1 THIRD AMENDMENT AND RESTATEMENT OF AGREEMENT NO. 10517 This Third Amendment and Restatement of Agreement Number 10517 (CCS) (“Third Amendment”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City” or “Customer”), and Active Network, LLC (“Active”) is made with reference to the following:
RECITALS
A. On August 1, 2011, the City and The Active Network, Inc. (predecessor in interest to Active Network, LLC) entered into a Products & Services Agreement Number 10517 (“Original Agreement”) for a hosted subscription of the ActiveNet software system and related support and maintenance services (“Hosted System”) for use by the City for the Santa Monica Bike Center.
B. On December 20, 2012, the City and Active amended the Original Agreement to include additional modules in the Hosted System for a state-of-the-art and webbased hosted recreation management software system for the City’s Community and Cultural Services Department. This first amendment expanded the Hosted System to provide activity registration, facility rental, membership modules, and data collection and reporting capabilities (“First Amendment”).
C. On August 8, 2017, the City and Active amended the Original Agreement to extend the contract term for up to three additional years (“Second Amendment”).
The Original Agreement, First Amendment, and Second Amendment may be referred to collectively herein as “the Agreement.” D. The City and Active now desire to amend and restate the Agreement to extend the Agreement for one year, with the option to extend for an additional year, add service enhancements for fiscal year 2019-20, and modify the transaction and service charge fees.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to amend the Agreement as follows:
1. Sections 18 of the Original Agreement entitled, “Term For Hosted System” shall be deleted in its entirety and replaced with the following paragraph:
18. Term for Hosted System
Active shall provide Customer, and Customer shall purchase from Active, the Hosted Software commencing on the Effective Date of this Agreement and remaining in full force until June 30, 2021. The Agreement may be renewed for one additional fiscal year, until June 30, 2022, by mutual written agreement of the Parties. Either party may terminate this Agreement by giving written notice to terminate the DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 9/14/2020
2 Hosted Software no less than 90 days prior to the end of June 30, 2021 or the end of the renewal term, as applicable. Any further renewal of the Agreement beyond Fiscal Year 2021-2022 will require City Council authorization.
2. Sections 25.1 entitled, “Term” under Section 25 of the Original Agreement entitled “Term For Support and Maintenance” shall be deleted in its entirety and replaced with the following paragraph:
25.1 Term. Active shall provide to Customer and Customer shall purchase from Active, Support and Maintenance for a period commencing on the Support and Maintenance Start Date continuing until either party gives written notice to terminate Support and Maintenance no less than 90 days prior to the end of June 30, 2021 or the end of the renewal term, as applicable. Support and Maintenance may be renewed for one additional fiscal year, until June 30, 2022, by mutual written agreement of the Parties. Any further renewal of the Agreement beyond Fiscal Year 2021-2022 will require City Council authorization.
3. Subsection F of Section 1 of the First Amendment entitled, “Scope of Work and Active Net Quote” shall be amended by adding the following paragraph:
Additional Services. For Fiscal Year 2020-21, ActiveNet will perform all of the additional services described in Exhibit A-3, Scope of Services (“Additional Services”) attached hereto. Customer will compensate ActiveNet for the Additional Services as set forth in Invoice Nos. 11109398 and 1013995 attached to Exhibit B-3, Budget. The total contract price for Services and Additional Services pursuant to the Original Agreement, First Amendment, Second Amendment, Third Amendment, and renewal option shall not exceed Four Hundred Eighty-Three Thousand and Five Hundred Forty dollars ($483,540).
4. Subscription Fee. The “Ongoing Fees” section of the General Terms within Exhibit 1 of the Original Agreement shall be amended by adding the following paragraph:
As set forth in Schedule No. 00116205 attached to Exhibit B-3, Budget, for Fiscal Year 2020-21, the annual subscription fee for the Hosted System shall be Fifty Thousand Dollars ($50,000). The annual subscription fee for the option period of Fiscal Year 2021-22 shall remain the same.
5. Transaction and Service Charge Fees. The “Ongoing Fees” section of the General Terms within Exhibit 1 of the Original Agreement shall be amended by adding the following paragraph:
As set forth in Schedule No. 00116205 attached to Exhibit B-3, Budget, for Fiscal Years 2020-21 and 2021-22, a fee of 2.95% will be applied to all staff DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 3 entered transactions using payment processing technology and all payments entered directly by participants through the online interface using payment processing technology on all online payments. An ECP (electronic check payment) processing flat fee 0.45 cents will be applied to each offline ECP payment. The City will pass both the credit card and ECP fees to consumers.
6. Subsection D of Section 1 of the First Amendment shall be deleted in its entirety and replaced with the following paragraphs:
D. Books and Records.
(i) Active must maintain complete and accurate records with respect to Fees and Approved Charges collected for services provided pursuant to this Agreement. Active must keep the records, together with supporting documents, for a period of three years after receipt of final payment. (ii) Active must maintain records in sufficient detail to permit an evaluation of the services provided pursuant to this Agreement and in accordance with generally accepted accounting principles. The City requires records to be maintained in a manner that allows for daily reconciliation of deposits (including the amount of deposits, credit card transactions, registration record) and Active must agree to cooperate with the City for the exchange of information necessary for daily reconciliation and verification of the payments made pursuant to this Agreement.
(iii) Once per calendar year, upon ten (10) days advance written notice and during Active’s normal business hours, Active must allow the City, at its own expense the right to examine or audit Active’s books and records or to employ, at City’s own expense, an independent Certified Public Accountant to do the same, and Active agrees to cooperate with any examination or audit of its records provided that all Active’s books and records remain Confidential Information of Active.
7. Integration with Merchant Service Provider. Should the City elect to process credit card, debit card, electronic check, and other payments through the Hosted System using the City’s chosen merchant services provider, Active agrees that it will work and cooperate with the City in good faith to integrate the Hosted System, to the extent feasible, with the City’s chosen merchant services provider.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Active, and approved as to form by the City Attorney.
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 4 9. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be transmitted by facsimile, electronic mail (including pdf) or other transmission method with the same validity as if it were an ink-signed document and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10. Exhibits A-3 and B-3 are attached hereto and incorporated by this reference.
11. Except as expressly modified by this Third Amendment, all other terms and conditions of the Agreement shall be and remain in full force and effect. In the event that any of the terms of the Agreement conflict with the terms and conditions of this Third Amendment, the terms and conditions of this Third Amendment shall prevail only as to the subject matter expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILGity Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ACTIVE NETWORK, LLC
By: _______________________________
Name: ____________________________
Title:_____________________________
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Interim City Attorney
9/11/2020
George Cardona 9/11/2020
Vice President
Randy Skemp
Interim City Manager
9/14/2020
Lane Dilg
9/14/2020
Denise Anderson-Warren
City Clerk
Exhibit A-3
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 ACTIVE Network Statement of Work
ACTIVE Net Digital Marketing Consulting Services
Premium Package
Created March 2019
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Overview
With the Premium Digital Marketing Consulting Services, you will have a dedicated Digital Marketing Consultant (DMC) who will partner with you to build a foundation to better understand and evaluate your marketing performance across different platforms such as marketing analytics and search engine optimization.
Analytics & Tagging
Tasks:
• Analytics Setup
o Assist with setting up Google Analytics and Google Tag Manager accounts o Integrate Google Analytics and Google Tag Manager with Active Net o Set up cross domain and ecommerce tracking
• Advanced Analytics
o Installation and integration of 3rd party retargeting and conversion pixels (maximum of 4 3rd party pixels)
o Setup registration goal funnels
• Reporting
o Navigating Google Analytics dashboards, reports and how to interpret them o Exporting and scheduling recurring reports
o Baseline reporting assessment of conversion rates and traffic sources Deliverables:
• Analytics Setup
o Understand Google Analytics, Google Tag Manager and how they integrate with each other and Active Net
• Advanced Analytics
o Understand how 3rd party tracking integrates with Google Tag Manager o Be able to run 3rd party advertising campaigns and effectively track conversions and revenue
o Understand how to track registrants through the registration flow and identify drop-off points • Reporting
o Be able to identify which online sources and marketing channels are producing the most transactions
o Be able to effectively navigate Google Analytics to view different sets of marketing data and dashboards
o Receive report outlining baseline measure for several Google Analytics metrics showing online consumer engagement
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Search Engine Optimization
Tasks:
• SEO Overview
o Review “Get to Know SEO” presentation discussing foundational elements and strategies of SEOi
• Site Audit
o Full website assessment across key metrics including domain authority, site compliance, desktop and mobile speed
• Moz Site Crawl
o Complete analysis of site and technical issues using Moz Site Crawl tool • Moz Keyword Analysis
o Search engine rankings by location for client-provided custom keyword list Deliverables:
• SEO Overview
o Fundamentally understand Search Engine Optimization, how to influence it, and effective strategies to do so
• Site Audit
o Receive a digital copy of the site audit assessment with review and recommendations • Moz Site Crawl
o Receive a digital copy of the site crawl run via Moz with review and recommendations • Moz Keyword Analysis
o Receive keyword results with analysis of successes and places for improvement Tagging Assistance & Troubleshooting
Tasks:
• Tagging Assistance
o Place and update 3rd party retargeting and conversion pixels within Google Tag Manager o Interface with customer-hired 3rd party agencies when needed to complete objectives • Troubleshooting
o Review tracking, tagging and reporting abnormalities related to Google Analytics and Google Tag Manager
Deliverables:
• Tagging Assistance
o Retargeting and conversion tags will be up-to-date and properly implemented in Google Tag Manager
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 • Troubleshooting
o Have resolution to, or next steps on, how to address any issue or questions related to Google Analytics or Google Tag Manager as it pertains to Active Net Performance Benchmarking
Tasks:
• Benchmarking
o Comprehensive review of key performance metrics using Google Analytics data o Metrics will review quarterly registration and website performance compared to other organizations in the industry
o Presentation and analysis of results
• Reporting Dashboard
o Dashboard setup and ongoing configuration
Deliverables:
• Benchmarking
o Receive digital copy of Performance Benchmarking review o Understand quarterly performance in key metrics
o Understand metric comparison from previous quarters
o Review performance compared to other organizations in the market o Receive recommendations for optimizations where applicable • Reporting Dashboard
o Customized reporting dashboard with benchmarking data Timeline & Scheduled Meeting Cadence:
Please see Appendix A below for a full overview of services.
Assumptions:
• Your DMC is empowered to be an advocate for your organization. They will work with you to understand your priorities and advise in such a way as to achieve these priorities and your organizational goals.
• DMC will only be able to complete Analytics & Tagging and Tagging Assistance & Troubleshooting Tasks if granted Publish permissions in Google Tag Manager and Edit permissions in Google Analytics accounts.
• Your DMC will work with your availability to schedule regular recurring meetings. Meetings can be adjusted as conflicts arise.
• Active Network reserves the right to review all tags DMC is asked to place on Active Net and refuse placement at their discretion.
• Your organization will provide all questions or steps to replicate issues and will assist with additional testing should confirmation be needed.
• Client is responsible for developing and providing keyword list for Moz Keyword Analysis DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 • Upon completion of Analytics & Tagging, no changes will be made to the tagging setup related to Active Net within Google Tag Manager without the consent of a Digital Marketing Consultant.
Active and DMC are not responsible for changes made within Google Tag Manager or Google Analytics without review by DMC or affects these this may have on tracking or marketing analytics. • Performance Benchmarking can only be completed if Google Analytics has been setup and is accurately reporting ecommerce and cross-domain tracking. • Final business-related decisions are the responsibility of the client. DMC will advise based on client goals and priorities but will not be responsible for decision-making.
Constraints:
• Regular recurring meetings will be conducted remotely via email, phone and screenshare. • Standard response time is 48 hours. You can expect to be in contact with your DMC within 48 hours of request submittal, however not all issues may be resolved within this timeframe. • Data and reporting are limited to capabilities innately integrated in and provided by Google Analytics and Google Tag Manager.
• Services related to Analytics & Tagging and Tagging Assistance & Troubleshooting offerings are limited to Google products, specifically Google Analytics and Google Tag Manager o DMC will not be responsible for advising or implementing other analytics or tag management tools/platforms.
• Regarding the Tagging Assistance & Troubleshooting offering:
o You are entitled to two 1-hour meeting with your dedicated Digital Marketing Consultant each month
o The meeting hours are non-transferrable. Those not used during each month will not roll over into the next.
o Ongoing monthly call will be tentatively scheduled at the start of engagement with your Digital Marketing Consultant.
• Requests falling outside the predetermined meeting cadence in this document will be held by DMC until next predetermined call.
o Your dedicated DMC and Account Manager will work together to determine the severity and urgency of requests and if immediate action is needed outside the predetermined meeting cadence.
• The following are excluded from all offered Digital Marketing Consultant services:
o Services which are required to remedy problems which do not stem from any defect in Active Net, Google Tag Manager or Google Analytics.
o Services which are required to remedy problems caused by lack of training of the organization’s personnel.
o Improper treatment or use of Active Net, Google Tag Manager or Google Analytics data. o Full report customization service.
o Services that may involve directly accessing a client-owned website, CMS or property. • The following actions will void the Digital Marketing Consulting Services:
o The use of any other application that modifies data in the database, whether created by you or otherwise.
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 o 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.
Appendix A – Timeline & Scheduled Meeting Cadence:
Analytics & Tagging Search Engine
Optimization
Tagging Assistance &
Troubleshooting
Performance
Benchmarking
• One-time deliverable
completed during first 6
weeks of engagement
• (1) 30-minute meeting
to review Google
Analytics and Google
Tag Manager and
ensure customer has
accounts and has
granted DMC
appropriate access
• (1) 1-hour meeting to
review Google Tag
Manager configuration
and Google Analytics
dashboard and reports
• (1) 1-hour meeting to
review baseline metrics
(30-45 days after
completion of initial
setup)
• Ongoing engagement
completed on a
quarterly cadence
• (1) 1-hour meeting at
start of DMC
engagement for SEO
overview
• (1) 30-minute meeting
quarterly, preferably
before quarterly
analysis, to review
customer’s goals and
expectations for
upcoming review
• (1) 1.5-hour meeting
every 3 months to
present and review site
audit, site crawl and
keyword analysis
• Ongoing engagement
completed on a monthly
cadence
• (2) 1-hour meetings per
month
• Ongoing engagement
completed on a
quarterly cadence
• (1) 1-hour meeting
every 3 months to
review data and
analytics
i Option. Available if needed.
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Exhibit B-3
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Annual Projected USD 223,000.00
Contract Value
Saas Total 50,000.00
Total Price USD 50,000.00
2600 Ocean Park Blvd.
Santa Monica, CA 90405 United States
Ship To Address
Ship To Contact Aaron Orozco
1901 Main Street
Santa Monica, CA 90401 United States
Bill To Address
Bill To Contact Aaron Orozco
Bill To Name City of Santa Monica
Email [email protected]
Phone (310) 458-8300
Contact Name Aaron Orozco
Email [email protected]
Prepared By Brianna P. Kelly
Currency USD
Expiration Date 7/31/2020
Quote Number 00116205
Created Date 6/26/2020 717 North Harwood Drive, Suite 2500 Dallas, TX 75201
US
Company Address
Product Product
Type Description Quantity Sales
Price
Fee
%
Total
Price
ACTIVE Net - Annual Subscription
Fee SaaS 1 50,000.00 50,000.00
ACTIVE Net - Staff Interface -
Payment Processing Fee - Credit
Card
SaaS Rates for organizations between $1,500,000 to
$8,000,000 in annual revenue through ACTIVE Net. 1 2.95 ACTIVE Net - Staff Interface - ECP
Transaction - Flat Fee SaaS 1 0.45
ACTIVE Net - Public Interface -
Online Transaction Fee SaaS Rates for organizations between $1,500,000 to$8,000,000 in annual revenue through ACTIVE Net. 1 2.95 ACTIVE Net - Functionality:
Memberships SaaS 1
ACTIVE Net - (credit card refunds -
flat fee) SaaS 1 0.10
ACTIVE Net - Functionality: Facility
Reservation SaaS 1
ACTIVE Net - Functionality: League
Scheduling SaaS 1
ACTIVE Net - Functionality: Activity
Registration SaaS 1
ACTIVE Net - Functionality:
Equipment Lending & POS SaaS 1
ACTIVE Net - Functionality: Daycare SaaS 1
ACTIVE Net - SaaS
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________ PO# (if applicable): _______________________________________________ All fees described herein are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User. The payment options we offer may include MasterCard, Visa, American Express and Discover. *Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.
Quote Acceptance Information
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Contact Info:
717 N. Harwood Street
Dallas, TX 75201 United States
Phone: 469-291-0300 Option 4 then Option 2 ▪ Fax: 469-533-3940 Invoice
Questions? Email us at [email protected] City of Santa Monica Cust # Invoice # Invoice Date Customer PO #
3423 1013995 31-JUL-19 Quote signed by Aaron Orozco
5.16.19 Please Remit Check/Cheque Payment to: Please Remit Wire/ACH Payments to:
Active Network, LLC
PO Box 744932
Atlanta, GA 30384-4932
Beneficiary's Bank: Bank of America, N.A.
Beneficiary's Bank SWIFT BIC: BOFAUS3
Beneficiary's Account Number: 1453218221
Beneficiary's Bank Wire Routing Number: 122000030
Beneficiary's Bank ACH Routing Number: 122000661
Beneficiary's Name: Active Network, LLC
Beneficiary's Address: 717 North Harwood Street, Dallas, TX 75201 TO PAY BY CREDIT CARD OR ACH, OR TO SET UP RECURRING PAYMENT, PLEASE CONTACT US AT [email protected].
PLEASE BE SURE TO INCLUDE ACTIVE'S INVOICE NUMBER ON YOUR REMITTANCE Bill To:
City of Santa Monica
Attn: Accounts Payable
City of Santa Monica- Community Recreati
2600 Ocean Pk. Blvd.
SANTA MONICA, CA 90405 United States
Ship To:
CITY OF SANTA MONICA
Attn:
2600 Ocean Park Blvd.
Santa Monica, CA 90405 United States
Customer Cust. # Contact Customer PO #
City of Santa Monica 3423 Quote signed by Aaron Orozco 5.16.19 Project Contact Project Number Project Name Payment Due Tadeo, Ruth S PS3423/01490846 City of Santa Monica AN Bundle 30-AUG-19 ORG ID Deal ID
AMG
Project Terms Salesrep Name Currency
86 01490846 30 NET USD
Event Summary:
Event # Type Description Bill Amount
1 DR ACTIVENET 50% Total Service Costs at Service Initiation 28,000.00 Event Total: 28,000.00
Task Detail (Backup):
Task Name Exp Type Date Person OnSite Hours Rate Amount Detail Total:
Sub-total: 28,000.00
Tax Total: 0.00
Invoice Total: 28,000.00
Please Pay this Amount: Balance Due: 28,000.00
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Contact Info:
717 N. Harwood Street
Dallas, TX 75201 United States
Phone: 469-291-0300 Option 4 then Option 2 ▪ Fax: 469-533-3940 Invoice
Questions? Email us at [email protected] City of Santa Monica Cust # Invoice # Invoice Date Customer PO #
3423 11109398 31-MAY-19 SIgned by Aaron Orozco
Please Remit Check/Cheque Payment to: Please Remit Wire/ACH Payments to:
Active Network, LLC
PO Box 744932
Atlanta, GA 30384-4932
Beneficiary's Bank: Bank of America, N.A.
Beneficiary's Bank SWIFT BIC: BOFAUS3
Beneficiary's Account Number: 1453218221
Beneficiary's Bank Wire Routing Number: 122000030
Beneficiary's Bank ACH Routing Number: 122000661
Beneficiary's Name: Active Network, LLC
Beneficiary's Address: 717 North Harwood Street, Dallas, TX 75201 TO PAY BY CREDIT CARD OR ACH, OR TO SET UP RECURRING PAYMENT, PLEASE CONTACT US AT [email protected].
PLEASE BE SURE TO INCLUDE ACTIVE'S INVOICE NUMBER ON YOUR REMITTANCE Bill To:
City of Santa Monica
Attn: Aaron Orozco
2600 Ocean Park Blvd.
Santa Monica, CA 90405 United States
Ship To:
CITY OF SANTA MONICA
Attn: Aaron Orozco
2600 Ocean Park Blvd.
Santa Monica, CA 90405 United States
Sales Person Sales Order # - Order Type Quote # Terms Due Date Transaction Type Curr Jones, Kevin A 2155309-AMER PARKS & REC 01490810 30 NET 30-JUN-19 INV-INC COM SOL USD Ln Item # Description Delivery Method Ordered Invoiced UOM Unit Price Ext Amount 1 77310
ACTIVE Net - Electronic Signature Pad Color
5.7in (DUAL SERIAL/HID USB BACKLIT) W/
Software
19.00 19.00 Each 597.50 11,352.50
2 77311 ACTIVE Net - Signature Pad Tilt Stand 19.00 19.00 Each 157.50 2,992.50 Sub-total: 14,345.00
Tax Total: 1,255.18
Invoice Total: 15,600.18
Please Pay this Amount: Balance Due: 15,600.18
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82