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Active Network - 2013 Service Agreement for SoftwareSoftware as a This Software as a Service Agreement ("Agreement") is made effective as of 1/812013 (the "Effective Date ") and entered into between The Active Network, Inc., 10182 Telesis Court, San Diego, CA 92121 ( "TAN" or "we" or 'us) and City of Gilroy ( "you" or "your" or "Client "). The parties agree as follows; 1. Services. TAN will provide you access to its software as a solution product ( "Software ") as wall as services and support ( "Services ") related to your events, camps, licenses, classes, tickets, facility /equipment use, transactions, sales, memberships, reservations, donations, and /or activities (together, "Events "). The features, services, options, and fees are described more fully In schedule(s) to this Agreement (each, a "Schedule "). The initial Schedule is attached hereto as ExhlbitA Each additional Schedule must be signed by both parties and will be governed by this Agreement. You agree to provide us with certain Information relating to your organization as necessary for us to provide the Software and Services. Software provided under this Agreement is deemed delivered when made available to you. 2. License to Intellectual Property /Promotion. a) TAN retains all right, tile, and interest in and to its Software and Services and any underlying software subject to the limited license provided by this Agreement. b) TAN hereby grants to you a limited, non - exclusive, non - transferable license (t) to use the Software and Services solely in accordance with the Schedule and this Agreement, and (it) to display, reproduce, distribute, and transmit in digital form TAN's name and logo solely for the purposes set forth in this Section 2. You hereby grant to TAN a limited license to use information provided by you relating to your organization, which may include your organization's name, trademarks, service marks, and logo, in connection with the promotion of your organization or Events, c) You will make reasonable efforts to promote and encourage the use and availability of the Software In connection with the promotion of your Events for which you are using the Software and Services. You will include TAN's name and logo in newsletters, printed registration forms or mailings provided by you to prospective participants (e.g., by inserting the following statement in any online or print media related to your Event: "Online Registration Powered by Active,com '). TAN will be the sole and exclusive provider of registration services similar to the Software and Services provided to Client hereunder for each Event for which you are using TAN's Software and Services during the term of this Agreement. d) You agree to receive notifications regarding free product, promotional items, and giveaways at your Event(s) or facility(ies), but you may opt not to receive the items from TAN. Registrants of your Events may opt -in to receive information, items, or promotions /deals from TAN; we will be responsible for providing customer service for any such offers. e) Each party agrees to comply with all applicable laws, rules, and regulations relating to such party's obligations hereunder. 3. Information Collection. TAN collects certain information from individuals as part of the registration process for your Events. You may login to our data management system to access this information. You are responsible for the security of your login information and for the use or misuse of such information by users authorized by you to use the Software and Services. You will immediately notify TAN in writing if any such users are no longer authorized. Both parties agree to use the collected information in compliance with (I) all applicable laws, rules and regulations, including, without limitation, those governing online privacy and use of credit card data (Le'. using credit card information only for purposes authorized by the cardholder); (it) applicable Payment Card Industry Data Security Standards; and (iii) TAN's privacy policy as published on itswebstte. A. EM, a) Client wig pay the fees as more fully described in the applicable Schedule. For registration Software, unless otherwise set forth or the applicable Schedule, TAN will collect registration fees charged by you from individuals who register for your Events online, for the purposes of card association rules, as a merchant of record but not a seller of record. TAN wig remit those sums to you, net of chargebacks and any other offsets, weekly unless otherwise set forth in the applicable Schedule, less TAN's service fees as set forth in the applicable Schedule. TAN may suspend, its performance hereunder, including remitting payments, in the event it reasonably believes that the Software or Services are being used for fraudulent or other suspect purposes. If you have agreed to a minimum volume commitment in a Schedule, TAN also has the right to charge fees owed to it by you if your organization does not meet the agreed volume commitments and may collect those fees by issuing an invoice or by offsetting the deficiency from any account balance you maintain with TAN. Any minimum volume commitment calculations will begin on the date that the Software is live for your Event(s). TAN may also reimburse itself for any chargebacks, returned items or overdue fees owed by you out of the registration fees it collects on your behalf by offsetting your account. If the Schedule indicates that you are paying on a subscription basis, you will be invoiced for the first year of subscription fees upon the first live operational use of the Software ( "Go -Live Date "), with subsequent annual subscription fees being invoiced upon each anniversary of Go -Live Date. Payment of subscription fees are due within thirty (30) days of your receipt of an invoice. All fees and prices are in United States Dollars unless otherwise specified. b) All fees that are not directly collected by TAN as part of registration fees will be due from you within thirty (30) days from the end of the remittance cycle during which the fees accrued. These fees are displayed on your account statement Past due fees shall accrue interest at the annual rate of ten percent (10 %) per annum. In the event of delay in paying a fee, you agree to reimburse TAN for any fees incurred in its collection efforts. TAN may suspend or deactivate your account if your account is more than thirty (30) days past due. Vamiaw 11 /11/11 Service Agreement c) TAN reserves the right to modify the fees once per calendar year, provided that any Increase will not exceed five percent (5 %). TAN shall notify Client at least thirty (30) days in advance of any such change. If we modify the fees, you can terminate this Agreement at that time by providing written notice within thirty (30) days following the date the change is implemented. d) As the seller of record, you will be solely responsible for, and will pay, any and all use, excise, sales or privilege taxes, duties, value added taxes, fees, assessments, or similar liabilities, chargeable by a governmental authority as a result of any Software or Service provided under this Agreement Taxes on TAN's net Income are excluded. e) In the event you are entering into this Agreement and seeking the Services for the benefit of a third -party event or organization ( "Third Party Beneficiary'), you agree that we may send registration fees collected by us directly to the Third Party Beneficiary. 5: Disclaimer of Warranty /Limitation of Llability. TAN EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN "AS -IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TAN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES. TAN'S TOTAL AGGREGATE LIABILITY FOR ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMIT ED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU AS CONSIDERATION FOR THE SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. 6. Indemnification. a) Each party (the "Indemnifying Party") shall defend, settle, and pay damages (including reasonable attorneys' fees) ( "Damages') relating to any third party claim, demand, cause of action or proceedings (whether threatened, asserted, or filed) ( "Claims ") against the other party hereto (the "Indemnified Party") to the extent that such Claim is based upon: (t) the Indemnifying Party's violation of any applicable law, rule, or regulation; and /or (it) provision, by the Indemnifying Party, of materials, products, or services as part of such party's obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are used in accordance with this Agreement. b) You shall further defend, settle, and pay Damages relating to Claims to the extent based on (i) injury or death to a person or damage to property resulting from the participation in an Event operated by you in connection with the Software and /or Services 7. Term and Termination. The term of this Agreement shall be for one (1) year from the Effective Date with automatic renewals for one (1) year terms thereafter, unless either party gives written notice to the other party to terminate this Agreement no less than ninety (90) days prior to the expiration of the then -current term. Either party may terminate this AgreemenL• (a) upon a material breach by the other party, if such breach is not cured within thirty (30) days following written notice to the breaching party; or (b) where the other party is subject to a filed bankruptcy petition or formal insolvency proceeding that is not dismissed within thirty (30) days. 8. Miscellaneous. a) Any notices required to be given under this Agreement shall be in writing sent to the address set forth below for Client or, in the case of TAN, to the address set forth above to the attention of General Counsel. 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. b) This Agreement is non - assignable without the written consent of the other party, except that TAN may assign without consent: (i) its rights to receive payments; or (ti) the Agreement to an affiliate or in connection with any sale of or any other transaction involving the transfer of more than fifty percent of its voting securities or assets. Any assignment in violation of this Agreement will be void. c) This Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of laws provisions thereof, Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Santa Clara County, California. d) This Agreement contains the entire understanding of the parties regarding the subject matter hereof and can only be modified or amended by a subsequent written agreement executed by both parties. e) Sections 2, 3, 5, 7, and 8 of this Agreement and any fees owed by you shall survive any termination or expiration of this Agreement. 1) ff any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. g) No waiver of any provision of this Agreement or any attachment shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. h) Neither party will be deemed to be in default hereunder, or will be liable to the other, for failure to perform any of its obligations under this Agreement to the extent that such failure results from any event or circumstance beyond that party's reasonable control. SIGNATURE PAGE Software as a Service Agreement By signing this Agreement, each party represents and warrants that it has the necessary and full right power, authority, and capability to enter into this Agreement and to perform its obligations hereunder. THE 6ME NETWORK, WC. By✓ c / Vy� Jv (Signat r V. ) ' S�StG y/cy�tJ�LL�/ VP Print Name and Title 1 Date: i • F • 'Lo 13 CLIENT (Full Legal Name) E -Mail By: Phone: (Signature) Address Print Name and Title City, State and Zip Checks payable to Event URL (Web site) Date: Approved as to Form: Attest: City Attorney City Clerk 2 Software as a Service Agreement By slgnlrg Ibis Agreement, each party represents and warrants that It has tie necessary and lull right power, authority, and capability to enter Into this Agreement and to perform its obllgeUons hereunder. B HE IN WORK, J�jC, (Signal o "" L-L-Y J UP ', Z s PAM Name and Title Date: l - 4 • Z.0 %3 CLIENT 1c, of GIroy C�►r�siin�.�urn�'� �.i}y S9droy.01`9 me) E -Mall Phone: 1 'J YJ 0 25t) l(3� Thomas Ha 4und, Adrnpt IrC� CA gSGZu Print Name and Tit qity, State and lip Al AdhiinI51Y6 F,, Woke payable to r Event URL (Web site) Date; rArOproved as to Form; Atlest;' CltyAltomey) t1r�t1�� V IIyC)erlc tSi'w��i� ���'� Software as a Service Agreement EXHIBIT A The Active Network 10182 Telesis Court, Suite 100 San Diego, CA, 92121, United States Date: 04/02/2012 Expires: 01/14/2013 Customer: ActiveNet - Technical Professional Services - Data Hr 8 GILROY RECREATION DEPARTMENT $1,600.00 Conversion Bill To: Ship To: Gilroy Recreation Department GILROY RECREATION DEPARTMENT Hr 7351 ROSANNA STREET 7351 ROSANNA STREET $800.00 GILROY, CA 95020 UNITED STATES GILROY, CA 95020 UNITED STATES Account Manager: Walsh - Krenicki, Jessica Payment Terms: 30 NET 9.0 ActiveNet - Standard Professional Services - Activity Line Product Units Qty Discount Unit Price Total Price Registration Selling (USD) Selling (USD) 1.0 ActiveNet - Activity Registration Ea 1 $0.00 $0.00 2.0 ActiveNet - Facility Reservation Ea 1 $0.00 $0.00 3.0 ActiveNet - Membership Ea 1 $0.00 $0.00 4.0 ActiveNet - Point of Sale Ea 1 $0.00 $0.00 5.0 ActiveNet - Public Access Ea 1 $0.00 $0.00 6.0 ActiveNet - Data Conversion Ea 1 $0.00 $0.00 7.0 ActiveNet - Technical Professional Services - Data Hr 8 $200.00 $1,600.00 Conversion 8.0 ActiveNet - Standard Professional Services - General Hr 8 $100.00 $800.00 Settings 9.0 ActiveNet - Standard Professional Services - Activity Hr 16 $100.00 $1,600.00 Registration 10.0 ActiveNet - Standard Professional Services - Activity Hr 4 $100.00 $400.00 Registration - Enhanced Customer View 11.0 ActiveNet - Standard Professional Services - Facility Hr 16 $100.00 $1,600.00 Reservation 12.0 ActiveNet - Standard Professional Services - Facility Hr 4 $100.00 $400.00 Reservation - Resource Scheduler 13.0 ActiveNet - Standard Professional Services - Membership Hr 16 $100.00 $1,600.00 14.0 ActiveNet - Standard Professional Services - Point of Sale Hr 8 $100.00 $800.00 15.0 ActiveNet - Standard Professional Services - Public Access Hr 16 $100.00 $1,600.00 (Online) 16.0 ActiveNet - Standard Professional Services - PreProject Hr 9 $100.00 $900.00 Planning 3 17.0 ActiveNet - Daily Onsite Fee 18.0 ActiveNet - ACH Remittance- Every 1 week 19.0 ActiveNet - Safari Migration Discount Software as a Service Agreement Day 5 Ea Hr $500.00 $2,500.00 -1500 $0.00 $0.00 -11300 ($11,300.00) ($11,300.00) Total(USD) $2,500.00 General • Customer shall pay TAN all fees for licensed software purchased hereunder upon delivery of the software. • Delivery of licensed software shall be deemed to have occurred upon TAN's email transmission to customer's designee of an FTP link permitting download of the software from TANs designated online site, or where delivered in the form of physical media, FOB Origin. • The start date for support and maintenance for implementations performed by TAN will be the first day of implementation of the licensed software or 90 days following the delivery of the licensed software, whichever occurs first, and upon delivery of the licensed software for implementations performed by customer or a third party vendor. • Sales taxes, where applicable, are not included and prices are in the currency of the country of installation (subject to change without notice). • Hardware, operating system, 3rd party software and site preparation are not included unless otherwise noted. • Quoted prices for onsite services do not include airfare. If onsite services are required, economy airfare will be assessed and invoiced separately. Onsite services are billed in minimum, 8 hour daily increments. • The software and manuals are available for download. • All hardware sales are final. Hardware is covered by standard manufacturers warranty. Equipment that is defective upon arrival will be replaced. RMA process will apply for items after support has indicated there are no alternatives. • Customer must notify TAN in writing of any defective hardware within 7 days of its receipt. Any notices received after 7 days concerning defective hardware will be null and void and will not be accepted for return or replacement by TAN. Ongoing Fees Cash and check payments entered by Client through the staff interface will be assessed a 1.5% Service Charge. Gift Cards, Scholarships, Credit on Account transactions are exempt from this Service Charge. An ECP (electronic check payment) Service Charge of 3% will be applied to offline ECP payments. Refunds to ECP will be assessed a $0.10 refund fee. All other staff interface payments will be assessed a Service Charge of 3.75% and any refunds of such payments will be assessed a $0.10 refund fee. All offline Service Charges will be paid for by the Client and will be deducted from remittance totals or invoiced as appropriate As a part of a promotional offering each online registrant will pay the event registration fee charged by Client and a Service Charge equal to 4.5% + $1.00 for all transactions $0 -$150, $150 -$500 = 3.5% + $5.50, and $500+ = 2.5% + $10.50 with a minimum Service Charge of $2.00 until Dec 31, 2013. After the promotional offer, starting Jan 1, 2014 each online registrant will pay the event registration fee charged by Client and a Service Charge equal to 6.5% + $1.00 for all transactions $0 -$150, $150 -$500 = 3.5% +$5.50, and $500+ = 2.5% + $10.50 with a minimum Service Charge of $1.00. There are no advertising offers — Active Rewards or Active Readers - on the public access interface. TAN may change the Service Charges at any time and Client agree to such change unless Client provides TAN with written objection to such change within 30 days from the date such change is first implemented. TAN will be responsible for collecting all registration fees charged by Client and all Service Charges assessed by TAN. All registration fees, except Service Charges, are Client's exclusive property. Any registration fees collected by TAN will be sent to Client weekly by ACH and Service Charges shall be retained by TAN. TAN shall not be responsible for processing or making any refunds. TAN may reimburse itself for any chargebacks and associated fees out of registration fees collected by it. In the event such funds are not available, Client agrees to reimburse TAN for any chargebacks or refunds. Software as a Service Agreement ANNUAL SUPPORT AND MAINTENANCE The following supplies and services are included in Support and Maintenance: • Unlimited technical support between 6:OOam and 6:OOpm Pacific Time, Monday through Friday via telephone (800.663.4991), email or web portal (httt : / /support.theactivenetwork.com) • Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, provided that: o Site has remote access and Internet email capability for extended support hours • Support calls placed during extended support hours must be placed by an authorized contact person • Support calls during extended support hours are for `system down' problems that result in a customer's inability to fulfill critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work- around. All other calls placed during extended support hours will be billed to the customer. • Access to the Active Network's secure customer care web portal, discussion forums, knowledgebase and online training materials • Regular documentation and communication • Support also includes, if such assistance can be provided in 15 minutes or less: o Assistance troubleshooting Third Party products i.e. Crystal Reports, Citrix client o Assistance to isolate and/or troubleshoot difficulties resulting from sources other than Active Network products and services, such as: • General network/intemet support i.e. network access, printing, intemet access • PC hardware troubleshooting • PC setup, configuration and optimization • Network operating system configuration and functionality • Basic Microsoft Windows functionality (i.e. Windows Explorer or Internet Explorer) • Loss of supervisor or other password ANNUAL SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS The following supplies and services are included in Support and Maintenance: • Installation of new software releases • Monitoring of connectivity and critical functionality at all times (24hr x 365 days /year) by highly skilled personnel using an extensive series of automated probes from multiple locations • Response to site - down/critical issues within one hour, with reasonable efforts to advise your organization of the current status and expected resolution time • Service agreements between The Active Network and critical vendors essential to the continuing successful operation of the hosted environment • Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts to notify your organization of scheduled maintenance times and potential impacts to service • Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action), which may temporarily degrade service or cause outages. The Active Network may undertake urgent maintenance at any time deemed necessary and shall provide status updates to your organization as soon as possible. Software as a Service Agreement SUPPORT ISSUE PRIORITIES AND TIMELINES TICKET RESOLUTION TARGETS • New support incidents are assigned one of the following levels, each with its respective standard ticket resolution target: Call Description Standard Priority Level Completion Target Priority 1 Fatal issues that result in the customer's inability to fulfill 1 business Day critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals ) and that have no reasonable work- around Priority 2 Serious issues significantly impacting use of the system but 2 business day do not pre vent core functions from being fulfilled Priority 3 All other issues, except those classified as D (Low); i.e. how- 3 business days to question s, reporting/reconciliation issues Priority 4 Issues that are not time - sensitive or may be undertaken as None customer service initiatives outside the scope of this A reement Guaranteed For Hosted Customers 95% per year U time SERVICES NOT INCLUDED The following supplies and services are excluded from Support and Maintenance: • 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 customer's personnel • Improper treatment or use of the software • Onsite or remote training services • Full report customization service • Database - specific services or assistance RESTRICTIONS The following actions will void the support and maintenance portion of the Active contract: • The use of any other application that modifies data in the database, whether created by you or otherwise • The use or creation of any other application that competes with or replaces a module that is offered by the Active Network to work with either the application or the application's database rol Software as a Service Agreement HOLIDAY HOURS (US AND CANADA) Holiday Open with reduced staff Closed New Year's Day (January 1st) ✓ Martin Luther King Day (3rd Monday in January) ✓ President's Day (3rd Monday in February) ✓ Good Friday (Friday before Easter) ✓ Victoria Day (3rd Monday in May) ✓ Memorial Day (Last Monday in May) ✓ Canada Day (July 1 st) ✓ Independence Day (July 4th) ✓ Civic holiday (1st Monday in August) ✓ Labor Day (1st Monday in September) ✓ Canadian Thanksgiving/Columbus Day (2nd Monday in October) ✓ Remembrance Day/Veteran's Day (November 11th) ✓ US Thanksgiving (4th Thursday in November) ✓ Day after US Thanksgiving (4th Friday in November) ✓ Christmas Day (Dec. 25th) ✓ Boxing Day (December 26th) ✓ New Year's Eve (December 31s`) ✓ ,�coRn CERTIFICATE OF LIABILITY INSURANCE DATE (MMDD /YYYY) 12/11/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff - Sawyer & Co. 2 Park Plaza, Suite 500 Irvine, CA 92614 CONTACT Chantel Popadiuk PHONE 949 - 435 -7361 FAX 949 - 476 -3118 No Ext : AIC No bM ADDRESS: C o adiuk wsandco.com 35877916 04/16/2012 (888) 646 -9636 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 INSURED Active Network, Inc 10182 Telesis Ct., Suite 300 INSURER B: Travelers Property Casualty Company of Am 25674 INSURER C : Chartis Specialty Insurance Company 26883 GENERAL AGGREGATE San Diego, CA 92121 -4777 INSURER D: PRODUCTS - COMP /OP AGG $ 2,000,00( $ INSURER E: AUTOMOBILE X 1 INSURER F: COVERAGES CERTIFICATE NUMBER- RFVISInN NI IMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY MM DD/YYYY LIMITS A GENERAL LIABILITY j{ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR 35877916 04/16/2012 04/16/2013 EACH OCCURRENCE $ 1,000,00 'AMA GE T RENTED PREMISES Ea occurrence $ 1,000,00 ME EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC PRODUCTS - COMP /OP AGG $ 2,000,00( $ A AUTOMOBILE X 1 LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS 73546685 04/16/2012 04/16/2013 Ea aBGdeDtSINGLE LIMIT 1,000,00C BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident _ $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79865288 04/16/2012 04/16/2013 EACH OCCURRENCE $ 12,000,00 AGGREGATE $ 12,000,00 DED I I RETENTION $ $ B AND EMPLO ERS' L ABILITY Y / N ANY PROPRIETORIPARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA UB3881 N74612 04/16/2012 04/16/2013 X WC STATIT ER E.L. EACH ACCIDENT $ 1,000,00ic E.L. DISEASE - EA EMPLOYEE $ 1,000,00C E.L. DISEASE - POLICY LIMIT $ 1,000,00C C Errors & Omissions Retroactive Date: 07/10/03 018157431 04/16/2012 04/16/2013 Limit $10,000,000 /SIR $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Gilroy, its officers, officials and employees are included as additional insured as respects General Liability as required by written contract or agreemen CERTIFICATE HOLDER CANCELLATION City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ID #: ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured APRIL 16, 2012 TO APRIL 16, 2013 DECEMBER 11, 2012 3587 -79 -16 NBO ACTIVE NETWORK INC FEDERAL INSURANCE COMPANY DECEMBER 17, 2012 Under Who Is An Insured, the following provision is added: Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence. Schedule See Manuscript for Additional Insured Schedule. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80 -02 -2367 (Rev. 8 -04) Endorsement Page 1 Liability Endorsement (continued) Liability Insurance Form 80 -02 -2367 (Rev. 8 -04) All other terms and conditions remain unchanged. Authorized Representative Reference C"opi Additional Insured - Scheduled Person Or Organization Endorsement last page Page 2 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms GENERAL LIABILITY Additional Insured Schedule Continued 80 -02 -2367 APRIL 16, 2012 TO APRIL 16, 2013 DECEMBER 11, 2012 3587 -79 -16 NBO ACTIVE NETWORK INC FEDERAL INSURANCE COMPANY DECEMBER 17, 2012 Additional Insured 80 -02 -2367 - Scheduled Person or Organization County of Santa Clara and Members of the Board of Supervisors of the County of Santa Clara, and the Officers, Agents and Employees of the County of Santa Clara, Individually and Collectively c/o Ebix BPO PO Box 257, Ref# 84- 1018490 Portland, OR 48875 -0257 City of Escondido its Officials, Employees, and Volunteers 201 N. Broadway Escondido, CA 92025 City of Encinitas Parks and Recreation 505 S. Vulcan Avenue Encinitas, CA 92024 City of Austin, Financial & Administrative Services Dept. Attn: Lynda Thorpe, Purchasing Office 124 W. 8th St., Ste. 310 Austin, TX 78701 Liability Insurance ADDITIONAL INSURED SCHE id-OF367 Form 80 -02 -2373 (Ed. 4 -94) Endorsement continued Page 1 Board of County Commissioners of Frederick County, Maryland c/o Ebix BPO PO Box 257, Ref # 80- 0000028389 Portland, MI 48875 -0257 Town of Windsor, its officers, officials, employees and volunteers P.O. Box 100 Windsor, CA 95492 City and County of San Francisco, its officers, employees and agents Risk Management City Hall, Room 352 1 Dr. Carlton B. Goodlett Place San Francisco, CA 94102 Beaumont Unified School District P.O. Box 187, 500 Grace Avenue Beaumont, CA 92223 New Jersey Division of Fish & Wildlife Attn: Barbara Stoff 501 East State Street, 3rd Floor Trenton, NJ 08625 City of Santa Ana Parks, Recreation and Community Services Agency, its officers, agents and employees Attn: Silvia Cuevas 26 Civic Center Plaza Santa Ana, CA 92701 City of Agoura Hills, City, its officers, officials, employees and volunteers 30001 Ladyface Court Agoura Hills, CA 91301 -1434 Nestle Holdings, Inc and /or its subsidiaries, associated or allied companies, corporations, firms or organizations, their directors, officers, employees, partners, and agents c/o Ebix BPO P.O. Box 12010 Hemet, CA 92546 Wynn Resorts, Limited, its directors & officers, subsidiaries and employees Attn: Linda Young Director of Insurance 3131 Las Vegas Blvd. South Las Vegas, NV 89109 City of Santa Monica Attn: David Yeskel 1717 Fourth Street, #250 Santa Monica, CA 90401 City of Santa Barbara Parks and Recreation Attn: Jason Bryan 620 Laguna Street Santa Barbara, CA 93101 Liability Insurance ADDITIONAL INSURED SCHEDULE16*W@ 102 2J l i continued Form 80 -02 -2373 (Ed. 4 -94) Endorsement Page 2 City of Aurora, its elected and appointed officials, officers employees, agents and representatives City of Aurora 15151 E. Alameda Parkway Aurora, CO 80012 Bank of America, N.A., as Administrative Agent, I.S.A.O.A., A.T.I.M.A. 800 Fifth Avenue Mail Code: WA1- 501 -17 -32 Seattle, WA 98104 City of Vista Attn: Bill Crane 600 Eucalypus Ave Vista, CA 92084 Education Holdings, Inc. Federal Insurance Company Attn: Craig Whiting 16 Settlers Trail Darien, CT 06820 Bank of America, N.A., as Administrative Agent, I.S.A.O.A., A.T.I.M.A. 333 S. Hope St, Suite 1300 CA9- 193 -13 -01 Los Angeles, CA 90071 City of Sacramento, its officials, employees, and volunteers c/o Ebix BPO PO Box 257, Ref# 106- Z338006 Portland, MI 48875 -0257 The City of Santa Clara, its City Council, Commissions, Officers, Employees, Agents, and Volunteers c/o Insurance Data Services - Insurance Compliance P.O. Box 12010 -S2 Hemet, CA 92546 -8010 The City of Moreno Valley, the City of Moreno Valley Community Services District, and the Moreno Valley Housing Authority their officers, employees, and agents City of Moreno Valley Moreno Valley Community Services District 14177 Frederick Street Moreno Valley, CA 92553 The City of Glendale, its officers, agents and employees City of Glendale, California 141 North Glendale Ave, Room 346 Glendale, CA 91206 -4499 City of Oxnard, its City Council, officers, employees and volunteers Risk Manager Liability Insurance ADDITIONAL INSURED SCHE t ill ?367 continued Form 80 -02 -2373 (Ed. 4 -94) Endorsement Page 3 300 West Third Street, Suite 302 Oxnard, CA 93030 County of Ventura 800 S. Victoria Avenue Ventura, CA 93009 City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 All other terms and conditions remain unchanged. Authorized Representative Q—A", Liability Insurance ADDITIONAL INSURED SCHEDULE[ d t - q2 E 71' last page Form 80 -02 -2373 (Ed. 4 -94) Endorsement Page 4