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HomeMy WebLinkAboutACTIVE NETWORK, THE 2C - 2008City of Santa Ana Clerk of the Council AGREEMENT TERMINATION G 200a J Please complete this form when the attached agreement is no longer in effect Return form to the Clerk of the Council Office (M -30). l� , Call 647 -5237 if you have any questions. The agreement with No. //- 0'000 - 0027 was completed on 1 ,PI I r Q I and final payment has been made. K) -e5t6o -01 Revised 07 -23-07 Department: T MA- Phone/Ext.: "1 Signature: A( r,,O ICk l 1 Date: -lit t I INSURANCE ON FILE � N- 2008 - 027 -003 WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE: Y ,`Z,`3 ZOIt_ AMEND ENT TO AGREEMENT THIS AMENDMENT TO SOFTWARE AINTENANCE AGREEMENT is made and entered S i S v1Q into this ls` day of May, 2011 by and bet `een The Active Network N.A_, hie. (hereinafter Ci ���CAS "Consultant "), and the City of Santa Ana,; (hereinafter "City "). RECITALS: The parties entered into Agrecme t N- 2008 -027, as amended from time to time, (hereinafter the "Agreement ") by which Consultant has provided software support and maintenance for its Recreation an' Facilities Management software. 2. In accordance with the tcnns and�onditions of said Agreement, the parties wish to extend the term and provide fora nual compensation. WHEREFORE, in consideration of the co" enants contained in said Agreement, and subject to all the terms and conditions of said Agreeme' t, except those amended in this Amendment to Software Maintenance Agreement and pr `vious Amendments, the parties agree as follows: 1. Section 2.a., COMPENSATION, shah be amended to increase compensation $10,563.30, to pay for software and maintenance ser 'ices for an additional one -year term, as set forth in Exhibit A, attached hereto and incorp "rated by this reference. 2. Section 3, TERM, shall be amended 3. Except as herein amended, all terms force and effect. IN WITNESS WHEREOF, the parties 1- Maintenance Agreement on the day and ATTEST: t -�3�1 �ti� �� � � Y Maria D. Huizar, Clerk the Council APPROVED AS TO FORM: Jo�ph Straka, Interim Cit Attorney RECOMMENDED FOR APPROV ��� Gerardo Mouet, Ex _ rector PRCSA extend the termination date to November 30, 2011. conditions of said Agreement shall remain in full have executed this Amendment to Software first set forth above. CITY OrF S�NT�A ANA DAVID N. REAM City Manager THE ACTIVE NETWORK N.A.. IIVC. (NAME) �q���� (Title) �Ol�,e���z5 ���- O ac>EiveroFrwoex Cnnlapl info, 1Ol B2 T¢I¢sis Gourl, 151 Ilaur San Uiogo. CA 9%121 Unded SIa Ms Pbpn¢[ RRB- 541 -J223 Option 9 -Far: 858- 652 -6220 Questions? FinaJ us al p!;G rS:(aRgy; r'+C1iVpda!!1 Bill Ta: CITY OF SANTA ANA Ailn: Accuunls Payable v0 BOX 1898 M -23 Santa Ana, CA 92J02 Unitod Stares Seles Peraon Service Contract k De. Maim Kanowal SC4 t00003JJ4 Ln I[¢m # Description 1 TOTt 9MR Glass - Mainlananc¢ & SuDPpO Renewal - Re{ Flan R¢y) - pnr workslpiion:01- UEC- 201030 -p 7 TUT2IMR Class - Maintananc¢ a Support Ranawal - Rcs DVICkRC2) � per workslafwn'Ot- UEC -2p 10:30 -I 3 J0636MR Class - Maimanaracc 6 Support Ranawal -Grp Repom:Ol -DEC 2010:30 -NOV -2011' 9 J068TMR Clpas - Mainiananc¢ 8 SuppoR Renewal Brq Pu6lisbing Im¢gmrion) -per server Ul- DEC -20 5 J0880MK < -lass - MalnienanCa B Support R¢n¢wal -Find Systems Inlograiion) -par snrv¢r.Ol- UEF20lC 6 T066flMR Clnsa - Mointenanre & Support Renewal � Cale ep'Ol- DEC - 201030 -NOV -201 f: J JOJOBMR Class - Mainlananw E Support Ran¢wai - Muk p¢r workslaliorc0l- UEC - "LO IB:30 -NOV- ?011[ Please Remit Check Payment Io our Lockbox: Tha Acfrvo Na Work Lockbox 9634 Lw Angalos, I:J\ 80089 -9C.34 EXHIBIT A N- 2008 - 027 -003 INVOICE Cus1 # Invoice R Inwica Data CuBtomm PO # 6J6T 4100005]85 1R- FCB -11 Sbip To: CITY OF SANTA NVA Aanr Maric{,Ia Alvarado p0 ROX 198tl M -21 Santa Ana. CA 92702 Vrulad Shales 1 Itl Terms Dua Datc Transaulon Types Curr 30 Ncl 20 -MAR -11 INV -INC COM 60L USU C overetl Oty Duration Unit Price Amount 61/piiOn (Irk:lndeti �_e�s.s rs'. �rq� u5,5T 'V- 2011.- 11 DD l Year SD6,9G 1.OB irvallons (includes OV -20l Y ] OD 1 Ywr 506.9E 3 595 2 -2 �1 1.00 1 Year 144,J0 144.TD wre.lkak (Desktop D:30 -NOV -2011: 1 0[i 1 Y¢ar 5D6A6 5D6.g6 icplink (Flnanrial 3PNOV -2011: 1.00 1 Year 506.48 SOBA6 Idar (par <oncunanl I,DD lYaar tgd.Jp 194.%6 Irgual - Frvnt Uesk - t UO 1 YOar 194.70 14q Jp Sub - total: 1QS63.3(1 Tax Total: 0.00 Invoice Total: 10,563.30 Payment Received; 0.00 Pleases Pay this Amount Balance Duey '10,563,30 omit Wire /ACH Instructions [o: y'B Bank: Walls Fargo Bartlr, N.A y'a Bank SWIFT BIC: WFBIUS6WFFX y-s Ae<punt Number: 412182688] y a Bank Reuting Number: 121 000298 y B Names: TM1O Adiva N¢Iwurk, Inc. y'a Addreea: ?Ot 82 Taipsis Gwn. San Uiego, CA PI FgSE BE SURE TO INCLUDE ACTYVE'S INVOICE NUMBCR ON YOUR Rf'MII IANC:E AC0I2a® CERTIFICATE OF L BILITY INSURANCE DATE (MM/DD/YYYY) OS/ 18/201 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION � LY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AME D, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONST UTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDE IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, a policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require � endorsement. A statement on this certificate does not confer rights to the PRODUCER Woodruff - Sawyer 8c Co. 2 Park Plaza, Suite 500 N- 2008 -027 -003 Irvine, CA 92614 (888) 646 -9636 SHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD cory rwcr Chantel Popadiuk PHONE F� 949 - 435 -7361 A/c Na : 949 - 476 -31 18 ADDRIESS: C o adiuk wsandco.com INSURE S AFFORDING COVERAGE NAIC n INSURER A : Federal IT1SilI'anCe COm an 20281 INSURED Active Network, Inc 10182 Telesis Ct., Suite 300 San Diego, CA 92 1 2 1 -4777 L INSURER B : TraVelerS Pro a Casual Com an of Am 25674 INSURER c : Chartis S ecial Insurance Com an 26883 INSURER D LIMITS COVERAGES rvDT�vrrw rc u�uae cD. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW SHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDIT N OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFF RDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY H VE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE L POLICY NUMB � POLICY EFF MM/DD POLICY EXP MM/DD/`lYYY LIMITS A GENERAL LIABILITY 3587791 ' 04/16/2011 04/16/2012 EACH OCCURRENCE S I OOO OO X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR PREMISES Ea occurrence $ 1,000,00 MED EXP (Any one person) $ 1 Q,OO PERSONAL 8 ADV INJURY $ 1,000,00 GENERAL AGGREGATE S 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2 OOO OO POLICY PRO- LOC S A AUTOMOBILE LIABILITY 73546685'. U4/16/2U11 04/16/2012 Ea eccitleD SINGLE LIMIT 1 QOO OO %{ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accltlent ( ) S HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Par auJtlant $ S A }{ UMBRELLA DAB X OCCUR 798652881'. 04/16/2011 04/16/2012 EACH OCCURRENCE $ 12 000 OO EXCESS LIAR CLAIMS -MADE AGGREGATE $ 12 OOO OO DED RETENTION$ g B AND EMPLOYERS' L BILL ITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER /MEMBER EXC LUDED� � (Mentlatory In NH) If es, tlexnbe under DESCRIPTION OF OPERATIONS below N / A HEUB3HH 1N � 61 1 04/16/201 1 04/16/2012 X NiC STATU- DTH- E.L. EACH ACCIDENT $ 1 000 OO EL DISEASE - EA EMPLOYE S 1 000 �0 E.L. DISEASE - POLICY LIMIT S 1,(]�O,QQ C Etrors &c Omissions 01754789 04/16/2011 04/16/2012 Limit $10,000,000 /SIR $100,000 Retroactive Date: 07/10/03 � DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 101, AtldMOnal Rem Schetlule, Il mots space la requlratl) City of Santa Ana, its officers, agents and employees aze included as additi non - contributory. See attached sepazation of insured's clause - form #80 - 02':'2000. ��'nal insured aZl�'t1��Y jsw jt�n,d�tr�t(i� a�t��Coverage is primary and Laura Stilt ee y Assistant City Attorney CI Of Santa Ana, its officers, a ents and em 10 ee5 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE tY g P Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attention: Silvia Cuevas ACCORDANCE WITH THE POLICY PROVISIONS. 26 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATVE LOAN #: ID #: ©1988 -20'10 ACORD CORPORATION. All rights reserved. ACORD 25 (20'10/05) The ACORD name and log. are registered marks of ACORD Liability Sn'urance Endorsement Policy Period 04/1; /2011 to 04/16/2012 EFfective Date Policy Number 35871 916 Snsured Active Netwo�u c, Inc Name oP Company F eral Insurance Company Date Sssued OS/18/2 ;11 This Endorsement applies to the following forms: Under Who Is An Insured the following provision is added: Wino Ss An Snsured Scheduled Person Or Subject to all of the terms Organization the Schedule, acting pursu or organization, is an insu your operations, or your p: to provide them with such However, no such person < • assumption of liabili to the liability for da person or organizati� • damages arising out City of Santa Ana, its ofFCers, agents and employees Attention: Silvia Cuevas 26 Civic Center Plaza Santa Ana, CA 92701 Liability Insurance Form 80 -02 -2367 (Rev. 8- ,d conditions of this insurance, any person or organization shown in �t to a written contract or agreement between you and such person d; but they aze insureds only with respect to liability arising out of vises, if you are obligated, pursuant to such contract or agreement, surance as is afforded by this policy- organization is an insured with respect to any - by them in a contract or agreement- This limitation does not apply ages for injury or damage, to which this insurance applies, that the would have in the absence of such contract or agreement - 'their sole negligence. Additional Insured {:- Scheduled - Person Or oroani z.a r;.�, ., continued Pa ge I T1t110 SS Ail Sciaeduled Person Or Organization (continued) Schedule Persons or organizations that between you and such person this policy; but they are insur agreement requires the person However, no person or organ described under any other prc of any limitation applicable tl All other terms and thori2ad RBprBSBntati �ou are obligated, pursuant to written contract or agreement �r organization, to provide with such insurance as is afforded by des only if and to the minimum extent that such contract or or organization to be afforded status as an insured. ration is an insured under this provision who is more specifically vision of the Who Is An Insured section of this policy (regardless ;veto). remain unchanged. Liability Snsurance Additional Insured - �cheduSed Person Or Organization Last page Form 80 -02 -2367 (Rev. 8 -09) Endorsement Pa o'e 2 .� NAMED INSURED: Active Network Inc I POLICY NUMBER: 35877916 Conditions Out %eS In The EVenf Of F. Knowledge of an o urrence or offense by an agent or employee of the insured will not OCCUrrenCe, Offense, constitute knowled �'' by the insured, unless an officer (whether or not an employee) of any Cla %m Or Suit insured or an offic •s designee knows about such occurrence or offense. (continued) G- Failure of an agent r employee of the insured, other than an officer (whether or not an employee) of any i � ured or an ofScer's designee, to notify us of an occurrence or offense that such person k ' ws about will not affect the insurance afforded to you. FI. If a claim or loss do `s not reasonably appear to involve this insurance, but it later develops into a claim or loss t" which this insurance applies, the failure to report it to us will not violate this conditio °, provided the insured gives us immediate notice as soon as the insured is aware that this ins', ranee may apply to such claim or loss. Lega/ ACt %On Aga %nst US No person or organization "as a right under this insurance to: join us as a party or therwise bring us into a suit seeking damages from an insured; or sue us on this insura ce unless all of the terms and conditions of this insurance have been fully complied with. '. A person or organization `. y sue us to recover on an agreed settlement or on a final judgment against an insured obtaine after an actual: trial in a civil procee ` ing; or azbitration or other a mative dispute resolution proceeding but we will not be liable for damages that aze not payable under the terms and conditions of this insurance or that are in exc ` s of the applicable Limits Of Insurance. Other /nsurance If other valid and collectible cover under this insurance, Primary /nsurance This insurance is primary e: If this insurance is primary, primary. Then, we will shar Sharing provision describes Excess /nsurance This insurance is excess ove other basis: A. that is Fire, Extended your work; B- that is insurance that occupied by you with C. if the loss arises out o Autos Or Watercraft t insurance is available to the insured for loss we would otherwise ur obligations are limited as follows. ept when the Excess Insurance provision described below applies. ur obligations are not affected unless any of the other insurance is also with all that other insurance by the method described in the Method of any other insurance, whether primary, excess, contingent or on any Builder'sltisk, Installation Risk or similar insurance for plies to property damage to premises rented to you or temporarily permission of the owner; aircraft, autos or watercraft (to the extent not subject to the Aircraft, Lia6i /ity /nsurance Form 80- 02- 2000(Rev. 4 -O �) Contract Page 22 of 32 Genera/ Conditions Other /nsurance n. that is insuranc' (continued) rovide 'ito ou b an 1. p y y y person or organizatiop working under contract or agreement for you- r 2, under w ich you are included as an insured; or E. that is insuranc �' under any Property section of this policy. When this insurance i � enccess, we will have no duty to defend the insured against any suit if any other insurer has a du to defend such insured against such suit If no other insurer defends, we will undertake to do s � ,but we will be entitled to the insured's rights against all those other insurers. When this insurance i �' excess over other insurance, we will pay only our share of the amount of loss, if any, that exce s the sum of the total: amount that all �' ther insurance would pay for loss in the absence of this insurance; and of all deductibl and self- insuredamounts under all other insurance. We will share the re ' fining loss, if any, with any other insurance that is not described in this Excess Insurance pro ision and was not negotiated specifically to apply in excess of [he Limits Of Insurance shown in li>eclazations of this insurance. Method of Sharing j' If all of the other ins nce permits contribution by equal shares, we will follow this method also. Under this method ea h dnsurer contributes equal amounts until it has paid its applicable limits of insurance or none of eloss remains, whichever comes first. If any of the other ins ' ante does not permit contribution by equal shares, we will contribute by limits. Under this met od, each insurer'sshaze is based on the ratio of its applicable limits of insurance to the total $licable limits of insurance of all insurers. Prem %Urn Audit We will compute all ` emiums for this insurance in accordance with our rules and rates. In accordance with th I Estimated Premiums section of the Premium Summary, premiums shown with an asterisk ( *) az estimated premiums and aze subject to audit. In addition to or in lie �� 0f such designation in the Premium Summary, premiums may be designated as estimated premiu ' elsewhere in this policy. In that case, these premiums will also be subject to audit, and the second � atagraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of /n3uredS Except with respect t I, the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first ' med insured, this insurance applies: as if each name insured were the only named insured; and separately to ea hinsured against whom claim is made or suit is brought L_iabi /ity /nsurance Form 80- 02- 2000(Rev. 4 -07) � Contract Page 23 of 32