Contract No. ____ (CCS)
(formerly Contract No. ___ )
SECOND AMENDMENT TO PRODUCTS AND SERVICES AGREEMENT
This Second Amendment to the Products and Services Agreement ("Second Amendment"), entered into as of thi�l�: day of December, 2017 ("Effective Date"), by and between City of Santa Monica ("City") and Active Network, Inc. (predecessor in interest to Active Network, LLC) ("Active") is made with reference to the following:
RECITALS:
A. On August 1, 2011, City and Active entered into a Products and Services Agreement ("Original Agreement") for a hosted subscription of the ActiveNet software system and related support and maintenance services ("Hosted System") for use by the City in connection with the Santa Monica Bike Center.
B. On December 20, 2012, City and Active entered into Amendment No. 1 to the Products and Services Agreement ("First Amendment") to include additional modules in the Hosted System for a state-of-the-art, web-based, hosted, recreation management software system for the City's Community and Cultural Services Department. Pursuant to said First Amendment, the Hosted System was expanded to provide activity registration, facility rental, and membership modules, as well as data collection and reporting capabilities to the City's Community and Cultural Services Department.
C. Pursuant to this Second Amendment, City and Active seek to continue the annual subscription for the Hosted System on the terms and conditions set forth herein.
NOW THEREFORE in consideration of the mutual covenants, recitals and promises contained in this Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereto hereby agree as follows:
TERMS AND CONDITIONS,
1. Term. The annual subscription for the Hosted System shall be renewed by the City for one year, with two (2) options to extend for additional fiscal years.
Accordingly, Sections 18 and 25 of the General Terms of the Original Agreement entitled "Term for Hosted Software" and "Term for Support and Maintenance" shall be modified to include the following:
1 Fiscal Years 2018-19 and 2019-20, subject to budgetary appropriation by the City Council. Any further renewal
of the Hosted System beyond Fiscal Year 2019-20 shall
require the City Council authorization.
2. Subscription Fee. Section 1 of the First Amendment shall be modified to include the following:
The annual subscription fee for the Hosted System for
Fiscal Year 2017-18 shall be Fifty Thousand Dollars
($50,000) as set forth in the attached Budget attached
hereto as Exhibit A and incorporated herein by
reference. The annual subscription fee for the option
periods of Fiscal Years 2018-19 and 2019-20 shall
remain the same.
3. Insurance. Prior to commencing work, Active must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of services by Active or Active's agents, representatives, employees or subconsultants for the duration of this Agreement.
Active must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit B, Insurance Requirements and Verifications. 2