HomeMy WebLinkAbout170181 TICKETS.COM - CONTRACT - PURCHASE ORDER - 3305957PP
7
,,acke&. cam
ProVenueMaa Third Party Hardware
and Software Purchase Agreement
Agreement No. AI00-922
This Hardware Purchase Agreement is effective as of the 22 day of September, 2003 by and between
Tickets.com, Inc. (hereinafter "TDC"), a Delaware corporation, at 555 Anton Boulevard, Costa Mesa,
California 92626, (714) 327-5400 phone / (714) 327-5589 facsimile, and The City of Fort Collins,
Colorado, (hereinafter "Client'), a municipal corporation at 417 West Magnolia, Fort Collins, CO
80521, (970) 221-6808 phone / (970) 484-0424 facsimile
I. HARDWARE: TDC agrees to sell, and Client agrees to purchase, subject to the following
Terms and Conditions, the Hardware listed below.
QTY
PURCHASE
ITEM
DESCRIPTION
UNIT
PURCHASE
PRICE
TOTAL
PRICE
1
PCSVRUG
SERVER Configuration, Software Load
1,000
$1,000.00
& Build Fee
1
PWSUG
WORKSTATIONS Configuration,
200
$200.00
Software Load & Build Fee
5
21080057
Magtek PS/2 Credit Card Swipe Reader
175
$875.00
$0.00
$0.00
$0.00
$0.00
HARDWARE TOTAL
$29075.00
H. PRICES AND PAYMENT: Client agrees that the total purchase price, which does not include
shipping and handling, shall be paid in accordance with the following payment schedule:
A. DUE ON PLACEMENT OF ORDER: $1,037.50
B. DUE UPON INSTALLATION: $830.00
C. DUE UPON 30 DAYS AFTER INSTALLATION: $207.50
HL TRANSPORTATION: All charges for transportation and handling of the Hardware shall be
paid by Client.
IV. TAXES: Unless tax exempt in the State(s) in which the hardware is residing or will be utilized,
Client agrees to pay all local, state and federal sales or use taxes, personal property taxes or any
other taxes however designated, levied or based on such charges or on this Agreement or
amounts in lieu thereof paid or payable by TDC in respect of the foregoing, exclusive, however,
of taxes based on net income, which taxes shall be borne by TDC. Should Client not provide
TDC with the appropriate tax exemption certificate upon execution of this Agreement, Client
may be liable for any taxes applied.
TDC, Inc.
Hardware Purchase Agreement
Page 10
09/22/2003
SHIPPING CHECKLIST FOR AIX SERVER BASED NETWORKS
Server Hardware
❑ Display terminal and keyboard (if applicable)
❑ Keyboard
❑ Async-adapter or terminal server
❑ Mouse
❑ Power Cable
❑ Tape backup unit with at least one tape
Server Software
❑ AIX Server installation software
❑ UPS software — please indicate make and model of the UPS
Information required for pre-existing networks
❑ Server's assigned IP address
❑ Gateway address (if applicable)
❑ ROOT password
❑ Notification of the existence of a Novell network
Workstation Hardware
❑ Keyboard
❑ Mouse
❑ Power Cable
❑ Administrative Support Modem and cable (Not needed if using Internet Direct Line Support)
❑ If more than one workstation is being shipped, please label which will be the administrative station.
Workstation Software
❑ PCAnywhere software for the administrative workstation
i ProVenueMaxT"' Software Support and License Agreement
Agreement No. A101-922
This ProVenueMax Software Support and License Agreement is effective as of the 22 day of September,
2003 ("Effective Date") by and between Tickets.com, Inc. (hereinafter "TDC"), a Delaware corporation,
at 555 Anton Boulevard, Costa Mesa, California 92626, (714) 327-5400 phone / (714) 327-5589
facsimile, and The City of Fort Collins, Colorado, (hereinafter "Client"), a municipal corporation at
417 West Magnolia, Fort Collins, CO 80521, (970) 221-6808 phone / (970) 484-0424 facsimile
I. SOFTWARE LICENSE: TDC hereby grants to Client, subject to the terms and conditions
hereof, a non-exclusive license to use, at the System Location, the software described in Exhibit
A, ProVenueMax System System Specification ("Software") during the Minimum Term all as set
forth herein. Client's license is subject to the terms and conditions of this Agreement.
H. SYSTEM LOCATION: The ProVenueMax System covered by this Agreement shall be located
at: 417 West Magnolia, Fort Collins, CO 80521 (hereinafter "System Location").
III. TERM OF AGREEMENT:
A. Initial Term: This Agreement shall not be binding upon TDC until accepted and
executed by the duly authorized representative of TDC. This Agreement shall then be
effective as of the Effective Date, and shall remain in effect through the defined software
support term in Section N.B. of this Agreement, unless terminated earlier in accordance
with the terns hereof.
B. Renewal Terms: This Agreement shall be renewed upon mutual agreement for the
same term length and under the same terms and conditions as the Initial Term not to
exceed four (4) renewal terms, unless cancelled in writing by either party not less than
sixty (60) days prior to the expiration of the Initial Term or any renewal term. Renewals
of this Agreement under the same term length will include no additional license fee.
IV. FEES:
A. License Fee: Client shall receive the initial Software License Fee at no charge if Client
makes its tickets available for sale online through the Tickets.com Internet at the same
time that the Client's ProVenueMax system becomes operational. Internet ticket sales
will be in pursuant to the terms and conditions of the Online Ticketing Services
Agreement entered into between the parties on October 30, 2000. The Term length of the
Online Ticketing Services Agreement shall be amended to be the same term of this
Agreement. Should Client deactivate live Internet sales prior to proposed term, Client
shall be responsible for the cost of the software provided by Tickets.com.
B. ProVenueMax Software Support and Support Fee: Client agrees to pay a quarterly
software support fee for a minimum of one (1) year. Such software support term and
associated fee shall begin on the first day of the first month following installation of the
Software. Client shall be invoiced a quarterly software support fee in the amount of
$2,050.00. TDC may increase the software support fee following the first year of
TDC, Inc.
Software Support and License Agreement
Page 2 of 15
software support by not more than ten percent (10%) in each subsequent year upon thirty
(30) days prior written notice to Client. Any appropriate valid previously paid ArtSoft
Support fees will be credited.
C. Protobase License Fee: Client agrees to pay to TDC a license fee in the amount of
$2,700.00 for the right to use the Protobase software system (Southern DataCom) used
for credit card processing charges. Protobase software is a third -party software product.
D. Protobase Support and Support Fee: Client agrees to pay an annual support fee for a
minimum of one (1) year. Such software support term and associated fee shall begin on
the first day of the first month following installation of Protobase. Client shall be
invoiced an annual support fee in the amount of $440.00. Should Southern DataCom,
provider of Protobase, increase it rates, Client's fee may increase accordingly. TDC will
provide Client with written verification of such increase.
E. Installation: Client agrees to pay hardware and software installation fees in the amount
of $0000.00 for the ProVenueMax System. Client is responsible for all reasonable travel
expenses, including transportation and meals related to installation which will be
invoiced separately. Client is also responsible for any additional installation expenses
incurred over and above this minimum amount. Client agrees that the installation fees
shall be paid in accordance with the following payment schedule:
DUE UPON PLACEMENT OF ORDER: $0.00
DUE UPON INSTALLATION: $0.00
F. Training: Client agrees to pay the employee training fees in the amount of $8,500.00
for training on the ProVenueMax System. Client is responsible for all reasonable travel
expenses, including transportation and meals related to installation which will be
invoiced separately. Client is also responsible for any additional training expenses
incurred over and above this minimum amount. Client agrees that the training fees shall
be paid in accordance with the following payment schedule:
DUE UPON PLACEMENT OF ORDER: $4,250.00
DUE UPON INSTALLATION: $4,250.00
V. PERMISSIBLE USE OF THE PROVENUEMAX SYSTEM:
A. The Hardware referred to in the Hardware Purchase Agreement between TDC and Client
together with the Software forms the "ProVenueMax System".
B. The ProVenueMax System may be used only for, by and on behalf of Client. Client shall
limit the use of the ProVenueMax System to its employees or agents who have been
appropriately trained. The Software must be used only in furtherance of the business of
Client except that Client shall have the right to perform box office services for other
Organizations as long as these services are performed by Client's box office personnel on
Client's equipment at Client's facilities.
C. Client may make one back-up copy of the Software for daily archival purposes provided
no more than seven (7) copies of the Software exist at any one time.
TDC, Inc.
Software Support and License Agreement
Page 3 of 15
D. Except as provided in Section V.C. above, Client shall not reproduce, duplicate or
otherwise copy the Software, materials and documentation pertaining to the Software or
any portion thereof, without the express written consent of TDC.
VI. PAYMENT:
A. All charges due under this Agreement are exclusive of shipping charges which are
F.O.B. Syracuse, New York and will be invoiced separately.
B. A finance charge of 1.5% per month may be assessed on payments not received by TDC
on or before the payment date during the term hereof.
C. Consulting Services provided under this Agreement are outlined in Exhibit B. Any
services rendered by TDC outside the scope of this Agreement, including ProVenueMax
System related services such as additional training, design of special reports, theatre or
arena maps, ticket formats, data conversions and other consulting services expressly
excluded or deemed Additional Services shall be billed separately and in addition to the
payments due hereunder, (hereinafter "Additional Services"). Additional Services will
be billed at the prevailing TDC rate for such service with a minimum charge of one hour,
excluding after hours calls.
VIL TITLE:
A. Other than as set forth herein, Client does not obtain any title or any other rights to the
Software or any documentation pertaining to the Software. The Software and
documentation pertaining to the Software are agreed to be proprietary information,
whether or not any portion thereof may be copyrightable or patentable.
B. Client shall have no right, title or interest in or to the TDC's design, or the
ProVenueMax trademarks or logo. Client shall not remove or obliterate any portion of
any copyright or trademark notices or proprietary legends contained within or about the
ProVenueMax System.
VIII. INSTALLATION:
A. Installation Preparation: Client agrees that the System Location shall be prepared and
made ready by Client for installation within a reasonable time prior to scheduled
installation after TDC signs this Agreement. Client also agrees that TDC will be
provided with full and free access to the ProVenueMax System Location and other
necessary areas upon two days prior notice, which may be made by telephone. Client
will maintain the System Location in a safe manner to allow proper installation and
Client, if requested, shall make available an employee to answer TDC's questions.
B. Client Provided Equipment: All cabling and network infrastructure must be installed
by Client and operational prior to TDC scheduled training. This includes installing the
ProVenueMax server and workstations at Client's location.
TDC, Inc.
Software Support and License Agreement
Page 4 of 15
C. TDC Provided Equipment: Installation of the cabling and network infrastructure is the
responsibility of the Client and must be installed and operational prior to TDC scheduled
training. TDC will be responsible for installing the ProVenueMax server and
workstations.
D. On -site Installation: A TDC technician can be sent to Client's site to perform
ProVenueMax System setup and integration with existing hardware. Client will be
charged for reasonable travel expenses, including transportation and meals, plus the
current installation fees as outlined in Exhibit C. The installation time for the
ProVenueMax System is estimated at 0 days (0 days for installation). This time is
inclusive of all travel time by TDC's personnel. If Client wishes to provide the travel
arrangements for TDC's personnel, pre -approval by TDC's management is required.
IX. TRAINING PROVIDED BY TDC: The training time for the ProVenueMax System is
estimated at 10 days (4 days of on -site training, 3 days of ticketing web -based training, and 3
days of fund web -based training). This time is inclusive of all travel time by TDC's personnel.
Client will be charged for reasonable travel expenses, including transportation and meals of
TDC's training personnel plus the current training fees as outlined in Exhibit C. If Client wishes
to provide the travel arrangements for TDC's personnel, pre -approval by TDC's management is
required. Additional training is available through TDC pursuant to these General Terms and
Conditions, Additional Services.
X. ACCEPTANCE:
A. The Software hereunder will be subject to acceptance testing by Client for a period of
thirty (30) days after it is installed by TDC, using such testing procedures and data as
Client deems appropriate.
B. If Client does not notify TDC in writing of its rejection during said thirty (30) day
period, then Client shall be deemed to have accepted the Software on the thirtieth (30th)
day following installation.
C. To reject the Software, Client must notify TDC by writing within the thirty (30) day
period of its decision to reject the Software and must set out the reasons for its rejection.
Said rejection must have a reasonable basis relating to the performance of the Software.
Client shall, within five (5) days of rejection, return the Software and all documents and
material related thereto, at its expense, and shall thereafter receive a refund of eighty
percent (80%) of all amounts previously paid to TDC under this Agreement within sixty
(60) days of the date that the Software and all documentation are received by TDC at its
Syracuse, New York facilities.
XI. SOFTWARE SUPPORT:
A. Software Support includes diagnostic telephone assistance and consultation to answer
questions and diagnose problems with ProVenueMax Software and to determine the best
way to solve the problems.
B. TDC can deliver on -site Software Support as deemed necessary by TDC and Client.
Such on -site services will be billed as Additional Services including travel time to and
TDC, Inc.
Software Support and License Agreement
Page 5 of 15
from TDC's premises. Client will be charged for all reasonable travel expenses,
including transportation and meals of TDC's personnel.
C. Software Support Exclusions.
The following are not included in Software Support by TDC:
a. Programming of systems installed, contracted or sold to Client by a
company other than TDC, unless TDC elects to support the same;
b. Recovery of programming or data where a backup of programming or
data has not been properly maintained by Client;
C. Software contained on disk or diskette that has been altered or damaged
so as to be no longer compatible with the original Hardware sold by or installed
by TDC;
d. Software Support which is impractical because of alterations in Client's
Hardware or the connection of the Hardware by mechanical or electrical means
to another machine or device; and
e. Any improper or unauthorized modification, misuse, substitution or
addition to the Software by Client or any person not authorized by TDC.
2. If persons other than TDC's representatives modify or perform any maintenance
service on the ProVenueMax System and as a result thereof any service by TDC
is required to restore the ProVenueMax System to good operating condition,
such service will be performed at the sole discretion of TDC and will be billed at
the rate for Additional Services. Client shall designate and make available a
representative of Client to assist TDC, if requested by TDC in performing such
service.
Software Support does not include maintenance, repair, or replacement of any
Hardware nor any installation, assistance or subsequent support of any Hardware
not purchased from TDC by Client.
D. Access to ProVenueMax System: Client will provide TDC with full and free physical
access to the ProVenueMax System in a safe environment with adequate space for
Software Support. In addition, TDC must have on demand access to Client's
ProVenueMax System via internet connection. If the method of connectivity is direct
dial -up from TDC, additional service fees may be incurred by Client.
E. Additional Services: The performance of Support services requested by Client which
are outside the scope of Software Support will be at the sole discretion of TDC. Such
services will be billed at TDC's rate for Additional Services as outlined in Exhibit C.
F. Software Support Within Standard Hours:
TDC, Inc.
Software Support and License Agreement
Page 6 of 15
Software Support will be available by telephone Monday through Friday, except
legal holidays, between 9 a.m. and 9 p.m. (Eastern Standard Time).
2. The Software Support representatives will use their best efforts to respond as
soon as possible within a four (4) hour time period.
G. Software Support Outside Standard Hours: TDC provides twenty-four (24) hour,
three hundred sixty-five (365) day service. If Client requests Software Support services
to commence outside the standard period of Software Support or to continue for more
than one hour past the end of standard support hours, the Services will be deemed
Additional Services and be billable at the prevailing TDC rate for such service for after
hours Monday through Friday, and at time and one half for weekends and double time
for legal holidays as outlined in Exhibit C. For purposes of this Agreement, a day is
defined as eight (8) working hours. TDC will provide twenty-four (24) hour emergency
software support for ProVenueMax System malfunctions.
XH. SOFTWARE MODIFICATIONS AND ENHANCEMENTS.
A. During the term of this Agreement and so long as Client is current in monthly Software
Support payments, Client shall be entitled to receive any enhancements or modifications
to the Software as are provided to other TDC Clients. Software modifications are
provided at no additional charge to Client, subject to any applicable handling charges.
However, no custom Software or report maintenance required to bring the Software or
report(s) in line with a new Software modification will be done free of charge.
B. Software modifications apply only to TDC's ProVenueMax and MEGAworks software.
Client is not entitled to free 3rd party Software upgrades.
C. TDC shall not be responsible for any changes made to the ProVenueMax System by any
party other than TDC without the written approval of TDC. Any such changes shall
immediately release TDC from any and all obligations to correct or maintain the
ProVenueMax System, but in no way shall such changes alter or modify Client's duty
and obligation to maintain the confidentiality of the Software. TDC may, at its option,
terminate this Agreement if such changes are made without the written approval of TDC.
D. Client, within sixty (60) days of notification by TDC, will institute all modifications of
the ProVenueMax System. Failure to institute the modification will result in TDC either
terminating this Agreement or imposing an additional service charge to install the
modification.
E. Client's license applies to all modifications and enhancements in the form of new or
partial software programs or documentation. At the discretion of TDC, Client must
upgrade to the current released version of software programs within six (6) months of
software release.
XIH. CLIENT'S MAINTENANCE OBLIGATIONS: Client shall at all times:
TDC, Inc.
Software Support and License Agreement
Page 7 of 15
A. Keep the area around the ProVenueMax System free from any materials obstructing air
flow and free from excessive dirt, dust or moisture;
B. Install, if necessary, and maintain proper air conditioning on a dedicated circuit,
temperature, humidity and electrical grounding as specified by TDC with prompt
corrections of any improper condition;
C. Minimize static electric build-up in carpeted areas with the use of properly -grounded
static mats and/or the application of anti -static carpet spray as frequently as is required.
D. Client must, at a minimum, make a weekly verified and non -incremental backup copy of
the software data files. TDC strongly recommends that this be done nightly. At no time
will TDC be responsible for Client's data.
XIV. INDEMNIFICATION.
A. Client shall indemnify and hold TDC harmless to the extent permitted by law and subject
to the procedural and other requirements of the Colorado Governmental Immunity Act
and the Charter of the City of Fort Collins against any loss, cost, expense, claim or
liability (including attorneys' fees) resulting from Client's breach of any of the provisions
of this Agreement, or resulting from Client's use of the ProVenueMax System with
exception to the terms of Section XIV.0 below.
B. TDC will indemnify and defend Client in any actions against Client to the extent that
they are based on a claim of infringement for the use of any of the Software, provided
that TDC is immediately notified in writing of such claim. TDC shall have the right to
control the defense of all such claims, lawsuits and other proceedings. Client shall use
its best efforts to aid TDC in conducting any such defense. In no event shall Client settle
any such claim, lawsuit or proceeding without TDC's prior written approval.
C. In case of a judgment adverse to Client or TDC, TDC shall make reasonable efforts, but
shall not be required, to purchase the right to continue use of any infringing Software on
Client's behalf, or to modify the ProVenueMax System to make it non -infringing. If
neither option is reasonably practicable, TDC may discontinue the license granted on 30
days written notice and refund to Client for every full month remaining in the Minimum
Term 1l60th of the license fee paid by Client to TDC under the terms this Agreement.
XV. LI IITED WARRANTY.
A. TDC warrants its Software, and not that of any third party software provider, to be free
from defects in materials or workmanship during the duration of this license under
normal use and service. In the event of any defect in the Software, TDC shall, at it's
option, either (a) return the purchase price or (b) replace the Software that does not meet
TDC's warranty. If failure of TDC's Software has resulted from accident, abuse, or
misapplication, TDC shall have no responsibility to replace the Software or refund the
purchase price. Any replacement Software will be warranted for the remainder of the
term of this Agreement.
TDC, Inc.
Software Support and License Agreement
Page 8 of 15
B. EXCEPT AS SET FORTH ABOVE, TDC MAKES AND CLIENT RECEIVES NO
WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
C. TDC SHALL NOT BE LIABLE FOR ANY GENERAL, SPECIAL OR
CONSEQUENTIAL LOSS, DAMAGE, INJURY, OR LEGAL OR OTHER EXPENSE
INCURRED BY CLIENT OR ANY PERSON OTHER THAN EMPLOYEES OR
AUTHORIZED AGENTS OF TDC, IF ARISING OUT OF THE USE OF THE
PROVENUEMAX SYSTEM BY CLIENT, UNLESS SUCH LOSS, DAMAGE OR
INJURY IS CAUSED BY THE NEGLIGENCE OF TDC, ITS EMPLOYEES OR
AUTHORIZED AGENTS.
XVI. NON-DISCLOSURE/CONFIDENTIALITY.
A. Client acknowledges that the Software and documentation pertaining to the Software is
highly confidential proprietary information. Client, its employees or agents shall not
sell, transfer, publish or otherwise disclose the Software or the documentation to any
person or corporation.
B. TDC and Client acknowledge that any actual or threatened breach of the confidentiality
obligations in this Agreement cannot be adequately compensated by monetary damages
and TDC shall be entitled to immediate injunctive relief for any actual or threatened
breach of such confidentiality obligations, and shall not be required to post Bond. In the
event a court issues an order for injunctive relief, Client shall pay TDC all reasonable
costs and expenses, including attorneys' fees, incurred by TDC.
C. Client hereby covenants and agrees that it will not alter, reverse engineer, disassemble,
modify or otherwise use or alter the ProVenueMax technology except pursuant to the
terms of the license granted herein. Any such activity conducted by Client shall
automatically, and without further action on the part of TDC, terminate the license
granted herein and this agreement except that the obligations of Client with respect to
indemnification and with respect to damages which TDC may incur as a result of such
activity shall survive.
XVH. TAXES: Unless tax exempt in the State(s) in which the software is be utilized, Client agrees to
pay all local, state and federal sales or use taxes, personal property taxes or any other taxes
however designated, levied or based on such charges or on this Agreement or amounts in lieu
thereof paid or payable by TDC in respect of the foregoing, exclusive, however, of taxes based
on net income, which taxes shall be borne by TDC. Client is responsible for paying all taxes
arising out of Client's use related to ticket sales through the Software. Should Client not provide
TDC with the appropriate tax exemption certificate upon execution of this Agreement, Client
may be liable for any taxes applied.
XVIU. TERMINATION.
A. If either party breaches any of its material obligations under this Agreement, the other
party shall have the right to terminate this Agreement and/or discontinue delivery of
TDC, Inc.
Software Support and License Agreement
Page 9 of 15
operational security codes by giving thirty days' notice to the breaching party unless the
breaching party remedies the breach within the thirty -day period.
B. Either party has the right to immediately, without notice, terminate this Agreement in the
event either party terminates or suspends its business, becomes insolvent, makes an
assignment for the benefit of creditors or suffers or permits the appointment of a
receiver, trustee in bankruptcy, or similar official.
C. Upon any expiration or termination of this Agreement, Client agrees to immediately
cease its use of the ProVenueMax System.
D. Either party has the right to terminate this Agreement sixty (60) days prior to the end of
the Initial Term or any Renewal Term by notifying the other party in writing in advance
of such termination.
E. Termination of this Agreement shall not terminate the confidentiality obligations in
Section XVI and the indemnification obligations in Section XIV.
F. Client's obligations to pay the costs, expenses, and fees due and owing pursuant to
Section IV of this Agreement shall survive the termination of this Agreement unless such
termination is the result of a non -cured breach by TDC. In such instance, Client shall be
responsible for costs, expenses and fees incurred up to the termination date.
XIX. MISCELLANEOUS.
A. Except as provided in the Hardware Purchase Agreement between TDC and Client, this
Agreement "constitutes the entire agreement between the parties and may be modified or
supplemented only by a written document signed by an authorized representative of each
party-
B. No waiver of any breach of any provision of this Agreement shall constitute a waiver of
any prior, concurrent or subsequent breach of the same or any other provisions hereof.
C. In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed and the entire Agreement shall not fail on
account thereof and the balance of the Agreement shall continue in full force and effect.
D. All notices shall be in writing addressed to either party at the addresses set forth in the
opening paragraph of this Agreement, or such other address as from time -to -time may be
designated by either party in like manner. Such notices shall be deemed given on the
date of receipt (or refusal) of delivery.
E. TDC or Client may not assign, sublicense or subcontract its rights and obligations under
this Agreement or otherwise transfer to a third party without the prior written consent of
the other and any attempted assignment without such consent shall be void.
F. This Agreement is accepted in the State of Colorado, and shall be enforced in accordance
with the laws of the State of California.
TDC, Inc.
Hardware Purchase Agreement
IV. LEMTED WARRANTY.
Page 2
09/22/2003
A. TDC agrees to replace any Hardware which fails to function pursuant to its published
specifications due to defects in material or workmanship during the first thirty (30) days
after the date of installation. Client is required to return the defective hardware to TDC
within five (5) business days after receipt of the replacement hardware. If the defective
hardware is not received at TDC within five (5) business days, Client will be invoiced
for the retail value of the hardware. During this first thirty (30) days, TDC agrees to pay
all shipping costs of replacement hardware going to the TDC provided that Client uses a
carrier of TDC's choice. If Client uses a carrier not of TDC's choosing, Client will be
responsible for all freight charges of replacement hardware shipped to TDC
B. If the Hardware fails to function pursuant to its published specifications due to defects in
material or workmanship during a period commencing 30 days following initial delivery
to Client and ending three hundred sixty five (365) days after initial delivery, TDC will
use its best efforts to repair the Hardware and will be responsible for all costs of repair
exclusive of shipping and handling. TDC will maintain reasonable quantities of
replacement Hardware available on a rental basis when Client's Hardware is out of
service.
C. Notwithstanding the above, thermal ticket printer print heads which do not function
pursuant to published specifications due to defects in material or workmanship will only
be replaced by TDC during the first ninety (90) days following initial delivery to Client
with any subsequent repair or replacement being Client's responsibility.
D. If any failure of the Hardware to function pursuant to published specifications has
resulted from accidents, abuse or misapplication, TDC shall have no responsibility to
replace or repair the Hardware.
E. Any replacement Hardware furnished to Client will be repaired or replaced in
accordance with this warranty. The warranty on replacements shall continue for the
remaining term of the warranty, or thirty (30) days, whichever is longer.
F. TDC will be responsible for those workstations which TDC has set-up and configured,
and in which Client has purchased Test and Assurance for each of those workstations.
VI. LIMITATION ON LIABILITY.
A. EXCEPT AS SET FORTH ABOVE, TDC MAKES AND CLIENT RECEIVES NO
WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
B. TDC shall not be liable for any loss, property damage, personal injury, legal expense or
other expense incurred by any employee, agent, invitee or licensee of Client or any
person other than employees or authorized agents of TDC regardless of how caused, if
arising out of the use or possession of the Hardware by Client, unless such loss, property
damage, personal injury, legal expense or other expense is caused by the gross
negligence of TDC, its employees or authorized agents. TDC shall not be liable for any
act or omission of any other entity furnishing hardware, services or facilities used with or
connected to the Hardware.
TDC, Inc.
Software Support and License Agreement Page 10 of 15
XX. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be an original and all of which together shall constitute one and the
same agreement.
XXI. FORCE MAJEURE. Except for the payment of any amount due pursuant to this Agreement,
neither party shall be liable to the other for damages in the event of any loss, damage, claim,
delay or default arising by reason of Acts of God, storm, fire, flood, earthquake, labor
disturbance (including strikes, boycotts, lockouts, etc.), war or terrorism, civil commotion,
shortages or unavailability of labor, present or future governmental law, ordinance, rule, or
regulation, disruption of postal, banking, electrical, telephone or other utility service, or other
cause beyond the control of the party sought to be charged.
In witness whereof, the parties have hereunto set their hands and seals as of the date set out beneath their
respective signatures.
THE CITY OF FORT COLLINS, COLORADO
^()
A on d Signature
Printed Name
UM cam or -
Printed sT�itl��'
TICKETS.COM ING�JiL
Authorized Signature
'61el//D Ca4/d/f
Printed /Naame
Ef/p
Printed Title
Sales Contact: Robin Nelson
TDC, Inc.
Software Support and License Agreement Page 1 I of 15
EXHIBIT A
PROVENUEMAX SYSTEM SPECIFICATIONS
SOFTWARE INCLUDED IN LICENSE:
Licenses Software ProVenueMax License Modules
DB (database)
10
Ticketing
9
Fund Development
1
ORG
0
GRP
0
IFP
0
T68
1
T77S
1
Gateway_5
1
Protobase
1
ODBC
1
PVM - Ticketing, Packages, Mkt & Reporting
Fund Development/Membership Module
Organizational Module
Group Sales Module
Integrated Facility Planner
Gateway
Best Seat required for Internet Gateway
Internet Gateway
Credit Card Authorization System
ODBC Driver
HARDWARE EQUIPMENT LOCATION: 417 West Magnolia,
Fort Collins, CO 80521
TDC, Inc.
Software Support and License Agreement
EXHIBIT B
Consulting Services
Page 12 of 15
The following consulting services will be delivered during the installation process, and are included in
the price of the ProVenueMax System.
• One (1) custom sales guide
• Theatre/Space Design:
Design of one (1) assigned seat venue (up to 6,000 seats)
• One (1) Header Ticket
• One (1) Gift Certificate
• One (1) Custom Ticket
• Five (5) Standard Tickets
TDC, Inc.
Software Support and License Agreement
EXHIBIT C
Consulting/Additional Services
Page 13 of 15
1) Customized Services $150/hour
Customized services includes the creation, by the TDC staff, of venue maps, ticket formats,
reports and other custom output. Also systems analysis performed via phone and/or modem by
the TDC staff to make ProVenueMax effective in a specific situation or function, or to make
better use of existing ProVenueMax functionality. This also includes any billable training done
via telephone.
2) Customized Programming $250/hour
Specialized programming performed by TDC Special Projects or Development staff to
accommodate specific Client required functionality.
3) Customized Reporting $150/hour
Specialized custom report generation performed by TDC Special Projects or Development staff
to accommodate specific Client required reporting functionality.
4) Data Conversions and Software Interfacing $150/hour
Data conversions include, but are not limited to, downloading names, subscription history, as
well as transferring history from other automated systems into the ProVenueMax database.
Included in this classification is the design of automated data transfer from ProVenueMax to
other software applications, such as Excel or accounting packages. Files to be converted from
other systems must be submitted in DOS ASCII format with fixed field lengths.
5) On -site Training $1000/day (plus travel expenses)
Saturdays at $1500/day
Sundays & Holidays at $2000/day
Train the Trainer: TDC will send a training representative to educate your managerial
(supervisory) staff on a mutually agreed upon training agenda. TDC recommends class sizes of
1-5 staff members to allow for the most effective learning environment.
Train the Staff. TDC will send a training representative to educate your end users (application
administrators/supervisors/managers) staff on a mutually agreed upon training agenda. TDC
recommends class sizes of 1-10 staff members to allow for the most effective learning
environment
6) In-house Training $750/day
Train the Trainer: TDC will provide a training representative at the Syracuse, NY facility to
educate your managerial (supervisory) staff on a mutually agreed upon training agenda. TDC
recommends class sizes of 1-5 staff members to allow for the most effective learning
environment.
Train the Staff: TDC will provide a training representative at the Syracuse, NY facility to
educate your end users (application administrators/supervisors/managers) staff on a mutually
agreed upon training agenda. TDC recommends class sizes of I-10 staff members to allow for
the most effective learning environment
7) Remote Training $750/day
TDC, Inc.
Software Support and License Agreement
Page 14 of 15
TDC will provide a training representative to educate Client staff on a mutually agreed upon
training agenda. Training will be performed remotely, utilizing virtual technology, which
requires reliable telecommunications link (i.e. Intemet/DSL/Dial-up) and hosting software (i.e.:
MS -Net Meeting or PCAnywhere).
Train the Trainer: TDC will provide a training representative at the Syracuse, NY facility to
educate your managerial (supervisory) staff on a mutually agreed upon training agenda. TDC
recommends class sizes of 1-5 staff members to allow for the most effective learning
environment
Train the Staff: TDC will provide a training representative at the Syracuse, NY facility to
educate your end users (application administrators/supervisors/managers) staff on a mutually
agreed upon training agenda. TDC recommends class sizes of 1-10 staff members to allow for
the most effective learning environment
8) On Site Seminar Training $495/day
TDC will provide a training representative at a pre -approved location to educate our clients,
utilizing a pre — defined fixed training agenda, based upon topics/functions and or client business
models. TDC reserves the right to cancel any training event, per location, if a minimum of 10
attendees are not confirmed 30 days in advance.
9) Web Seminar Training $400/day
TDC will provide pre-recorded / non -interactive Web training seminars. Web seminar training
schedules will be published by topic/function and made available on a periodic basis. Training
will be performed remotely via virtual technology, which requires a reliable telecommunications
link and hosting software. Note: TDC reserves the right to change and or modify seminar
schedules and topics at its own discretion.
10) In-house Hardware Repair and Diagnostics $150/hour (plus shipping)
A technician will perform all necessary diagnostics as well as repair equipment, which has been
purchased from TDC and is not covered by any warranties. Repair and diagnostics are performed
at TDC's Syracuse, NY office.
11) After Hours Support $150/hour
(billed in 15 minute increments)
Saturdays/Sundays at $225/hour
Holidays $300/hour.
Hardware and software support after normal business hours as defined in Client's Agreement,
excluding warranty service.
12) On -site Support $1250/day (plus travel expenses)
Saturdays at $1500/day
Sundays & Holidays at $2000/day
A Client Service Associate is sent to your site to perform on -site software support.
13) Test and Assurance for Client Supplied Hardware $ as listed below
Client supplied hardware will be charged a test and assurance fee based on the following rates:
$200 per workstation : $1000 per NT servers : $2000 per AIX Server:
$7500 HA RISC Server Upgrade.
TDC, Inc.
Software Support and License Agreement Page 15 of 15
14) On -site Installation $1000/day (plus travel expenses)
Saturdays at $1500/day
Sundays & Holidays at $2000/day
A technician is sent to your site to perform ProVenueMax System set-up and integration with
existing hardware.
15) On -Site Services $200/hour
Any additional hours (above and beyond the customary eight hours) required and agreed upon
between TDC and Client to provide on -site services such as training, installation, customizations,
etc.
All prices effective 3/1/03 and can change without notice.
TDC, Inc.
Hardware Purchase Agreement
VII. TITLE AND RISK OF LOSS.
Page 3
09/22/2003
A. Title to the Hardware shall pass to Client only upon Client's payment of the total
purchase price by Client.
B. TDC will ship the Hardware with a carrier chosen by TDC and will bear the entire risk
of loss, damage, destruction or theft of the Hardware for any reason, other than
negligence of Client, its employees or authorized agents, from the time the Hardware is
shipped by TDC only until received at Client's location. After receipt of Hardware at
Client's location, Client will bear the entire risk of loss, damage, destruction or theft of
the Hardware for any reason.
VIII. PROPRIETARY INFORMATION: Client will hold in confidence the information contained
in this Agreement unless Client is required to disclose such information as a matter of law.
IX. GENERAL.
A. Except as provided in the ProVenue Software Support and License Agreement A101-922
between TDC and Client, the terms and conditions of this Agreement supersede those of
all previous agreements between TDC and Client with respect to the subject matter
hereof. Any terms and conditions appearing on Client's purchase orders or
authorizations issued hereunder shall not apply to or become a part of this Agreement.
B. No waiver of any breach of any provision of this Agreement shall constitute a waiver of
any prior, concurrent or subsequent breach of the same or any other provision hereof,
and no waiver shall be effective unless made in writing and signed by an authorized
representative.
C. In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed and the entire Agreement shall not fail on
account thereof and the balance of the Agreement shall continue in full force and effect.
D. The rights and obligations of Client may not be assigned without the prior written
consent of TDC and any attempted assignment without such prior written consent shall
be void.
E. This Agreement is accepted in the State of Colorado, and shall be enforced in accordance
with the laws of the State of California.
X. TERMINATION.
A. TDC shall have the right to terminate this Agreement:
Upon ten days written notice in the event that Client violates any provision of
this Agreement including, but not limited to, payment.
2. Immediately, without notice, in the event Client terminates or suspends its
business, becomes insolvent, makes an assignment for the benefit of creditors or
suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar
official.
TDC, Inc. Page 4
Hardware Purchase Agreement 09/22/2003
B. In the event of termination, Client shall be obligated to return the Hardware to TDC at a
location designated by TDC, unless 100% of the Hardware payment has been received
by TDC. TDC shall be entitled to retain all amounts received from Client as and for
TDC's damages.
XI. EFFECT OF CLIENT'S REJECTION OF SOFTWARE: If Client rejects the Software
which is licensed to Client under the ProVenue Software Support and License Agreement
A101-922 between Client and TDC executed concurrent with this Agreement, Client shall have
the right to return, at its cost, the Hardware sold hereunder for an eighty percent (80%) refund of
the purchase price of such Hardware if such Hardware is in good condition. All packaging,
shipping to TDC's facilities at Syracuse, New York and handling shall be done by or at the
direction of TDC with the cost deducted from the refund.
XII. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be an original and all of which together shall constitute one and the
same agreement.
XIIL FORCE MAJEURE. Except for the payment of any amount due pursuant to this Agreement,
neither party shall be liable to the other for damages in the event of any loss, damage, claim,
delay or default arising by reason of Acts of God, storm, fire, flood, earthquake, labor
disturbance (including strikes, boycotts, lockouts, etc.), war or terrorism, civil commotion,
shortages or unavailability of labor, present or future governmental law, ordinance, rule, or
regulation, disruption of postal, banking, electrical, telephone or other utility service, or other
cause beyond the control of the party sought to be charged.
In witness whereof, the parties have hereunto set their hands and seals as of the date set out beneath their
respective signatures.
THE CITY OF FORT COLLINS,
COLORADO
Au or' ed Signature
Printed Name
Printed Title�--
TICKES.CO
l �
Authorized Signature
0&1/i) 601e5q
Printed Name
Printed Title
Sales Contact: Robin Nelson
Tax Exempt # (Attach certificate, if applicable)
Bill to Address:
417 West Magnolia,
Fort Collins, CO 80521
TDC, Inc.
Hardware Purchase Agreement
Attachment A
ProVenueMax Hardware Requirements
(Updated 6/25/03)
Page 5
09/22/2003
Windows Servers:
• IBM Compatible Pentium 4, 1.5 Ghz or faster recommended, Pentium III, 500 Mhz minimum
requirement
• Microsoft Windows 2000 Server Edition, Windows NT 4.0 Operating Systems (must have I Client
Access License (CAL) for each Ticket workstation)
• 1 gb RAM recommended, 512 mb RAM memory minimum requirement
• SVGA or VGA Color Monitor
• CD-ROM
• 18gb SCSI Hard Disk (minimum)
• Tape Backup Unit equivalent or larger than hard disk
• SCSI controller card for hard disk and tape backup unit (if proprietary controller is installed in CPU,
avoid EISA types)
• 1.44mb 3.5in Diskette Drive
• 1 parallel port, or 1 USB port (for License doggle)
• Serial (com) ports needed — 1 for UPS, 1 for Protobase Modem, 1 for Direct Line Support Modem
(not needed if Internet connection is available)
• Analog modem (requires analog phone line availability at server) or Internet connection (for Direct
Line Support)
• Network Interface card
• APC Smart Uninterrupted Power Supply (UPS) with PowerChute for Windows 2000
• Norton PCAnywhere 10.0 (for Direct Line Support)
UNIX Servers:
• IBM RS6000 400 Mhz (minimum) processor
• Monitor (SVGA or Monochrome) or ASCII Terminal
• AIX Operating System version 4.3 or higher (1 user license)
• 512 mb RAM (minimum)
• 18gb Hard Disk (Internal or External) minimum
• Tape Backup Unit (equal or larger in size of the hard disk)
• APC Smart Uninterrupted Power Supply (UPS) with PowerChute for AIX version 4.3
• 28.8kbps (minimum) external Modem (for Direct Line Support)
• Ethernet Transceiver
• Terminal Server or Async Adapter
Workstations Requirements:
• Operating Systems: Windows NT 4.0 Workstation, Windows 2000 Professional, Windows XP
Professional
• Pentium 4, 1 Ghz or faster recommended, Pentium III 266 Mhz minimum requirement
• 128 mb RAM recommended, 64 mb RAM minimum requirement
• SVGA or VGA Color Monitor
• Storage device (hard drive)
• 1.44mb 3.5in Diskette Drive
• Parallel port (for Boca ticket printer)
• Direct Line Support (required for one workstation per network) consisting of:
Analog modem or Internet connection
Norton PCAnywhere V 10 or higher
TDC, Inc.
Hardware Purchase Agreement
Page 6
09/22/2003
• Network Interface Card
• * Sound card, speakers, video capability required for running Computer Based Training Modules
Boca Printers:
• Parallel only
• 200 DPI or higher
• FGL Compatible
TDC, Inc.
Hardware Purchase Agreement
Page 7
09/22/2003
In order to perform a proper `Test and Assurance' on Client supplied hardware, the following
items must be considered before shipping your hardware to TDC.
Please review and sign after reading the guidelines below. A shipping checklist has been provided
for your convenience that covers these items at the end of this document.
SERVERS
HARDWARE
The server must be shipped with its keyboard and mouse. All related hardware such as modems, tape
backup units, display terminals (AIX only) must be shipped as well. Monitors not required to be shipped.
The physical UPS does not need to be shipped, but information on its make and model must be supplied
for configuration purposes.
The ticketing server must have the correct number of serial ports installed. The configurations are as
follows:
AIX based systems:
A minimum of two serial ports must be available if the server will use a display terminal. The display
terminal will use the first port, the second by the UPS.
AIX Direct Line support. Requires PcAnywhere and Dial up or internet connectivity to a
ProVenueMax windows workstation. The AIX server is then accessed through a Telnet session from the
workstation to the server.
Protobase with AIX. ProVenueMax does not support directly running Protobase from the AIX server.
A separate Windows 2000 computer must be available for installation of Protobase.
Windows Server based systems:
Up to three serial (com) ports may be required dependent on method of Direct line support. The first
port will be used by the UPS, the second for the Protobase modem, and the third by the PCAnywhere
modem. If there is internet access available to the server, then a dial up modem will not be required
(eliminate 1 serial port), and if Protobase has not been purchased, then there is no requirement for a serial
port for the Protobase modem.
SOFTWARE
If TDC will be loading the operating system on behalf of Client, all of the operating system software
must be included in the shipment. This must include any additional support software such as
PowerChute, and PCAnywhere (Windows based servers only).
If the server is to be built by Client, it is still necessary that all of the server's operating system
software be included in the shipment. This also includes any additional support software such as
PowerChute, and PCAnywhere. This ensures that if additions or modifications need to be made on
existing installed software packages, its respective installation software will be available to do so.
All Windows based server hard drives must be formatted using NTFS, not FAT.
WORKSTATIONS
HARDWARE
Workstations must be shipped with their keyboards, mice and power cables. The administrative
workstation's modem must be included to configure PCAnywhere. Monitors are not required.
TDC, Inc.
Hardware Purchase Agreement
Page 8
09/22/2003
SOFTWARE
If only one workstation is to be shipped to TDC, it will be configured as the ticketing system's
administrative workstation. If more than one workstation will be shipped, please label which you'd like
to be the administrative station.
PCAnywhere software must be included so that dial -in support may be configured on the
administrative workstation.
NETWORK INFORMATION
If the ticketing system hardware will be utilized on an existing network, each workstation and server
must have an IP address assigned to it. Gateway addresses (if applicable) must be supplied as well.
PASSWORDS
Passwords, such as the Root password on an AIX system, or the Administrator's password
on an Windows Server must be supplied to TDC on pre -configured hardware.
1 have read the guidelines above and will supply TDC with hardware outlined in this document along
with any relevant network configurations and passwords.
Client Name
Signed by
Printed Name and Title
Date
TDC, Inc.
Hardware Purchase Agreement
Page 9
09/22/2003
SHIPPING CHECKLIST FOR Windows SERVER BASED NETWORKS
Server Hardware
❑ Keyboard
❑ Mouse
❑ Power Cable
❑ Required serial (COM) ports
❑ Support Modem and cable (Not needed if using Internet Direct Line Support)
❑ Tape backup unit with at least one tape
❑ All hard drives formatted with NTFS on pre -built systems
Server Software
❑ Windows Operating Software
❑ UPS software — please indicate make and model of the UPS
❑ PCAnywhere software
Information required from pre-existing networks
❑ Server's assigned IP address
❑ Gateway address (if applicable)
❑ Administrative password
❑ Notification of the existence of a Novell network
Workstation Hardware
❑ Keyboard
❑ Mouse
❑ Power Cable
❑ Administrative Support Modem and cable (Not needed if using Internet Direct Line Support)
❑ If more than one workstation is being shipped, please label which will be the administrative station
Workstation Software
❑ PCAnywhere software for the administrative workstation