niguel, CA - RFP Recreation Management Software Page 48 of 48

ATTACHMENT B
RFP Evaluation Summary

ATTACHMENT B

CITY OF LAGUNA NIGUEL

RFP EVALUATION SUMMARY
RATER ActiveNet Xplor RecTrac CivicRec SmartRec Daysmart Ed Crofts 460 415 412 452 400 415
Kaori Garcia 475 420 425 470 375 370
Jeff Kirby 475 415 420 465 400 405
AVERAGE SCORE 470 417 419 462 392 397

ATTACHMENT C
Product and Services Agreement with ACTIVE Network
Contract # 00135055

PRODUCT AND SERVICES AGREEMENT

CLIENT INFORMATION
ORGANIZATION FULL LEGAL LAGUNA NIGUEL- CITY OF ADDRESS: 29751 Crown Valley Parkway NAME: Laguna Niguel, CA 92677 United States
CONTACT NAME: Jonathon Harmon TELEPHONE: (949) 425-5108 EMAIL: [email protected]

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
3400 N. Central Expressway, Suite 300, Richardson, TX 75080 Telephone: (469) 291-0300
Version: 07/05/24
Contract # 00135055
Products and Services General Terms
Client's relationship with Active and Client's use of Active's products and services (including Client's licensing of Active's SaaS, Client's use of Services, and/or Client's purchase or leasing of Hardware) are subject to the terms and conditions set forth herein and are between Client and Active. Capitalized terms are defined in Section 7 below, unless otherwise defined within the body of this Agreement, the applicable Product Attachment, or Schedule. In order to use the Products, Client must first agree to this Agreement. Client represents and warrants that Client has the necessary and full right, power, authority, and capability to accept this Agreement, to bind Client's organization, and to perform Client's obligations hereunder. Client can accept this Agreement by: (a) clicking to accept or agree to this Agreement, where this option is made available to Client by Active in the user interface for any Product; (b) signing a document where a link to this Agreement appears in an order form, Schedule, or other document provided to Client by Active; (c) by signing this Agreement, if there is a designated area to sign; or (d) by actually using the Products. In the case of (d), Client understands and agrees that Active will treat Client's use of the Products as acceptance of this Agreement from that point onwards. Client may not use the Products and may not accept this Agreement if (i) Client is not of legal age to form a binding contract with Active, or (i) Client is a person barred from receiving the Products under the laws of the United States or other countries, including the country in which Client is a resident or from which Client uses the Products. Client may not use the Products if Client does not accept this Agreement. By accepting this Agreement, Client agrees as follows:

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 the 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. Incorporation of Exhibits. Exhibit A, Scope of Services and Exhibit B, Schedule of Compensation attached hereto are hereby incorporated herein and made part of this Agreement by reference. Further, the terms set forth in Exhibits A and B shall govern in the event of any conflict with the terms herein.

Client's use of any payment processing services hereunder will be subject to, and Client will comply with, this Agreement and an applicable Exhibit(s).

1.5. 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. Payment Terms. Unless otherwise specified in the Schedule, all amounts owed by Client that are not directly collected by Active are due from Client within thirty (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. If the Agreement Effective Date is on or before the fifteenth (15th) day of the month, Active will invoice Clients on the fifteenth (15th), or on the following business day when such date falls on a weekend day. If the Agreement Effective Date is after the fifteenth (15th) day of the month, Active will invoice Clients on the first (1st) day of the following month, or on the following business day when such date falls on a weekend day. Notwithstanding the foregoing, Active shall invoice Client for fifty percent (50%) of total Service costs at Service initiation. The remaining fifty percent (50%) of the total Service costs will be invoiced at Service completion. Past due fees will accrue interest at the lesser of the annual rate of ten percent (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.

2.2. Fees and Currency. Fees and currency, are specified in the applicable Schedule. Payment of fees is under no circumstances subject to, or conditioned upon, the delivery of future Products or functionality. Active shall have the right, once per calendar year, to increase the subscription fees by two percent (2%) and/or the transaction fees by four percent (4%) (the "Annual Fee Increase"), as applicable. In special circumstances, Active, in its sole discretion and upon thirty (30) days' written notice to Client (which may be sent by email), shall have the right to further increase the subscription fees and/or transaction fees on an annual basis by an additional amount the "Additional Increase") provided that the Annual Fee Increase and the Additional Increase cumulatively do not exceed five percent (5%) for subscription fees and/or twelve and a half percent (12.5%) for transaction fees.

2.3. Additional Payment Terms. If Active reasonably believes that a transaction by Client, licensee, or End User, as applicable, 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.

2.4. Credit Card Surcharging. All fees described in the applicable Schedule are in consideration of the Products 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.

2.5. Taxes. The prices stated in this Agreement do not include Taxes. Client is responsible for, and agrees to pay, any and all required Taxes which may be assessed on Client's invoices. 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 End Users or licensees in connection with 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, to the extent not prohibited by law, Client agrees to defend, indemnify, and hold Active harmless from all such Taxes and all costs and expenses related thereto. Active reserves the right to modify this section and apply all required Taxes to this Agreement upon providing a thirty (30) day written notice to Client in order to comply with applicable Version: 07/05/24 Page 1 of 7 General Terms
Contract # 00135055
laws. When Active is acting as the payment facilitator 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 five (5) business days' prior written notice, (a) require Client to send to Active Client's books and records related to its sales tax payments, and/or (b) visit Client's premises during Client's normal business hours to review Client's sales tax payments.

3. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION; CONFIDENTIALITY.

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 right, title, and interest in the Products, including the following: (i) all Intellectual Property embodied or associated with the Products, (i) 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 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 pursuant to this Agreement 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 (i) 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 disciosed 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; (i) 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 this Agreement and 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. Further, Client will: (o) not use the Products 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; (i) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; (i) 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: (p) not attempt to gain access to any systems or networks that connect to the Products except for the express purpose of using the Products for their intended use: (g) not engage in any activity that interferes with or disrupts the Products; and (r) not use the Products 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.

3.3. Enforcement. Client will (a) ensure that all Client 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. Active Indemnification. Active agrees to defend, settle, and pay damages (including reasonable attorneys' fees) ("Client Losses") relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) ("Claims) Against Client") against Client to the extent that such claim is based upon Active's proprietary Products (excluding Professional Services and 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; provided Client shall (i) promptly give Active written notice of the Claim Against Client; provided, however, that Client's failure to give or delay in giving such notice to Active shall not relieve Active of any liability it may have to Client except to the extent that Active demonstrates that the defense of such Claim Against Client is prejudiced thereby, (i) gives Active sole control of the defense and settlement of the Claim Against Client; provided that Active may not settle any Claim Against Client without Client's prior written consent unless such settlement includes a complete and final release of liability and Client Losses against Client and does not impose any obligations on Client, and (i) gives Active all reasonable assistance, at Active's expense.

3.5. Infringement. Active shall have no liability or obligation under Section 3.4 above or otherwise to the extent a Claim Against Client is based upon (i) use of the Products in combination with software or hardware not provided by or specified by Active in the Documentation, if infringement would have been avoided in the absence of such combination; (il) modifications of the Products made by any individual or entity other than Active or at Active's written direction; or (ii) use of the Products by Client or any User in a manner not expressly permitted by the Agreement. If Active has reason to believe that the Products may infringe or misappropriate any third party Intellectual Property right or otherwise give rise to an infringement or misappropriation Claim Against Client, Active may in its sole discretion and at no cost to Client (a) modify the Products so that they no longer infringe or misappropriate or (b) obtain a license for Client's continued use of that Products in accordance with this Agreement. If Active determines (a) and (b) above are not reasonably practicable, Active may (x) terminate Client's subscriptions for the Products, if applicable, or (y) terminate this Agreement, if Client is not using the Products on a subscription basis, upon thirty (30) days' written notice and Active will refund to Client any prepaid fees covering the remainder of the Term (as defined in the applicable Product Attachment) of the subscriptions). Active's defense and indemnification obligations in Section 3.4 above do not apply to the extent a Claim Against Client arises from Client's breach of this Agreement.

3.6. Client Indemnification. To the extent not prohibited by law, Client will defend Active, and hold Active and its Affiliates and their respective employees, directors successors and permitted assigns harmless, against any claim, action, regulatory action, demands, lawsuit or proceedings (whether threatened, asserted, or filed) made or brought against Active by a third party to the extent that such claim is based upon (a) any actual, alleged or anticipated breach by Client of this Agreement; (b) injury or death to a person or damage to property resulting from the participation in an Event (as defined in the applicable Product Attachment) operated by Client in connection with the Products; (c) Client's provision to Active of materials, products, or services as part of Client's obligations hereunder that infringe the Intellectua Property rights of any third party provided that such materials, products, or services are used by Active in accordance with the Agreement; (d) use or unauthorized disclosure of Participant Information by Client or other third parties to whom access is given to Participant Information as provided hereunder; (e) Client's use of the Products in violation of Section 3.2 (Restrictions) of these General Terms; and/or (f) any claims for refunds or chargeback requests from End Users ("Claims) Against Version: 07/05/24 Page 2 of 7 General Terms
Contract # 00135055
Active"). To the extent not prohibited by law, Client will indemnify Active from any damages, liabilities, losses, expenses, fines, penalties and/or judgments, attorney fees and costs finally awarded against Active as a result of, or for any amounts charged to Active, recoverable from Active and/or paid by Active under a Client and court-approved settlement of, a Claim Against Active ("Active Losses"); provided Active (i) promptly gives Client written notice of the Claim Against Active; provided, however, that Client shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Client's ability to defend the Claim Against Active; (i) gives Client sole control of the defense and settlement of the Claim Against Active (except that Client may not settle any Claim Against Active unless it unconditionally releases Active of all liability, and ill) gives Client all reasonable assistance, at Client's expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Active arises from Active's breach of this Agreement.

3.7. Sole Remedy. This "Mutual Indemnification" Section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for a third-party claim that constitutes either a Claim Against Client or a Claim Against Active as described in this Section.

3.8. Definition of Confidential Information. During the Term (as defined in the applicable Product Attachment) of this Agreement and for a period of three (3) years after the expiration of or the termination of this Agreement each party acknowledges and agrees that "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client data; Confidential Information of Active includes the Products; and Confidential Information of each party, solely by way of illustration, and not in limitation, shall include the following information: the terms and conditions of this Agreement (including pricing), financial data, plans, forecasts, Intellectual Property, methodologies, as well as business and marketing plans, technology and technical information, product plans and designs, Client information, strategic analyses and business processes, in each instance disclosed by such Disclosing Party or any of its Representatives regarding it and its Affiliates. However, Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party: (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (i) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential

3.9. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (i) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its respective Affiliates' employees, officers, directors, agents, representatives and contractors, including, legal counsel, tax advisors and/or accountants who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with or are otherwise subject to enforceable obligations to the Receiving Party that contain protections no less stringent than those herein (collectively, "Representatives"). Neither party will disclose the terms of this Agreement to any third party other than its Representatives without the other party's prior written consent, provided that a party that makes any such disclosure to its Representatives will remain responsible for such Representatives compliance with this "Confidentiality" Section.

3.10. Required Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

4. DISCLAIMERS AND LIMITATION OF LIABILITY.

4.1. EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLIENT ACKNOWLEDGES AND AGREES 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 PRODUCTS, LOST DATA, LOSS OF USE OF

INFORMATION OR PRODUCTS, 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 100,000 US DOLLARS. NOTWITHSTANDING THE ABOVE, IF CLIENT RESIDES 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

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 CLIENT ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT Version: 07/05/24 Page 3 of 7 General Terms
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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 CLIENT'S 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 CLIENT 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 LESS ANY AMOUNTS

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 the Agreement shall be from January 1, 2025 to December 31, 2034 unless earlier terminated as provided herein.

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 thirty (30) days of being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a ten (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 thirty (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 this Agreement. 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. Except for the refund of prepaid fees set forth in Section 3.5 (Infringement), as applicable, 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.

5.3. Suspension. Active will be entitled to suspend any or all Products or deactivate Client's account, including suspending its performance and obligation to remit payments hereunder, upon ten (10) days' written notice to Client in the event Active reasonably believes that Client is in breach of this Agreement, Client's use of the Products 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. Further, Active, in its sole discretion, may terminate Client's password, accounts (or any part thereof), and/or Client's right to use the Products, and remove and discard any and all of Client's content within the Products, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Active, or if Active believes Client has violated or acted inconsistently with the letter or sprit of this Agreement. Client agrees that any termination of its use of the Products may be effected without prior notice, and acknowledges and agrees that Active may immediately deactivate or delete Client's account and all related content and files related to Client's account and/or bar any further access to such files or Products. Further, Client agrees that Active shall not be liable to Client or any third party for any termination of use of or access to the Products. All provisions of this Agreement that by their nature should survive termination of Client's right to use the Products shall survive (including, without limitation, all limitations of liability, releases, indemnification obligations, disclaimers of warranties and Intellectual Property protections and licenses).

6. GENERAL PROVISIONS.

6.1. 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.

6.2. Assignment. Active may assign this Agreement and any or all of its rights and obligations herein without Client's approval. Client may not resell, assign, or transfer any of its rights or obligations under this Agreement except as expressly provided herein, and any attempt to resell, assign, or transfer such rights or obligations without the prior written consent of Active will be null and void.

6.3. Change of Control. 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"). Client will provide written notice to Active of any proposed or completed Change of Control as soon as permissible and in any event within five (5) days of the public announcement or close of the transaction, whichever occurs first. Within the thirty 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 Version: 07/05/24 Page 4 of 7 General Terms
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to do business. Client agrees to require that the purchaser or assignee (as outlined in this Section 6.3) agree, in writing, to be bound by the terms and conditions of the Agreement and each applicable Schedule.

6.4. 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 (i) 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.

6.5. 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 three (3) days after deposited in the mail sent certified or registered.

6.6. 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.

6.7. 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.

6.8. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement for a period of 5 years following expiration of the Agreement: Sections 1, 2, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 4, 5.2, 6, and Z of these General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof.

6.9. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by both parties.

6.10. 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. 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.

6.11. 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

6.12. Governing Law and Venue. Except as set forth below, this Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof and as applicable under United States federal law. 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 Orange County, California. 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.. 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 If Client's principal place of business is in: The governing law is: The courts having exclusive jurisdiction are:

Province of British Columbia Province of British Columbia United Kingdom, Ireland, Germany, France, England England or Austria
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

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6.13 Order of Precedence.. 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 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. Further, Client agrees and acknowledges that it shall not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party, amend, alter, or contract away (or seek to amend, alter, or contract away) any of its rights, liabilities, or obligations under this Agreement through any means (including, but not limited to, through any waiver, contract, terms, or communication with End Users (individually and collectively, "Client Terms"). Client agrees and acknowledges that any such amendment, alteration, or contracting away of any such liabilities, or obligations under this Agreement shall be void, and of no force or effect. Active shall bear no liability or obligation to any End User under any Client Terms, and any provision of any Client Terms that is inconsistent with this Agreement, or that expressly, implicitly, or effectively imputes any liability or obligation upon Active to any End User or to any other third party shall be void, and of no force or effect.

6.14 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.

6.15 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.

6.16 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.

6.17 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

7. DEFINITIONS.
"Active" means Active Network, LLC, or, if Client's principal place of business is in Canada, The Active Network, Ltd., together with their Affiliates, with an office located at 3400 N. Central Expressway, Suite 300, Richardson, TX 75080. "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.
"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 Products, as updated by Active from time to time. "Effective Date" means the date of last signature on page one of this Agreement. "End Users" means users who register for, sign up, or otherwise use the Products in connection with the Events (as defined in the applicable Product Attachment). "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. "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 SaaS all as more particularly set out in the applicable Product Attachment and/or Schedule.

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"Participant Information" means certain information that Active collects from End Users, individuals, and/or licensees as part of the registration process for Events (as defined in the applicable Product Attachment).
"Preamble" means the first paragraph of these General Terms. "Products" means, collectively, SaaS, 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 Saas, training, project management, or 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.
"Support Services" means the provision of technical assistance for SaaS 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 that 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 Saa that are provided as part of Maintenance Services. Updates exclude Upgrades.

Ipgrades" means a new SaaS release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in th elease 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 product modules or functionality for which Active generally charges a separate fee. "User" means an individual who is authorized by Client to use the Products and to whom Client (or Active at Client's request) has supplied a user identification and password. Users may include employees, consultants, contractors and agents of Client, and third parties with which Client transacts business, but shall not include Client's End User.

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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 the Products 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 Products. 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 Products. Products 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 Products for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client's Events) solely in accordance with the Agreement and the Schedule, which for purposes hereof will include the support and maintenance handbook applicable to the Products (available for review in the Client portal), as may be updated from time to time, 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 (collectively, the "Marks"), in connection with the promotion of Client's organization or Events and the Products that Active provides.

2.2. Client will make reasonable efforts to promote and encourage the use and availability of the Products 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 Products 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. For clarity, if an Event occurs after this Agreement is terminated, other than for Active's uncured material breach, and registration for such Event begins during the Term of this Agreement, then Active Products shall be used. 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. Without limiting the foregoing, Client will not enter into any agreement, arrangement, or relationship with any other party that offers online registration or transaction processing services similar to the Products provided to Client hereunder.

2.3. Active may present commerce offers to users who register for, sign up, or otherwise use the Products 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.

3. PRIVACY AND DATA PROTECTION.

3.1 End User Personal Information. The Products are designed to enable Client to collect information from and about End Users. Information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular End User shall be referred to herein as "End User Personal Information." The Products process two forms of End User Personal Information:

3.2 End User Accounts. When an End User interacts with the Products for the first time, Active creates an account for that End User ("End User Account"). Active authenticates the End User in future interactions with the Products by requiring the End User to log in to their End User Account. Active maintains End User Accounts pursuant to the Terms of Use and Privacy Notice that Active displays to the End User when the End User creates the End User Account.

3.3 Participant Information. Client will have the ability to use the Products to collect a wide variety of End User Personal Information from authenticated End Users, including through the use of forms and features that enable the collection of images and other attachments ("Participant Information"). As between the Parties, Client is exclusively responsible for providing any notices, procuring any consents, and otherwise taking any steps that are necessary to ensure that Active's collection, storage, and processing of Participant Information on behalf of Client, as contemplated by this Agreement, is compliant with Data Protection Laws. For the purposes of this Product Attachment, "Data Protection Laws" means all local, state, federal and foreign privacy, security, marketing and consumer protection laws and regulations applicable to the processing of Participant Information. Active will process Participant Information solely for the purpose of providing the Products to Client, and as otherwise permitted by Data Protection Laws. Client agrees that it will process Participant Information at all times in compliance with Data Protection Laws, and that it will not use any Participant Information to communicate with any End User in a manner that violates the CAN-SPAM Act, the Canadian Anti-Spam Legislation, the Telephone Consumer Protection Act, or any other law or regulation applicable to Client's outreach to End Users via email or SMS. Client further agrees that Client will not permit any Affiliate or third party to access or process any Participant Information in a manner inconsistent with this Agreement, or in a manner which would cause Active's processing of such Participant Information, as contemplated by this Product Attachment, to violate Data Protection Laws. If Client is subject to a Data Protection Law that requires the Parties to enter into a Data Protection Addendum that includes terms supplemental to this Product Attachment, it is Client's obligation to notify Active of that requirement.

3.4 Data Retention. The Products are not designed to serve as a permanent system of record. During the Term, Active reserves the right to delete any Participant Information that has not been accessed or modified within a trailing period of five (5) years. At the conclusion of the Term, Active will: (i) convert all Participant Information to a backup format approximately thirty (30) days after the end of the Term; and (i) permanently delete all Participant Information approximately one (1) year after the end of the Term. If Client is subject to any legal obligation that would require Client to maintain any Participant Information for a longer period than those set forth in this Section 3.2, it is Client's responsibility to retrieve that Participant Information from the products and to store it in another format within the time periods allotted.

Notwithstanding anything else set forth in the Agreement or in this Product Attachment, Active shall not be in any way responsible for any negative consequences associated with Client's failure to adhere to the requirements set forth in this Section 3.2.

3.5 Prohibition on Certain Categories of Participant Information. The Products are customizable, meaning Client has the ability to choose what kinds of Participant Information Client will use the Products to collect. Client agrees, however, that Client will not use the Products to collect or otherwise process: i) any personal health information that is subiect to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its accompanying regulations, or any relevant amendments thereto; (i) any Participant Information from or about a minor, without procuring and documenting a prior consent that meets the requirements of any applicable Data Version: 07/05/24 Page 1 of 3 Recreation and Membership Management Product Attachment Contract # 00135055
Protection Laws, and maintaining such documentation for the duration of the Term; (i) any cardholder data subject to the Payment Card Industry Data Security Standard (*PCI-DSS"), or any other payment card or financial account information, except within pre-defined fields designed for that purpose; or (iii) any unredacted social security numbers or other similar government identifiers, except within pre-defined fields designed for that purpose. If Active discovers any violation of this Section 3.3 by Client, Active reserves the right to promptly and securely dispose of any prohibited Participant Information found within the Products.

3.6 User Accounts. Client is exclusively responsible for: (a) creating and defining under Client's account in the Products any logons or IDs for Client's Users of the Products; and (b) defining and maintaining at all times with respect to each such logon or ID the appropriate scope of the applicable User's authority and permission with respect to the use of the Products and the security controls, restrictions, and limitations that apply with respect to each such User and his or her use of the Products.

Client is solely and exclusively responsible for all access and use of the Products (and for any resulting activity or communications) by Client or its Users or that occurs through the use of any logon or ID established by or with respect to Client or any of its Users. Active shall not be liable or responsible for any activity, loss, or damage arising from any unauthorized access to or use of any such logons or IDs or resulting from any failure by Client or its system administrator to establish or assign an appropriate scope of authority or permission, or appropriate security controls, restrictions, or limitations, with respect to any given User, logon, or ID. Client shall immediately notify Active of any known or suspected unauthorized access to or use of Client's account, or of any logons or IDs established or assigned with respect to Client or its Users, of which Client becomes aware.

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 payment facilitator 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.

4.2. If applicable, any minimum volume commitment will be set forth in the applicable Schedule. The minimum volume calculation will begin on the date of the first live operational use of the Products for the Events) "Go-Live Date"). If the Schedule indicates that Client is paying on a subscription basis, Client will be invoiced for the first month of subscription fees upon the Go-Live Date, with subsequent subscription fees being invoiced monthly.

4.3. If (a) there are any overdue or overage 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.

4.4. In the event Client is entering into this Product Attachment and using the Products 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 Sections 3 and 4 of the General Terms 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, to the extent not prohibited by law, 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.

4.5. 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 applicabie) 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.

4.6. Client hereby authorizes and appoints Active as its limited agent to initiate payment card and ACH credit or debit entries to and from Client's bank account.

Payment by Receiver (in the case of ACH entries) or card networks (in the case of Payment Card transactions) to Active is considered the same as payment made directly to Client. Client, upon receipt of funds by Active, must (1) provide the purchased goods or services to the End User, or (2) credit the End User for the full amount of funds received by Active, which credit is not revocable by Client, and evidence this credit in writing in a form capable of being retained for future reference.

For transactions involving goods or services, Client must provide the purchased goods and services as agreed to between Client and End User, regardless of whether Active transmits the funds to Client.

5. TERM AND TERMINATION.

5.1. Unless otherwise set forth in the applicable Schedule, this Product Attachment will commence on the Effective Date and will continue in effect until the earlier to occur of (i) its termination in accordance with the terms and conditions below and (i) the fifth anniversary of the Effective Date (the Initial Term"). This Product Attachment shall renew automatically following the Initial Term for subsequent renewal terms thereafter of one (1 year (the "Renewal Terms)", and, together with the Initial Term, the "Term") unless either Party delivers written notice to the other Party at least 12 months prior to the expiration of the then-current Term of its intent to terminate this Product Attachment upon the completion of the initial Term or any Renewal Term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule for additional Products that are related to or interoperable with the Products 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.

5.2. 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.

Version: 07/05/24 Page 2 of 3 Recreation and Membership Management Product Attachment Contract # 00135055

6. NON-APPROPRIATION.

Client's obligations and all amounts payable hereunder are contingent upon sufficient appropriations therefore by Client's Governing Body. If sufficient appropriations are not made, Client will notify Active of the same, and this Agreement will terminate forthwith. Client represents that it intends to fulfill its obligations under this Agreement and reasonably believes that funds in amounts sufficient to fulfill these obligations lawfully can and will be appropriated and made available for this purpose.

In the event funds are not appropriated in amounts sufficient to fulfill these obligations, Client shall use its best efforts to satisfy any requirement for payment from any other source of funds legally available for this purpose. Notwithstanding the foregoing, Client shall notify Active within ten (10) days of any action by Client's governing body not to appropriate funds for payment of Client's obligations hereunder, and will provide with such notice a copy of the resolution, minutes or recording of such

7. MISCELLANEOUS.

7.1. Sections. and 7 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement.

7.2. The "Liquidated Damage Amount" equals the "Annual Projected Contract Value" (to the extent such amount is specified in the applicable Schedule(s)) times the number of years in the then-current Term, minus the amount of revenue already paid to Active during the then-current Term, 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; (i) 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 6.2 of the General Terms; and/or (iv) Active terminates a Schedule and/or the Agreement pursuant to Section 6.3 of the General Terms; (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.

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EXHIBIT A

SCOPE OF SERVICES
and accepted by City.

Il. ACTIVENet will perform services, described in Consultant's Proposal and City's RFP, and as specified in more detail below.

ACTIVE Net Services Include:
- ACTIVENet Recreation Management Software Licensing (Unlimited City Users) - Ongoing software maintenance and system feature enhancements - 17 releases per year
• Technical support
• 24/7 email support
• Phone support
• ACTIVENet Answers Support Portal
- ACTIVENet Academy Learning Management System
- Dedicated Account Manager
ACTIVENet will provide fully hosted, cloud-based solution giving the City on- demand access to data from any computer with an internet connection ACTIVENet supports an unlimited number of workstations, users, and concurrent users within the application. In reviewing the City's requirements, ACTIVENet included the following modules in the RFP and Proposal:

Program and Streamline programs, processes and participation in a Activity Registration single system with a modern, customizable online registration experience.

Facility Registration Simplify scheduling with an easy online reservation or reservation request experience that includes an
interactive, custom map and real-time calendar updates.

Memberships Provide members convenient online access to purchase or renew memberships, increase engagement and give
staff access to real-time reports for a 360-degree view of each member.

Point of Sale Process payments through an intuitive, customizable system that improves customer service, tracks inventory, delivers quick reporting and offers PCI Level 1
compliance.

Fundraising & Set goals, collect donations and monitor progress for Donations multiple campaigns from a customizable dashboard with automatic updates and convenient reports.

Instructor Payroll Empowers the organization to calculate, manage, and report on instructor payments as it pertains to time
worked teaching activities or private lessons through the Staff interface. This functionality is not currently available for Daycare or Camps.

Child Care Delight parents with online registration options, calendars, flexible payment plans, auto pay and easy, secure
member access to vital information.

Private Lessons Oversee instructors, schedules, registrations, facilities and equipment with the flexibility and customization
necessary for individualized programs.

Camps/Flex Reg Manage registration, configure pricing, build waitlists, communicate with participants, and run camp sessions,
all with one flexible program.

Leagues Manage schedules, rosters, registration, and team communication with cloud-based access, and offer 24/7
visibility to standings, stats, and more.

Lockers Customize your locker room and generate additional revenue with an enhanced online experience including a
graphical locker room interface.

APls ACTIVENet Gateway API Services will provide a faster way to expand functionality, integrate worktlow across
nultiple systems, and simplify technical integration withil /our organization and partners
Sandbox The City gets a sandbox for production and one for testing and training. Additional sandbox is available as an optional module.

Communications & ACTIVENet's Communication tool allows you to build Marketing and maintain lists to target specific segments of your population according to an automated schedule for
things like:
• Automate email nurturing campaigns
• Text notification to Coaches of facility closures
• Email marketing campaign to distribute
coupon codes or information to members
• Email/print "Thank you" cards for donations
• / Milestone recognition via email, text, or print
• Recruit former participants based on past
participation or interest lists
The Email/Text/Form Letter tool makes it easy to
distribute messaging to your constituents because you
only need to manage the distribution list once for all
three channels. If you make use of ACTIVENet's ability
to integrate with Google Analytics, you will have some
excellent reporting to judge the relative success of your email campaigns (with Google Tab Manager).

EXHIBIT B

SCHEDULE OF COMPENSATION
City will compensate Consultant for the services performed upon submission of a valid invoice, at the rates and in the manner set forth herein.

ACTIVENet Annual Subscription Fee Model
ACTIVE Network offers a fixed annual technology fee through the Annual Subscription fee. Payment processing fees still apply.

Product Cost Description
A fixed annual subscription fee that covers the hosting, ACTIVENet licensing, ongoing support and maintenance, technical Annual Subscription $22,000 support knowledge articles, product documentation, On Demand training video archive, and server database
licensing & maintenance.

System Implementation The City currently uses the proposed solution, N/A ACTIVENet. No cost to implement the proposed solution.

Project Management The City currently uses the proposed solution, N/A ACTIVENet. No cost to implement the proposed solution.

System
Development/Data
Migration and N/A The City currently uses the proposed solution, Integration ACTIVENet. No cost to implement the proposed solution.

Payment Processing
Payment processing through ACTIVE Merchant
Payment Processing Fee 3% Services at the proposed rates. Includes all major (Staff Interface - Credit Card) card types. Fees will be passed to participants as is current with credit card processing as of July 1, 2024.

Payment processing services through ACTIVE
Merchant Services for all major card types and the
Online Processing Fee 3% ACTIVENet Technology Fee. Applies to online transactions made on customer user-interface. Fees
will be passed to participants

0.5% Payment processing services through ACTIVE
Electronic Check Processing Merchant Services for all Electronic Checks Credit card Refunds - Flat fee $0 No charge for credit card refunds.

No charge for merchant set up when processing
Merchant Set-up $0
payments through ACTIVE Network
5 Year Annual Cost (excluding payment processing
| Year 1 Cost July 1, 2025 - June 30, 2026 $22,000
Year 2 Cost July 1, 2026 - June 30, 2027 $23,100
Year 3 Cost July 1, 2027 - June 30, 2028 $24,255
Year 4 Cost July 1, 2028 - June 30, 2029 $25,467
Year 5 Cost July 1, 2029 - June 30, 2030 $26,741
Five Year Base Cost $121,563
ACTIVE
network. Schedule
Company Address 3400 N Central Expressway, Suite 300 Created Date 11/7/2024 Richardson, TX 75082 Quote Number 00135055
US Currency USD
Prepared By Deborah Angel Contact Name Jonathon Haron
Opportunity Owner Carlos Peixoto Phone 9494255108
Owner Email [email protected] Email [email protected] Bill To Name LAGUNA NIGUEL- CITY OF Ship To Contact Jonathon Harmon Bill To Contact Jonathon Harmon Ship To Address 29751 Crown Valley Parkway Bill To Address 29751 Crown Valley Parkway Laguna Niguel, CA 92677 United States Laguna Niguel, CA 92677 United States
First Year 16,944
Registrations
Average USD 50.00
Registration Cost
Total Processing USD 847,220.50
Volume
Product Fee Total
Product Description Quantity
Type % Price
ACTIVENet - Annual Subscription Saas 1 22,000.00
ACTIVENet - Staff Interface - Rates for organizations between $1,500,000 to $8,000,000 in Payment Processing Fee - Credit 1 3.00
Transaction annual revenue through ACTIVE Net.

ACTIVENet - Staff Interface -
Payment Processing Fee - Online 1 0.50
-
Electronic Cheque/Check Transaction
Processing
ACTIVENet - Public Interface - Online Rates for organizations between $1,500,000 to $8,000,000 in 1 3.00 Online Transaction Fee Transaction annual revenue through ACTIVE Net.

ACTIVENet - Staff Interface - Online 1
Refunds - Credit Card (Flat Fee) Transaction
ACTIVENet - Public Interface -
Online 1
Fee Set-up (Passed to -
Transaction
Participant)
ACTIVENet - Functionality: Online 1
Memberships Transaction
ACTIVENet - Functionality: Online 1
ACTIVENet - Functionality: Program & Activity Registration Program & Activity Registration Transaction
ACTIVENet - Functionality: Online 1
ACTIVENet - Functionality: FlexReg
FlexReg Transaction
ACTIVENet - Functionality: POS Online ACTIVENet - Functionality: POS (Point-of-sale) 1 (Point-of-sale) Transaction
ACTIVENet - Functionality: Online
1 League Management Transaction
ACTIVE
network™ Schedule
Bi-weekly remittances are processed by ACTIVE on non-holiday ACTIVENet - Remittance via Transaction business days up to 72 hours after every second Sunday. 1 ACH Configuration (bi-weekly) - Other Payments take one to three banking business days to settle after processing.

ACTIVENet - Saas
ACTIVENet - Staff Interface -
Online 1
Credit Card (Passed to
Transaction
Participant)
Total Price USD 22,000.00
Annual Projected USD 48,816.62
Contract Value
Active reserves the right and may take additional measures to verify Client's account which may consist of reviewing publicly available data and/ confirmation of Client provided information. Such verification measures will be completed in advance of remittance.

All fees described herein are in consideration of the Products 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.

Capitalized terms used in this Schedule and not defined have the meaning set forth in the General Terms of Product Terms, 26 Quote Acceptance Information
Signature: Active Network, LLC
Signature:

Printed Name:

Name:

Title:

Title:

Date:

Date:

PO# (if applicable):

EXHIBIT A
Payment Services Agreement
Revised: 06/07/23

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

This Payment Services Agreement ("Agreement") is a legal agreement between Client and Active Governing Client's use of Active's payment processing services (collectively, the "Services"). Client must accept all of the terms of this Agreement to use the Services. Visa, Mastercard, and Discover are collectively defined as the "Card Brands" and their cards are each a "Card".

1. SERVICES
Active's sponsor banks require certain information for the Services. Client must provide accurate and complete information and keep the information up-to-date. Active relies on this information for underwriting and to meet our obligations under applicable federal and state laws and other regulatory requirements. Client must only use the Services for the business purpose described in the General Terms and/or applicable Product Attachment. On an ongoing basis, Client will provide us with the current address of each of your offices, all "doing business as" (DBA) names used by you, and a complete description of goods sold and services provided by you. If the scope or nature of your business or the type of products or services you offer changes, Client must notify Active prior to the change. Client is liable to us for all losses and expenses incurred by us arising out of your failure to report changes to us.

2. REQUIRED INFORMATION, VERIFICATION
Active's sponsor banks and the Card Brands require us to verify your identity, credit, business operations, and compliance with the obligations under this Agreement. Client must provide sufficient information and documentation as requested by Active, including information to verify your identity, financial statements, and customer information. Client authorizes Active to make, from time to time, any business and personal credit inquiries, identity- verification inquiries, and other inquiries considered necessary to review the acceptance and continuation of this Agreement. Client also authorizes any person or credit reporting agency to compile information to answer those inquires and to furnish that information to Active. Active reserves the right to decline your application for any reason. Active is required to report certain information to our sponsor banks or Card Brands, including the names of any principles and country of domicile.

3. COMPLIANCE WITH LAWS AND RULES
Client must comply with all rules and operating regulations issued from time to time by the Card Brands; any policies, procedures, and instructions provided by us; and the Payment Card Industry Data Security Standards ("PCI DSS") and the Payment Application Data Security Standard ("PA- DSS") (collectively, Rules"). The Rules are incorporated into this Agreement by reference as if they were fully set forth in this Agreement. An abridged version of the Visa and MasterCard Rules may be viewed at https://usa.visa.com/ and https://www.mastercard.us/en- us/business/overview/support/rules.html. Client further agrees to comply with all applicable federal, state, and local laws, rules, and regulations ("Laws"), as amended from time to time affecting acceptance of Cards, processing of Card transactions, and the transactions contemplated by this Agreement. Client agrees to the terms of the Electronic Funds Transfer Agreement incorporated into this Agreement by reference as if they were fully set forth in this Agreement. Client will assist Active in complying in a complete and timely manner with all Laws and Rules, now or hereafter applicable to any Card transaction or this Agreement. Client will execute and deliver to Active all such instruments deemed necessary for compliance. If any terms of this Agreement conflict with the Card Brand Rules, the Card Brand Rules will govern.

4. TRANSACTION PROCESSING
In order to process Card transactions, Client must familiarize itself with and adhere to the applicable Card Brand Rules. The following sections address some but not all of the Card Brand Rules that must be adhered to in order to process card transactions. It is Client's responsibility to understand and follow all Card Brand Rules.

5. CARD ACCEPTANCE
Client will honor, without discrimination, any valid Card properly tendered by a Cardholder. "Cardholder" means a person possessing a Card and asserting to be the person in whose name the Card is issued. Client may elect not to accept Visa or MasterCard branded debit cards, but you must provide Active with prior written notice of such election. Client will identify the Cardholder when accepting payment and will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address. It is also highly recommended that Client obtain the security code from each Card. You must not honor any Card if the Card has expired or if the Card number is listed on a current Electronic Warning Bulletin file. You will properly disclose to the Cardholder, at the time of the Card transaction, Client's name, return policy, and other limitations you may have on accepting returned merchandise. Active's name may appear in conjunction with Client's name on Cardholders' statements. Client will not accept any payments from a Cardholder relating to previous charges for merchandise or services, and if Client receive such payments, you will promptly remit them to Active.

6. CARD AUTHORIZATION
Client must obtain authorization via methods acceptable to the Rules prior to completing any Card transaction. Client must follow any instructions received during the authorization process. Upon receipt of authorization, Client may consummate only the transaction authorized. Where authorization is obtained, Client will be deemed to warrant the true identity of the customer as the Cardholder. Transactions will be deemed invalid on Cards that are expired, whether or not an authorization has been obtained Authorizations are not a guarantee of acceptance or payment of a Card transaction and do not waive any provision of this Agreement or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Card. Active may refuse to authorize any transaction, and we are not liable to you if authorization for a transaction is not given. Client will not have any claim against, or right to receive payment from, a Cardholder or any other customer in any Card transaction if Active refuses to authorize the transaction for any reason.

7. RECORDS
Client will deliver to the Cardholder at the time of the transaction a complete and legible receipt from the Card transaction or refund. Client must retain the merchant copy of the receipt in accordance with the applicable Card Brand information security and confidentiality requirements for at least 3 years following the date of completion of the Card transaction (or such longer period as the Rules may require).

8. RECURRING TRANSACTIONS
For recurring transactions, Client must obtain a written request from the Cardholder for such goods and services to be charged to the Cardholder's account, the frequency of the recurring charge, and the duration of time during which such charges may be made. Client must obtain such written consent before the first recurring transaction, and Client must notify the Cardholder that he or she is able to discontinue consent for recurring billing charges at any time. Client must retain evidence of such written consent for recurring transactions for twenty-four months (24) from the date you submit the last recurring billing charge. If this Agreement is terminated for any reason, Client will, at your own cost, advise all individuals and establishments to whom you submit recurring billing charges that Client no longer accept the Card for amounts owed by such establishments or by such individual. The termination of a Cardholders' services constitutes immediate cancellation of the Cardholder's consent for recurring billing charges. Active has no obligation to notify Client of such cancellation, nor shall Active have any liability to Client arising from any such cancellation.

Client will not complete any recurring transaction after receiving a cancellation notice from the Cardholder, notice from Active to not complete a recurring transaction, or a response that the Card is not to be honored.

9. FUTURE DELIVERY
Client will not accept a Card transaction for the sale of goods or services for future delivery. If, however, Client has clearly disclosed your intentions to the Cardholder and the Cardholder agrees, Client may submit the following types of charges to Active before you deliver the goods purchased to the Cardholder: (a) charges representing deposits on (i) custom or special orders (provided that in doing so Client is in compliance with applicable law) and (i) mail orders for items not in inventory at the time the order is placed; and (b) charges representing advance, partial, or full payment for items the Cardholder requests Client to deliver at a later date. If a Cardholder disputes any of these charges, Active will have the right to Full Recourse for such charge. Client represents and warrants to Active that you will not rely on any proceeds or credit resulting from such transactions to purchase or furnish goods or services. Client will maintain sufficient capital to provide for the delivery of goods or services at the agreed upon future date, independent of any credit or proceeds resulting from Card transactions taken in connection with future delivery transactions.

10. E-COMMERCE TRANSACTIONS
If applicable, Client may process e-commerce transactions only if the transactions have been encrypted by a third-party vendor acceptable to Active.

Client is liable for all chargebacks and losses related to e-commerce transactions, whether or not encrypted. Encryption is not a guarantee of payment and will not waive any provision of this Agreement or otherwise validate a fraudulent transaction.

For goods to be shipped one-commerce transactions, Client may obtain authorization up to seven calendar days prior to the shipment date. Client need not obtain a second authorization if the Card transaction amount is within 15% of the authorized amount, provided that the additional amount represents shipping costs. Client's website must contain all of the following information: (i) complete description of the goods or services offered, (i) return and refund policies, (iii) customer service contact, including email address or telephone number, (iv) transaction currency (such as U.S. or Canadian dollars) (v) any export or legal restrictions, if known, and (vi) delivery policy.

11. PROHIBITED PRACTICES
Client may not split transactions into multiple Card transactions except where: (a) partial payment is entered on the transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or, (b) the amount represents an advance deposit in a Card transaction completed in accordance with this Agreement and the Rules. Client will not use the Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of a Cardholder. Client may not process transactions for, receive payments on behalf of, or (unless required by Law) redirect payments to a third party. Client agrees that Active may, within our sole discretion, suspend the Services for a reasonable period of time required to investigate suspicious or unusual activity. Active shall have no liability for any losses Client may attribute to any suspension of funds disbursement. Client will not allow the Service to be used for high risk transactions or transactions for illegal activities. If Client engages in the behavior for illegal activities, you hereby acknowledge liability to Active and all damages suffered by Active, without limitation despite other language in this Agreement to the contrary. Without limiting the foregoing, Client agree to reimburse Active for any and all costs, expenses, and fines levied on Active by the Card Brands, our sponsor banks, payment processors, or service providers as a result of Client's use of the Services in violation of this Agreement. Active may reverse Card transactions we deem to violate this Agreement, the Laws, Rules, or Policies, and Client agrees to reimburse Active for any such reversal. Client agrees that Active is entitled to invoke the security interest we have, as set forth in this Agreement and all other rights we have, pursuant to a violation of this Agreement, in order to collect the fines levied against Client, or other losses incurred by Active, as set forth in this Agreement.

12. FRAUDULENT TRANSACTIONS
Client will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a Card transaction directly between Client and a Cardholder or any transaction Client knows or should know to be fraudulent or not authorized by the Cardholder. Client will refer perpetrators of fraudulent transactions, in our discretion, to the appropriate law enforcement agency.

13. DATA SECURITY REQUIREMENTS
Client must keep all systems and media containing account, Cardholder or transaction information (physical or electronic, including but not limited to account numbers, card imprints, and terminal identification numbers) secure and prevent access by or disclosure to anyone other than Client's authorized personnel. Client must destroy, in a manner that will render the data unreadable, all such media that Client no longer deems necessary or appropriate to store (except for sales drafts maintained in accordance with this Agreement, applicable law, or Rules). Merchant must also ensure proper destruction of Cardholder, transaction or system information (physical or electronic, including but not limited to account numbers, card imprints, and terminal identification numbers) prior to selling, storing, or disposing of any terminal.

14. MERCHANT SERVICES AGREEMENT
Active may require that you enter into a Merchant Services Agreement if certain Card processing volume thresholds are met by Client's use of the Services. Such threshold is met when Card processing reaches over 1,000,000.00 USD in any one-year period. Active will notify you if this occurs.

Client's continued use of the Services after we notify you will constitute your agreement to the Merchant Services Agreement.

15. CUSTOMER CONTACT
Client authorizes Active to contact Client's customers or their bank if Active determines that such contact is necessary to find out information about any payment transaction between Client and the customer. Also, Client will provide to Active upon our request, contact information for your customers as deemed necessary and reasonable by Active.

16. REFUND CREDITS
Client will issue a credit memorandum, instead of making a cash advance, a disbursement, or a refund on any Card transaction. Active's sponsor bank will debit from the amounts owing you under your Active account for the total face amount of each credit memorandum submitted. Client will not submit a credit relating to any Card transaction not originally submitted to Active, nor will Client submit a credit that exceeds the amount of the original Card transaction. Client will, within the time period specified by applicable law, provide Active with a credit memorandum or credit statement for every return of goods or forgiveness of debt for services that were the subject of a Card transaction.

17. USE OF TRADEMARKS
Client's use of Card Brand marks will fully comply with the Rules. Client's use of Active's marks must comply with our instructions. Client's right to use Active marks and the Card Brand marks will cease upon termination of this Agreement. The Card Brands are the sole and exclusive owners of their marks. Active is the sole and exclusive owner of all Active marks. Client agrees to not contest the ownership of the marks for any reason. Active may at any time, immediately and without advance notice, prohibit the use any of the trademarks for any reason.

18. INFORMATION SECURITY
Client must keep all systems and media containing account, Cardholder, or transaction information (physical or electronic, including but not limited to account numbers, and card imprints,) in a secure manner, to prevent access by or disclosure to anyone other than your authorized personnel. Client must destroy in a manner that will render the data unreadable all such media that you no longer deem necessary or appropriate to store (except for receipts maintained in accordance with this Agreement, Laws, Rules, and Policies). Further, Client must take all steps reasonably necessary to ensure Cardholder information is not disclosed or otherwise misused. Client may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. Client must notify Active in the event Client uses any agent that will have access to Cardholder data. Card Brand regulations mandate that all agents that access, store, transmit, or process Cardholder data must be registered and comply with the established data security standards of PCI DSS and PA-DSS.

If Client stores Cardholder account numbers, expiration dates, and other personal Cardholder data in a database, Client must follow Card Brand guidelines on securing such data. Client must, at all times, remain in compliance with the PCI DSS and PA-DSS, as applicable, and as mandated by the Card Brands and Active's sponsor bank.

In the event of breach of, intrusion of, compromise of, or otherwise unauthorized access to Cardholder account information which is stored and in the possession of Client or Client's agents, Client must immediately notify Active and provide us with information relating and pertaining to the type, nature, and extent of Cardholder account information which has been compromised. Further, Client must cooperate with Active regarding reasonable requests for information and details regarding the compromise of Cardholder account information. Client will make all reasonable, good faith efforts to remedy and address the cause of said breach, intrusion, compromise, or otherwise unauthorized access to Cardholder account information. Client shall maintain industry "best practices" regarding continuity procedures and systems to ensure security of Cardholder account information in the event of a disruption, disaster, or failure of Client's respective data storage system and/or facility.

19. THIRD PARTY SERVICE PROVIDERS
If Client uses special services or software provided by a third party to assist in processing transactions, including authorizations and settlements, or accounting functions, Client is responsible for ensuring compliance with the requirements of any third party. Active is not responsible for any transaction until the point in time Active receives data about the transaction. Active has relationships with the Card Brands to provide the Services.

The Card Brands have the right to enforce any provision of the Card Brand Rules and to prohibit Client and Active from engaging in any conduct that the Card Brands deem could injure or could create a risk of injury to the Card Brands, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Card Brands' Confidential Information as defined in the Rules, or both. Client will not take any action that could interfere with or prevent the exercise of this right by the Card Brands.

20. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to all other warranties provided under this agreement, Client represents and warrants that (a) Client has never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, Client has disclosed this to Active and (b) all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from Client and does not involve a Cardholder obtaining cash from Client unless allowed by the Rules and agreed in writing with Active.

21. ADDITIONAL INDEMNIFICATION AND LIMITATION OF LIABILITY In addition to any other indemnity obligations provided under this Agreement, Client also agrees to indemnify and hold harmless Active's sponsor bank for acting in accordance with any instruction from Client or Active regarding Client's use of the Services. Further, Client shall indemnify and hold harmless Active's sponsor banks, the Card Brands, and Active, and all employees, officers, directors, shareholders and agents of Active or Active's sponsor bank from any and all loss, cost, expense, claim, damage, and liability (including attorneys' fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following: (1) any Card transaction processed under this Agreement, (2) any breach by Client of this Agreement and those related to any bankruptcy proceeding; (3) willful misconduct, fraud, intentional tort or negligence by Client or that of Client's employees, agents or representatives; (4) theft, embezzlement, or unauthorized use; or (5) action by Active or Active's sponsor bank exercising any right under this Agreement, Laws, Rules, or Policies.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE'S SPONSOR BANK'S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO $100,000 U.S. DOLLARS.

22. IRS REPORTING
To comply with IRS 1099-K reporting requirements, Active may be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS).

Active may collect 28% federal backup withholding upon transaction settlement, on behalf of the IRS, from Client if Client does not supply your legal name, SSN or EIN, or if Client fails to respond to a request from Active to verify the same. All withholdings will be remitted to the IRS as required by law. To avoid potential backup withholdings, Client should notify Active any time there is a change to your SSN, EIN, legal name, or business address, and ensure you respond to any request for verification and record update from Active.

23. RIGHTS AND REMEDIES CUMULATIVE
The rights conferred upon Active, Active's sponsor banks, and the Card Brands in this Agreement are not intended to be exclusive of each other or of any other rights and remedies Active has under this Agreement, at law, or in equity. Rather, each and every right Active has at law or in equity will be cumulative and concurrent and in addition to every other right.

24. AMENDMENTS
This Agreement and the Policies referenced and incorporated in this Agreement may be amended, modified, or revised at any time without notice.

While Active may notify Client as the Agreement or Policies are modified, it is Client's sole responsibility to review and maintain familiarity with the Agreement and Policies, including any changes that may be made to these documents, respectively, from time to time thereto, and Client is bound by any changes. The amendments to this Agreement and/or Policies referenced herein will become effective and binding upon Client immediately. In the event Client does not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, Client shall provide written notice to Active. Notwithstanding the foregoing, changes to fees authorized by this Agreement will be effective upon the giving of notice to Client and any fee increase, change in Rules, or other requirement imposed by Card Brands may be passed on to Client and will be effective upon the giving of notice to Client.

25. AGENCY RELATIONSHIP
Client authorizes Active with respect to the Services to act as Client's agent for the limited purposes of holding, receiving, and disbursing funds on Client's behalf. Client's authorization permits Active to generate an electronic funds transfer to process each payment transaction. This authorization will continue until this Agreement is terminated. Client agrees that Active's receipt of transaction proceeds satisfies your customers' obligations to Client. Active will remit funds actually received by Active on Client's behalf, less amounts owed to Active, subject to any chargebacks or reserve withheld or applied as per this agreement.

26. SECURITY INTEREST, RESERVE, RECOUPMENT, PERSONAL GUARANTEE Because Active is financially responsible for action taken by you using the Services, we require certain protective measures as outlined below.

This Agreement will constitute a security agreement under the Uniform Commercial Code. You grant to us a security interest in and lien upon:
(a) all funds representing amounts owing you under this Agreement at any time in the Member Operating Account, regardless of the source of such funds; (b) all funds at any time in the Reserve Account (as defined below), regardless of the source of such funds; (c) present and future Card transactions; and, (d) any amount which may be due to you under this Agreement, including, without limitation all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets"). You agree to provide other security to us upon request to secure your obligations under this Agreement. These security interests and liens will secure all of your obligations under this Agreement and any other agreements now existing or later entered into between you us including, but not limited to, your obligation to pay any amounts due and owing to us. We may exercise this security interest without notice or demand of any kind by making an immediate withdrawal or freezing of your Secured Assets. Upon our request, you will execute one or more financing statements or other documents to evidence this security interest. You represent and warrant that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, we will have all rights afforded under the Uniform Commercial Code and any other applicable law and in equity. You must obtain from us written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment. As such, we are not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets.

Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by us. You authorize us and appoint us your attorney in fact to sign your name to any financing statement used for the perfection of any security interest or lien granted hereunder.

For the purpose of providing a deposit and a source of funds to pay us for amounts owed by you, you shall deposit to an account maintained by us titled to our sponsor banks, initially or at any time in the future, as requested in good faith by us, sums sufficient to satisfy your current and/or future obligations as determined by us (Reserve Account"). Funds, if any, in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: (a) this Agreement has been terminated; and, (b) you have paid us in full all amounts owing or that could ever be owed under this Agreement, including, without limitation, all outstanding or uncollected amounts and potential chargebacks. Our sponsor banks shall have sole control of the Reserve Account. Our sponsor banks or we may, at any time, require that the amount on deposit in the Reserve Account be increased and shall have sole discretion as to the amount from time to time. In no event shall you be entitled to a return of any sums remaining in the Reserve Account for 270 days following the effective date of termination of this Agreement. We have the right to debit your funds in the Member Operating Account to establish, increase, or maintain funds in the Reserve Account. We may deposit into the Reserve Account funds we would otherwise be obligated to pay you, for the purpose of establishing, increasing, or maintaining the Reserve Account in accordance with this section, if we determine such action is reasonably necessary to protect our interests. You understand and agree that if you are required to establish a Reserve Account, you have an obligation under this Agreement to maintain at all times a balance in the Reserve Account sufficient to protect us against losses resulting from transactions initiated by you. Active may, without notice to Client, apply funds deposited in your Reserve Account against any outstanding amounts you owe us under this Agreement or any other
agreement between Client and Active. Also, Active may debit your Reserve Account to exercise our rights under this Agreement to collect any amounts due to us including, without limitation, rights of set-off and recoupment.

Active has the right of recoupment and set-off. This means that Active may offset any outstanding or uncollected amounts owed to us from: (a) any amounts owed to Client and (b) any other amounts Active may owe Client under this Agreement or any other agreement. Client acknowledges that in the event of a bankruptcy proceeding, in order for you to provide adequate protection under Bankruptcy Code § 362 to Active, Client must create or maintain the Reserve Account and Active will have the right to offset against the Reserve Account for any and all obligations which Client may owe to Active, without regard to whether the obligations relate to Card transactions initiated or created before or after the filing of the bankruptcy petition.

27. DESIGNATION OF DEPOSITORY
The financial institution set forth in Client's application or order form is designated by Client as a depository institution ("Depository") for its card indebtedness hereunder. Such financial institution must be a member of an Automated Clearing House Association. Client authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Client's accounts) with Depository (the "Accounts)"). Active and/or its sponsor banks may charge the Accounts) for any amount due under this Agreement. Active must approve in writing any proposed changes to the Accounts) or to the Depository. Client represents and warrants that: (a) the Client Accounts) will always be in the same legal and DBA (if applicable) name as Client's name on Client's application or order form; (b) Client will own and maintain control of the Accounts) and will keep such Accounts) open at all times during the term and as long as any reserve account is in effect; and, (c) the Accounts) will not be associated with any merchant processing activity that is illegal or prohibited by the Rules or Law, including without limitation merchant processing activity associated with other accounts and/or processors. Client hereby authorizes Depository to release any and all account information to Active as Active may request without any further authorization, approval, or notice from or to Client.

28. DISCOVER PROGRAM MARKS
Merchant is hereby granted a limited non-exclusive, non-transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards ("Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks.

29. TERMINATION
29(a) Termination without cause. Active or its sponsor bank may terminate this Agreement without cause upon upon days advance written notice to Client. 29 (b) Termination for cause. Active or its sponsor bank may terminate this Agreement in its sole discretion, effective immediately, upon written notice to Client if Active or its sponsor bank reasonably determines that any of the following conditions exist:
(i) Client has violated any provision of this Agreement. (i)) There is a material adverse change in Client's financial condition, material change in Client's processing activity, processing activity inconsistent with the Merchant Application, or Active or it's sponsor bank determines in its sole discretion that Client's processing activity could result in a loss to Active or Active's sponsor bank.

Client Active NetWork LLC
Signature: Signature:

Name: Name:

Title: Title:

Date: Date: