HomeMy WebLinkAboutresolution.council.002-10RESOLUTION #2
(Series of 2010)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND AUDIENCEVIEW TICKETING, FOR THE
PURCHASE AND LICENSING OF NEW BOX OFFICE TICKETING
SOFTWARE FOR THE WHEELER OPERA HOUSE, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and AudienceView Ticketing, 312 Adelaide
St. West, 7`h Floor, Toronto, ON MSV 1R2 Canada, a copy of which contract is
annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and AudienceView Ticketing, 312 Adelaide
St. West, 7`h Floor, Toronto, ON MSV 1R2 Canada for the purchase and licensing
of a box office ticketing system for the Wheeler Opera House, a copy of which is
annexed hereto and incorporated herein, and does hereby authorize the City
Manager of the City of Aspen to execute said contract on behalf of the City of
Aspen.
Dated: ~ ~ ~n
i
Mic ael C. Irelan ,Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held January2~2010.
Kat S. Koch, City Clerk
SOFTWARE LICENSE, SUPPORT AND HOSTING AGREEMENT
City of Aspen Project No.: 2009-098
This ageement together with any schedules referenced herein and attached hereto (the "License Ageement") dated as of the 31st
day of December, 2009 between AudienceView Ticketing Corporation with its principal place of business at 312 Adelaide
Street W, 7th Floor, Toronto, Ontazio MSV ]R2 ("AudienceView") and the City of Aspen with its principal place of business at
130 South Galena Street, Aspen, Colorado 81611 ("City").
WHEREAS:
AudienceView (and / or its Affiliates) develops and licenses its softwaze and related documentation (the "Softwaze") and provides
installation, implementation and consulting services, training and software support maintenance in connection therewith;
AudienceView (and / or its Affiliates) coordinates, provides and manages certain hardware and network hosting services on behalf
of AudienceView customers;
The City operates the Venue (as defined below), and is engaged in, among other things, the production of live events thereat and
the sale of tickets, merchandise and services related thereto;
The parties desve to create a contractual framework under which the City will license the Software from AudienceView and
procure network hosting services from AudienceView, th the manner more fully described below;
This License Ageement is also intended to provide teens relating to the installation and implementation of the Software, and
training and support services in connection therewith.
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, it is mutually ageed as follows:
1 DEFINITIONS & SCHEDULES
L 1 Definitions
As used in this Ageement, the following terms shall have the meanings set forth below unless otherwise indicated.
Other defined terms are contained and defined elsewhere in the Ageement.
a) "Acceptance" (or "Accept" or "Accepted") shall mean the City's written acknowledgement that a deliverable or
deliverables, as the case may be, under a Statement of Work, including, for Beater certainty, the Software and
Developed Software, as applicable, pursuant to the Initial Statement of Work, successfully passed the Acceptance Test,
or the City's deemed acceptance in accordance with the provisions of Section 3.4 of Schedule D;
b) "Acceptance Date" shall mean the date on which the City Accepts the deliverables under a Statement of Work;
c) "Acceptance Test" shall mean the test to determine whether the performance of the deliverable(s) under a Statement of
Work, including, for greater certainty, the Software in respect of the initial Statement of Work, conforms in all material
respects to the specifications set out m Schedule A or elsewhere under this Ageement;
d) "Affiliate" shall mean, with respect to either party, any other entity controlling, controlled by or under common control
of a party where "control" means the holding of more than fifty percent (50%) of equity ownership.
e) "Agreement" or "License Ageement" shall mean this ageement including its exhibits, attachments and schedules.
f) "Annual Hosting Fee" shall have the meaning set out in Schedule B.
g) "Annual Support Fee" shall have the meaning set out in Schedule B.
h) "Authorized Events" shall mean events taking place at the Venue.
i) "Business Day" means Monday through Friday (excluding statutory holidays in Canada and the United States).
j) "Completed Order" shall mean the acceptance of an offer by a client to purchase or otherwise transact for Units from the
City, or from another applicable seller, merchant or organization under this License Agreement, utilizing the Software.
k) "Confidential Information" shall have the meaning set out m Section 8.1.
1) "Developed Softwaze" shall mean all object code form of the computer software developed by or on behalf of
AudienceView for the City but does not include the Software or any modifications to the Software;
m) "Documentation" includes any and all user guides and manuals for use in connection with the Software, Developed
Software, the Hosted Platform, and any of their component parts and underlying modules and any copies thereof;
n) "Fixed License Fee" shall have the meaning set out in Section 4.1.1.
o) "Hosted Platform" shall mean the equipment, operating system, hardwaze and softwaze specifications, and networking
environment on and with which the Software is hosted by AudienceView during the Hosting Term, and additions or
replacements to the foregoing which may be determined by AudienceView in its sole discretion from time to time.
p) "Hosting Services" shall have the meaning set out th Section 3.3.
q) "Hosting Services Fees" shall have the meaning set out in Section 3.4.
r) "License" shall have the meaning set out in Section 2.1;
s) "Per Unit Fee" shall have the meaning set out hm Section 4.1.1.
t) "Professional Services" shall mean the services supplied by AudienceView technical personnel to install, customise,
configure and/or perform ongoing work with respect to the Software, or to develop Developed Software.
u) "Services" shall mean Professional Services, Support Services, Training Services and/or Hosting Services.
v) "Software" shall mean the computer software which has the specifications set out in Schedule A and which will be
generally available to the public by license from AudienceView and shall mean the object code form of the computer
software, all its component parts and underlying modules and all copies thereof. Software shall also mean all authorized
Updates and/or Upgrades to which the City is entitled under the terms hereof.
w) "Statement of Work" or "SOW" is defined in Schedule D.
x) "Support Plan" shall mean the terms and conditions under which the Software is supported as set out in Schedule C.
y) "Support Services" shall mean the technical support services for the Software as made available under AudienceView's
Support Plan set out m Schedule C;
z) "Term Yeaz" shall mean each twelve-month period beginning from Software Acceptance (during the Support Term
and/or Hosting Term) .
aa) "Ticket" shall mean any printed, computerized or other form of documentation or evidence entitling the holder to the
right to occupy space at, enter or attend an Authorized Event.
bb) "Training Services" shall mean the provision of AudienceView technical personnel to train the City representatives.
cc) "Unit" shall mean a Ticket, membership, item of merchandise, good or service, gift certificate, donation or sale, as the
case may be, processed by the Software. For greater clarity, each individual Ticket (or other Unit) within a Completed
Order processed shall constitute a separate Unit.
dd) "Unit License Fee" shall have the meaning set out in Section 4.1.1.
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ee) "Unit Maximum" shall have the meaning set out in Section 4.1.1.
ff) "Updates" shall mean fixes, patches, modifications, improvements to functionality or revisions of the Software or
Documentation provided to the City which AudienceView generally incorporates into the Software and which aze made
generally available to AudienceView's licensees at no additional charge, other than media and handling charges. Updates
shall not include any port-overs between operating systems, additions of new functionality, new releases, customisations,
new versions or future products which AudienceView licenses separately.
gg) "Upgrades" shall mean new releases of the Software which provide significant new functionality and which aze
generally differentiated from the preceding release by a change in the numeral to the left of the decimal in the product
name (i.e., version l.x vs. version 2.x) and shall not include future products which AudienceView licenses separately.
hh) "Use" shall mean to install, load, utilise, run, store or display the Software.
ii) "Venue" shall mean Wheeler Opera House, 320 East Hyman, Aspen, Colorado, 81611.
LICENSES GRANTED
2.1 License of Programs
2.1.1 AudienceView grants to the City of Aspen, for the City's own internal business purposes, anon-exclusive, non-
transferable perpetual license, without right ofsub-licence, to Use the Software to provide ticketing and related services
solely in respect of the Authorized Events, subject to the terms of this Agreement (the "License").
2.1.2 No copying or use of the Software, other than as expressly authorised by this License Agreement, is permitted.
the City shall not modify, reverse engineer, reverse assemble or reverse compile any Software or parts thereof, except
that the City may modify the data file portions to the extent and in the manner described in the Documentation. The City
shall not distribute, rent, lease or transfer the Software to any third party without AudienceView's prior written consent.
The City must not remove or tamper with the copyright notice(s) included or specified by AudienceView from time to
time on any permissible copy. All right, title and interest in the copyright, patents and intellectual property rights in the
Software or any part thereof remain with AudienceView or the original owner of such rights, as the case may be.
2.2 LicenseotDocumentation
2.2.1 AudienceView grants to the City, for the City's own internal business purposes, anon-exclusive, non-transferable
and perpetual license, without right of sub-licence, to use and copy the Documentation solely in respect of the
Authorized Events, subject to the terms of this Agreement.
2.2.2 The terms of this Agreement, including but not limited to this Section 2, unless otherwise specifically stated,
apply equally and with necessary modifications to the Developed Software.
SERVICES
3.1 Support Services
3.1.1 During the Support Term (as defined below), and subject to the terms of this Agreement, the City will be
provided with Software Support Services as described in the Support Plan Schedule appended as Schedule C.
AudienceView shall have no obligation to support the Software: (i) for Use on any computer system other than the
Hosted Platform or, in the event of the termination of the Hosting Services hereunder, a replacement system that meets
AudienceView's requirements and specifications, in its sole reasonable discretion (a "Designated System"); (ii) in the
event the City modifies the Software in breach of this License Agreement (iii) in the event that the City refuses to
implement Upgrades and continues to operate with a version of the Software which is more than one version behind
AudienceView's most current version of the Software and AudienceView no longer supports the City's version; or (iv) if
the City is in breach of any other material provision within this License Agreement (including the schedules hereto). The
additional functionality that is associated with an Upgrade is included in Support Services; however any Professional
Services fees that may be required to implement such Upgrade aze subject to the terms set out below m Section 3.2. The
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parties agree that, as of the date that version 5.0 of AudienceView's Software is made generally available to the public,
the City will be eligible to undergo the process of implementing the upgrade to version 5.0 of the Software (solely based
on the initial application without customizations being implemented) free of charge from AudienceView. For greater
certainty and without limitation, even for the upgrade to version 5.0 of the Software, any (i) Developed Software that is
requested by the City; and (ii) requirement for AudienceView to make corresponding changes to any Developed
Software in order to align or otherwise integrate with the Software (including an Upgrade) will be chazgeable as
Professional Services.
3.2 Professional Services
AudienceView shall provide consulting and integration services to the City for the discovery/analysis, installation,
customization, development, configuration, modification and implementation of the Software for The City's needs.
The initial installation and configwation of the Softwaze shall be performed by AudienceView in accordance with
the Statement of Work attached hereto as Schedule E. Futwe Professional Services shall be provided pursuant to
sepazately issued Statements of Work based on: (i) the general terms and conditions set out in the Professional
Services Schedule attached hereto as Schedule D; and (ii) the pricing/fees set out in the Fee Schedule attached
hereto as Schedule B.
3.3 Hosting Services
3.3.1 Dwing the Hosting Term, AudienceView will host the Software ("Hosting Services", as defined in this Section),
which will include provision of the physical enduonment, including physical security, HVAC and power for the Hosted
Platform. AudienceView will also provide access via certain Intemet connectivity, by being responsible for network
operation and availability from the public Intemet up to the termination cables at the network interface cazd on the server
hazdware. AudienceView will not be responsible for the City's connectivity to the Intemet.
3.3.2 Dwing the Hosting Term, AudienceView or its authorized suppliers will provide and maintain the Hosted
Platform on which the Software will be installed and run. In the event that the Hosting Services hereunder terminate for
any reason (including expvation of the Hosting Term), the City may engage AudienceView for Professional Services to
assist with the transition to another hosting services provider.
3.3.3 The City's responsibilities will include the following, subject to any stated exceptions in a Statement of Work:
(a) obtaining/providing its own merchant identifications, banking arrangements and SSL certificate; (b) establishing and
paying for its own payment gateway relationship, which, for greater certainty, may include third party software chazges
in addition to credit card processing fees; (c) its own web site development and hosting (i.e., the ticketing pages will be
hosted as part of this Agreement; however the main City web site is not hosted as or otherwise a part of this Agreement);
(d) enabling its own reliable high speed Intemet connectivity to and from the hosted server (in respect of all locations that
need access to the hosted Software); (e) the provision and maintenance of its own City premises equipment ("CPE"),
including but not limited to administrator workstations, ticket-seller workstations, printers and scanners; (f) all other City
relations, fulfilment and obligations, including but not limited to, City's/events establishment, operation and
maintenance, ticket stock, advertising and promotion, nondurable operational supplies (e.g. printer toner) and ticket seller
expenses and fees; and (g) all configwation, use and operation of the Ticketing Solution to suit the the City's
environment and specifications (collectively, "Designated City Obligations"). The City acknowledges and agrees that a
failwe to comply with this provision may, to the extent applicable, negate any performance warranties and Support
Services obligations on the part of AudienceView.
3.4 Documentation
An electronic version of the Documentation will be provided to the City.
3.5 Training Services
AudienceView will provide Training Services for the number of persons and duration specified from time to time in a
Statement of Work.
3.6 Site Servicing
If an on-site attendance is required for the delivery of Services, other than m respect of Support Services that cannot be
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delivered remotely due to a defect in the delivery mechanism within the responsibility and reasonable control of
AudienceView, the City shall reimburse AudienceView for attendance of personnel at AudienceView's Professional
Services rate and fees as set out in Schedule B, as well as reasonable travel and out-of-pocket expenses incurred.
FEES AND PAYMENTS
4.1 License and Suooort Fees
4.1.1 In respect of the City's license to and Use of the Software in respect of the processing of up to a total of 175,000
Units per year during the Support Term (the "Unit Maximum"), measured from Acceptance of the Software (with no
carry-over from Term Year to Term Year) the City shall pay to AudienceView an upfront payment in an amount
specified as the "Fixed License Fee" on Schedule B, payable upon execution of this Agreement (the "Fixed License
Fee").
In addition, for the processing of Units in excess of the Unit Maximum, the City shall pay to AudienceView a per Unit
license fee in an amount specified as the "Per Unit Fee" on Schedule B (individually a "Per Unit Fee" and collectively,
the "Unit License Fees"), subject to The City's right, at the commencement of each Term Year on a prospective basis, to
purchase incremental perpetual "license room" (which will be deemed to be an addition to the Fixed License Fee) by one
off payments as described in the table set forth on Schedule B titled "Additional Perpetual License Room Table" (up to a
maximum total Unit Maximum of 500,000 Units).
Any Unit License Fees will be due and payable monthly in arrears within thirty days of the date of the invoice relating to
the calendar month when such Unit(s) were processed by the Software.
4.1.2 In consideration for AudienceView's provision of standard maintenance and support as provided in this
Agreement and specifically in the Support Plan attached as Schedule C, the City will pay to AudienceView at the
commencement of each Term Yeaz an amount per year equal to the "Annual Support Fee" specified on Schedule B. If
the City elects to purchase incremental perpetual license room as per Section 4.1.1 during the Support Term, the Support
Services fees will be revised upwards as described in the table set forth on Schedule B titled "Increased License Room
Support Fee Table".
4.1.3 The support fees for any Units in excess of the Unit Maximum will be included in the Unit License Fees.
Other support services not covered under the Support Plan may be requested by the City, and will be delivered by
AudienceView as part of a separate Statement of Work and charged to the City as Professional Services pursuant to
Section 4.2.
4.1.4 Support Services will continue during the Support Term until the earlier of: (i) the City ceasing to pay the fees
required under this Section in accordance with this Agreement, and (ii) the occurrence of one of the situations described
m Section 3.1.2.
4.2 Professional Services Fees
AudienceView shall provide Professional Services as required by the Initial Statement of Work attached hereto as
Schedule E for the fees provided therein. Additional Professional Services and Training Services may be requested
by the City from time to time, and, if agreed to by AudienceView, will be delivered pursuant to separately prepared
Statements of Work or otherwise. Such services shall either be billable on a fixed price basis or monthly in arrears
at the then-current rate for Professional Services and Training Services (which rate is currently specified on
Schedule B hereto), plus incremental expenses as applicable, unless otherwise specified in the applicable Statement
of Work. Each specific Statement of Work, including the initial Statement of Work, shall be marked as
"Confidential".
4.3 Hosting Services Fees
4.3.1 In respect of the Hosting Services, the City shall pay to AudienceView an amount an amount per yeaz equal to the
"Annual Hosting Services Fee" specified on Schedule B (in respect of the processing of up to a total of 175,000 Units
per Term Yeaz), (collectively, the "Hosting Services Fees"). If the City elects to purchase incremental perpemal license
room as per Section 4.1.1 during the Hosing Tenn, the Hosting Services fees will be revised upwards as described m the
table set forth on Schedule B titled "Increased License Room Hosting Fee Table".
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4.3.2 The hosting services fees for any Units in excess of the Unit Maximum will be included in the Unit License Fees.
Any Hosting Services Fees will be due and payable annually in advance and within thirty days of the date of the invoice.
4.4 General Pavment Terms
4.4.1 License, Support, Professional Services, Training and Hosting Services Fees shall be invoiced and shall be
payable on the terms set out in Sections 4.1, 4.2 and 4.3 and in Schedule B. Except as otherwise stated, all fees and
payments will be due and payable monthly within thirty (30) days following the date of an invoice from AudienceView.
4.4.2 Set Off: Fees due by the City shall not be subject to set off, counterclaim, adjustment, reduction, compromise or
otherwise, by virtue of any actual or potential claim against AudienceView.
4.4.3 Currency: All references to currency in this License Ageement are to United States Dollars and all payments
made shall be in United States Dollars.
4.4.4 Handling: All media and shipping charges, insurance charges and / or customs duties, to the extent applicable,
shall be the responsibility of the City.
4.4.5 Payment & Interest: Any amounts payable by the City hereunder which remain unpaid after the due date shall
bear interest at the rate of one and one-half percent (1.5%) per month (19.56% p.a., compounded) or the maximum
amount allowable at law, whichever is less, from the date due until such amount is paid.
4.5 Taxes
4.5.1 AudienceView's rates, fees and other charges set forth in this Agreement do not include and are free and cleaz of
deduction for any and all present or future taxes, levies, customs, duties, deductions, charges or withholdings, and all
liabilities (including penalties, additions to tax, interest and expenses) with respect thereto, including but not limited to
value added tax, sales tax, consumption tax and similar taxes or duties as well as any city, municipal, state or corporate
taxes or any withholding taxes, whether currently imposed or to be imposed in the future (collectively, referred to herein
as "Taxes"). If any Taxes aze found to be applicable and/or if the City or any person paying to AudienceView on behalf
of the City (including banks) shall be required by law to deduct any Taxes from or in respect of any sum payable to
AudienceView hereunder, then: (i) the sum payable to AudienceView shall - at the same time and on the same
conditions as applied to the sum payable - be increased as may be necessary such that following all required deductions
(including deductions applicable to the additional sums payable under this Section 4), AudienceView receives an amount
equal to the sum it would have received had no such deductions been made; and (ii) the City shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with the applicable law.
4.5.2 Within 30 days of the date of any deduction of any Taxes by or on behalf of the City, from or in respect of any
sum payable to AudienceView, the City shall famish to AudienceView, at its address referred to herein, the original or a
certified copy of a receipt evidencing such deduction of Taxes.
4.5.3 Upon the request of AudienceView, the City shall promptly take all actions, including, without limitation, the
completion of forms, certificates and documents and the provision of information to the relevant taxing authority, of the
kind required under the applicable law, and AudienceView shall take similaz actions, to secure the benefit of any
exemption from or relief with respect to the Taxes applicable to any sum paid to AudienceView hereunder.
5 CITY OBLIGATIONS
5.1 Acceatable Use
The City, in its use of the Software and Support and Hosting Services, shall not knowingly:
(a) Engage in any activity which could cause loss or degradation of service to other AudienceView the City's or
Internet users;
(b) Compromise the security or integrity of others' computer systems or so8ware; or
(c) Breach any applicable laws, Intemet etiquette rules or protocols, or otherwise infringe any thud party's
intellectual property or other rights.
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If AudienceView detects or is advised of any contravention of this Section, AudienceView may unilaterally take
such measwes as AudienceView reasonably deems necessary (in its commercially reasonable discretion) to
protect the integity of AudienceView and its suppliers' business and systems. The City also agees to abide by
any AudienceView Acceptable Use Policy as may be conveyed from time to time.
5.2 Records Maintenance
The City covenants and agees to keep accurate and complete records and books in connection with the number of
Units processed by the Software, and to produce a comprehensive monthly report delineating the number of Units
processed and other infotmation/data reasonably required by AudienceView in connection with this License Ageement
and specifically in respect of invoicing the City.
AudienceView may from time to time send its employees to the City's premises, on seven (7) days' notice to the
City, in order to verify the reports of Units processed generated in accordance with this Section 5.2. Such
attendances shall be kept to a reasonable minimum and shall not unduly interfere with the City's business. If the
number of Units processed revealed by AudienceView's verification is Beater than that reported to AudienceView
by the City at the required intervals, the City will be invoiced for the processing of additional Units by the Software
at the prices in effect at the time of the respective processing of such Units, in addition to the reasonable cost
associated with the resources allocated in respect of such attendance, payable within fifteen (15) days of delivery of
the invoice.
5.3 Designated Svstem and Related Responsibilities
The City will be responsible for the Designated System, including but not limited to payment, implementation,
configuration and support. The City's responsibilities also include: (a) providing its own merchant identifications,
banking arrangements and SSL certificate; (b) establishing and paying for its own payment gateway relationship; (c)
its own web site development and hosting; and (d) all other the City relations, fulfillment and obligations.
TERM AND TERMINATION
6.1 Term
The term of this Ageement in respect of Support Services for the Software (the "Support Term") will be five (5) years
from Software Acceptance, the term of this Ageement in respect of Hosting Services for the Software (the "Hosting
Term") will be five (5) years from Software Acceptance, and subject to the provisions of this Ageement, the term of this
Ageement in respect of the Software License is perpetual and shall be contingent upon and subject to duly enacted
appropriations of the City of Aspen, and that the contract beyond the first fiscal year shall be expressly contingent upon
the annual budgeting and appropriation of sufficient funds on an annual or by nonlapsing appropriations; and that if,
funds are not appropriated or otherwise made available to support the continuation of the City's performance or
obligation in a subsequent fiscal period, the contract shall be cancelled per Ordinance Number 46-1991, § 1: Code 1971,
§ 3-27. It being understood that the City will provide AudienceView with as much notice as is practicable in the event of
cancellation.
The Support Term and the Hosting Term will each be renewable for subsequent periods of one (1) year, subject to either
party's right to terminate by providing the other party with at least ninety (90) days' prior written notice prior to the
expiry of any such term (or renewal term). The term of this Ageement in respect of any Professional Services will be
specific to each and every Statement of Work or Professional Services engagement that may be ageed to pwsuant to this
Agreement. Notwithstanding anything to the contrary contained herein, The City may terminate this Ageement in
respect of Hosting Services for any reason on ninety (90) days prior written notice to AudienceView (or payment in lieu
of such notice).
6.2 Material Breach
Either party may terminate this Ageement in respect of Support Services, Training Services, Professional Services
or Hosting Services, as applicable, for material breach of the terms hereof by the other party provided that before
terminating: (i) the party claiming material breach has given the party in breach a written notice specifying the
nature of the material breach and providing a thirty (30) day right to cure (other than non-payment for which the
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right to cure will be five (5) days); and (ii) following the receipt of said notice of material breach, the party in
material breach has not cured the breach within the cure period, or has not requested a reasonable extension
provided that such party is working diligently and in good faith to cure the breach and is reasonably unable to do so
within the cure period; and (iii) the party claiming breach notifies the other in writing of the termination.
Notwithstanding any other provision of this Agreement, including the foregoing, AudienceView may terminate this
Agreement in respect of the Software License, based on the provisions and process stipulated in this Section 6.2
where the nature of the breach by the City concerns the terms of the License as opposed to the associated Services.
Any dispute as to whether a party has materially breached this Agreement shall be determined in accordance with
the dispute resolution provisions set out in Section 10.9.
6.3 Termination for Bankruutcv
Each party may terminate this Agreement in respect of Support Services, Training Services, Professional Services or
Hosting Services upon written notice to the other party, in the event the other party is adjudicated bankrupt, becomes
insolvent, makes an assignment for the benefit of creditors, makes any arrangement for the liquidation of its debts or
a receiver or a receiver and manager is appointed with respect to all or any part of its assets, or commences winding
up proceedings, or bankruptcy or insolvency proceedings are instituted by or against such party, and such
proceedings are not removed within 60 days.
6.4 Force Maieure
Any delay or failure by either party hereto to perform pursuant to this Agreement shall be excused if and only to the
extent that such delays or failures are caused by occurrences beyond such party's control, including acts of God,
decrees or restraints of governments, strikes or other labour disturbances, war, sabotage, and any other cause or
causes, whether similaz or dissimilar to those already specified, which cannot be controlled by such party; provided
that the party seeking to excuse its performance shall promptly notify the other party of the cause therefore, such
performance shall be so excused during the inability of the party to perform but for no longer period, and the cause
thereof shall be remedied so far as possible with all reasonable dispatch. Notwithstanding the foregoing, either party
may terminate this License Ageement in respect of the affected Support Services, Professional Services or Hosting
Services if such condition continues for a period of one hundred and eighty (I 80) days.
6.5 Effect of Termination
On termination of this License Agreement in respect of the License pursuant to Section 6.2 above or Section 7.1.3 below,
all Licenses shall terminate, the City shall cease using the Software (whether or not modified or merged into other
materials, programs or applications) and associated Documentation, and the applicable Support, Training and
Professional Services and Hosting Services obligations on the part of AudienceView will cease. On termination of
this License Agreement in respect of Services, the applicable Support, Training, Professional Services and Hosting
Services obligations on the part of AudienceView will cease, and the City's only continuing rights will be to continue
Use of the Software in accordance with this License Agreement.
INDEMNITY, WARRANTIES, REMEDIES, LIMITATION OF LIABILITY
7.1 Defence of Infrineement and Limited Indemnit
7.1.1 Subject to the terms and limitations of this Section, AudienceView or its licensors will indemnify and hold
harmless the City, its officers, employees, insurers, and self-insurance pool, from and against any third party claim that
the Software furnished and used within the scope of this License Agreement infringes a third party copyright or patent
registered in Canada or the United States, provided that (a) the City notifies AudienceView in writing within thirty (30)
days of receiving notice of any claim against the City; (b) AudienceView or its licensors have sole control of the defence
and all related settlement negotiations; and (c) the City provides AudienceView with assistance, information and
authority reasonably necessary to allow AudienceView to conduct a defence. Reasonable out-of-pocket expenses
incurred by the City in providing such assistance will be reimbursed by AudienceView. AudienceView shall not be
liable for any costs or expenses incurred by the City with respect to settlement of an infringement claim without
AudienceView's prior written authorisation.
7.1.2 AudienceView shall have no liability hereunder and will be indemnified by the City to the extent allowed by law
for any claim of infringement based on: (a) use of a superseded or altered release of the Software if the infringement
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would have been avoided by the use of a current unaltered release of the Software that has been made available to the
City; (b) the combination, operation or use of the Software with software, hardware or other materials not fiunished by
AudienceView if such infringement would have been avoided without such software, hardware of other materials or
networks; or (c) materials developed according to the specifications, instructions or requirements supplied by the City.
7.1.3 [n the event the Software or a component part thereof is held by a court of competent jurisdiction, or is believed
by AudienceView, to infringe or potentially infringe a third party's rights, AudienceView shall have the option to: (a)
modify, at its expense, the Software to be non-infringing, (b) obtain for the City a license to continue using the Software,
or (c) terminate this Agreement in respect of the Software License and refund any prepaid and unamortized License Fees
paid by the City in association therewith on a pro rata basis, based on a five yeaz amortization schedule.
7.1.4 This Section sets forth AudienceView's enfve liability and the City's exclusive remedies against AudienceView
due to infringement. The indemnity shall only apply m respect of a fmal decision rendered by a court of competent
jurisdiction or in respect of a settlement of an infringement action with the prior written consent of AudienceView.
7.1.5 The City shall indemnify and hold harmless to the extent allowed by law AudienceView, its Affiliates and then
respective directors, employees, agents and contractors from and against any claim that the materials famished to
AudienceView by the City and used in the production of Developed Software, infringe a thud party copyright or patent
or other intellectual property right registered or recognized in Canada or the United States, provided that: (a)
AudienceView notifies the City in writing within thirty (30) days of any claim against AudienceView; (b) the Ciry has
sole control of the defence and all related settlement negotiations; and (c) AudienceView provides the City with
assistance, information and authority necessary to allow The Ciry to conduct a defence. Reasonable out-of-pocket
expenses incurred by AudienceView in providing such assistance will be reimbursed by The City. The City shall not be
liable for any costs or expenses incurred by AudienceView with respect to settlement of an infringement claim without
the City's prior written authorisation. Additionally, subject to the terms and limitations of this Section, the City will
indemnify, defend and hold harmless AudienceView, its Affiliates and then respective drectors, employees, agents and
contractors from and against all claims, actions, causes of action, damages and expenses, obligations, liabilities,
penalties, and losses (together the "Liabilities") imposed on, incurred by or asserted against said indemnified parties as a
result of or in connection with ((A) the promotion, production, management or presentation of any Authorized Event, or
the postponement of cancellation thereof, including any personal injuries or deaths related thereto; (B) any claims by any
of the City's clients, contractors, service suppliers or other similar parties, and (C) the release of any information or data
related to any purchaser or prospective purchaser of any Unit through the use of the Software, including, but not limited
to, Canada's Personal Information Protection and Electronic Documents Act, or any similar law, rule or regulation of
any federal, state, local or provincial governmental or quasi-governmental entity, provided that: (a) AudienceView
notifies the City m writing promptly after receiving notice of any claim against AudienceView; (b) the City has sole
control of the defence and all related settlement negotiations; and (c) AudienceView provides the City with assistance,
information and authority necessary to allow the City to conduct a defence. Reasonable out-of-pocket expenses incurred
by AudienceView in providing such assistance will be reimbursed by the City. The City will not be liable for any costs
or expenses incurred by AudienceView with respect to settlement of a claim without the City's prior written
authorization.
AudienceView shall indemnify, defend, and hold harmless the City from and against any third party claims and
demands, including without limitation any direct liabilities, losses or damages related thereto, incurred by the City, its
officers and employees (i) for any loss, damage, or injury to the City's property or to any persons or patrons at the City's
premises caused by AudienceView and/or AudienceView's employees or contractors (including Authorized
Subcontractors) and (ii) related to any injury, sickness, employer related liability, and other compensable event as to
AudienceView's own employees and contractors (including Authorized Subcontractors) other than by fault of the City,
provided that (a) the City notifies AudienceView in writing within thirty (30) days of receiving notice of any claim
against the City; (b) AudienceView or its licensors have sole control of the defense and all related settlement
negotiations; and (c) the City provides AudienceView with assistance, information and authority reasonably necessary to
allow AudienceView to conduct a defense. Reasonable out-of-pocket expenses incurred by the City in providing such
assistance will be reimbursed by AudienceView. AudienceView shall not be liable for any costs or expenses incurred by
the City with respect to settlement of any such claim without AudienceView's prior written authorization.
7.2 License Warranties
7.2.1 Subject to the terms hereof, for the Software License, AudienceView warrants for a period of ninety (90) days from
Software Acceptance that the Software, unless modified by the City, will be free of any material defects and will operate
Page 9
and conform to the specifications in Schedule A in all material respects.
7.2.2 The City's sole remedy in the event of nonconformity with respect to the warranties set out in x.2.1 will be:
(a) correction of the condition making it non-conforming in accordance with the priority and response terms in
the Support Plan Schedule at no cost to the City; or
(b) In the event of defective media, the replacement of the media.
7.2.3 AudienceView does not warrant that the Software will run properly on all computer hardware or operating systems, or
that the Software will meet all of the requvements of the City or operate in the combinations which may be selected for
use by the City, or that the operation of the Software will be uninterrupted or error free, or that all errors will be
corrected. AudienceView shall attempt to correct errors, which give rise to nonconformity, as outlined in Section 7.2.2
on a commercially reasonable basis, in a standard consistent with the industry, and as outlined in the Support Plan.
7.2.4 The City shall not make any warranty on AudienceView's behalf.
7.3 Limitations on Warranties
THE WARRANTIES AND CONDITIONS STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.4 Exclusions
7.4.1 UNLESS OTHERWISE EXPRESSLY STATED IN THIS LICENSE AGREEMENT, NEITHER PARTY
SHALL BE LIABLE FOR ANY MISREPRESENTATION, BREACH OF ANY IMPLIED OR EXPRESS
WARRANTY OR CONDITION, OR BREACH OF ANY OTHER TERM (INCLUDING A FUNDAMENTAL
BREACH OR BREACH OF A FUNDAMENTAL TERM), OR BE OTHERWISE LIABLE IN CONTRACT,
TORT, OR OTHERWISE FOR: (A) INDHtECT OR CONSEQUENTIAL LOSS OR DAMAGES; (B) LOSS OF
REVENUE; (C) LOSS OF PROFITS; (D) LOSS OF BUSINESS OR GOODWILL; (E) LOSS OF, DAMAGE
TO OR CORRUPTION OF DATA; (F) PUNITIVE DAMAGES; OR (G) LOSS OF USE, EVEN IF SUCH
PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
7.4.2 THE PARTIES AGREE THAT SECTION 7.4.1 SHALL NOT APPLY IN RESPECT OF BREACHES OF
SECTIONS S (INCLUDING SCHEDULE F), 10.1, 10.2 AND BREACHES BY THE CITY OF SECTION 2 OR
THE PAYMENT OBLIGATIONS/COMMITMENTS OF SECTION 4, OF THIS AGREEMENT.
7.5 Limitation of Liabilities
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SOLE LIABILITY OF AUDIENCEVIEW
IN CASE OF ANY LOSS OR DAMAGE RESULTING FROM ANY ERROR OR DEFECT IN THE
SOFTWARE OR FROM THE SERVICES PROVIDED BY AUDIENCEVIEW HEREUNDER THAT CAUSE
ERRORS OR DEFECTS, WILL BE TO CORRECT, AS SOON AS IS REASONABLY POSSIBLE, SUCH
ERROR OR DEFECT IN ACCORDANCE WITH AND TO THE EXTENT OF AUDIENCEVIEW'S
SUPPORT PLAN OBLIGATIONS. IN THE EVENT OF AN ERROR OR DEFECT THAT RENDERS THE
SOFTWARE INOPERATIVE OR HAS A MATERIAL ADVERSE EFFECT ON THE FUNCTIONING OF
SUCH SOFTWARE, AUDIENCEVIEW SHALL, AS SOON AS REASONABLY POSSIBLE, COMMENCE
DIAGNOSTIC AND CORRECTIVE MEASURES, AND TAKE SUCH REMEDIAL MEASURES
(INCLUDING, BUT NOT LIMTTED TO, TEMPORARY FLXES, EMERGENCY BYPASSES AND/OR
WORKAROUNDS), AS MAY BE REQUIRED TO CORRECT SUCH ERROR OR DEFECT, TO RENDER
THE SOFTWARE OPERATIVE, AND/OR TO ELIMINATE SUCH MATERIAL ADVERSE EFFECT.
SUBJECT TO CLAUSE 7.4 AND EXCEPT FOR: (n INDEMNITY CLAIMS PURSUANT TO SECTION 7.1;
OR (In DAMAGES RESULTING FROM DEATH, INJURY OR PHYSICAL DAMAGE TO PROPERTY,
AUDIENCEVIEW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE LICENSE OR THE
SERVICE IN QUESTION (AND FURTHER LIMTTED TO THE FEES PAID FOR THE RESPECTIVE
Page 10
LICENSE OR SERVICE IN QUESTION DURING THE TWELVE MONTH PERIOD IMMEDIATELY
PRIOR TO THE MONTH DURING WHICH THE EVENT GIVING RISE TO THE LIABILITY
OCCURRED).
7.6 AudienceView's Insurance
AudienceView shall procure and maintain, during the term of this Agreement, at its own expense, the minimum
insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance
reasonably acceptable to the City. At any time as the City shall request, AudienceView shall within a reasonable
period of time provide the City with proof of such insurance policies. In the case of any claims-made policy, the
necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.
7.6.1
(i) in the event AudienceView has employees working on the City's premises or in the event Worker's
Compensation insurance is required by applicable laws, AudienceView shall maintain, at its sole cost and
expense, Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee
engaged in the performance of work under this contract, and Employers' Liability insurance with minimum
limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED
THOUSAND DOLLARS ($500,000.00) disease -policy limit, and FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00) disease -each employee. Evidence of qualified self-insured status may be
substituted for the Workers' Compensation requirements of this paragraph.
(ii) Commercial Genera[ Liability insurance with minimum combined single limits of ONE MILLION DOLLARS
($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall
be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form
property damage (including completed operations), personal injury (including coverage for wntractual and
employee acts), blanket contractual, independent contractors, products, and completed operations. The policy
shall contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and
property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE
MILLION DOLLARS ($1,000,000.00) aggregate with respect to each AudienceView's owned, hired and
nonowned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a
severability of interests provision. If AudienceView has no owned automobiles, the requirements of this Section
shall be met by each employee of AudienceView providing services to the City under this contract and utilizing
such person's owned vehicle.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each
claim and ONE MILLION DOLLARS ($1,000,000) aggregate.
7.6.2 The policy or policies requred above shall be endorsed to include the City and the City's officers and employees
as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its
officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not
contributory insurance to that provided by AudienceView. No additional insured endorsement to the policy required
above shall contain any exclusion for bodily injury or property damage arising from completed operations.
AudienceView shall be solely responsible for any deductible losses under any policy required above.
7.6.3 The certificate of insurance provided by the City shall be completed by AudienceView's insurance agent as
evidence that policies providing the required coverages, conditions, and minimum limits are m full force and effect, and
shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be
used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not
be cancelled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the
City.
7.6.4 Failure on the part of AudienceView to procure or maintain policies providing the required coverages, conditions,
and minimum limits shall constitute a material breach of contract upon which the City may terminate this contract for
material breach after following the proper procedures outlined for a material breach in Section 6.2 of this Agreement, or
at its discretion the City may procure or renew any such policy or any extended reporting period thereto and may pay any
and all premiums m connection therewith, and all monies so paid by the City shall be repaid by AudienceView to the
Page 11
City upon demand, or the City may offset the cost of the premiums against monies due to AudienceVew from the City.
7.6.5 The City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.
7.6.6 The parties hereto understand and agree that the City is relying on, and does not waive or intend to waive by any
provision of this contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101
et seq., C.R.S., as from time to time amended, or otherwise available to the City, its officers, or its employees.
7.7 The Citv's Insurance
The parties hereto understand that the City is a member of the Colomdo Intergovernmental Risk Sharing Agency
(CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual aze
kept at the City of Aspen Finance Department and are available to Professional for inspection during normal business
hours. The City makes no representations whatsoever with respect to specific coverages offered by CIRSA. The City
shall provide AudienceView reasonable notice of any changes in its membership or participation in CIRSA.
CONFIDENTIALITY
8.1 Prooertv and Obligation
"Confidential Information" shall mean all data and information whether in written, machine readable or other tangible
form, or disclosed orally, that is of value to the disclosing party, is not generally known to competitors of the disclosing
party, and which is communicated to the other party. Confidential Information shall include, but not be limited to,
information relative to the current or proposed business plans of the disclosing party, financial information relating
thereto, prices, trade secrets, lmow-how, formulas, processes, data, network configuration, software details, compilation
and configuration, drawings, schema, proprietary information, customer lists, the terms of the Agreement and any other
contract between the parties, and any other non-public information which concerns the business and operations of the
disclosing party to this Agreement. All Confidential Information shall remain the sole property of the disclosing party.
Nothing herein is intended to contravene Colorado Open Records Act (CORA), C.R.S. 24-72-200.1 et seq.
Notwithstanding anything to the contrary contained herein, in the event that the City discloses any Confidential
Information to a person in accordance with Colorado Open Records Act (CORA), C.R.S. 24-72-200.1 et seq., the City
shall promptly inform AudienceView of the details of such disclosure, including, where possible, the name of both the
organization and the individual to whom such Confidential Information was disclosed.
8.2 Use & Disclosure
AudienceView and the City may disclose to each other certain Confidential Information, either directly, as by verbal or
written communications, or indirectly, as by permitting employees of one party to observe various opemtions or
processes conducted by the other. These disclosures aze made upon the basis of the confidential relationship established
between the parties and upon each party's agreement that, unless specifically authorized in writing by the other, it will,
subject to section 8.3:
(a) hold the Confidential Information of the other in strictest confidence;
(b) not use the Confidential Information for purposes outride the scope of this Agreement;
(c) take reasonable precautions to protect from disclosure Confidential Information disclosed to it by the other,
including but not limited to ensuring that access to the Confidential Information is limited on a "need to know"
basis, and that any such individuals with access to the Confidential Information will be under obligations of
confidentiality consistent and commensurate with those provided in this Agreement; and
(d) ensure that its Affiliates and permissible recipients of Confidential Information comply with the terms and
requirements of this Section, and any associated provisions set out elsewhere in this Agreement, and be
responsible for any related breaches of this Agreement.
Without limiting the generality of the foregoing, the City will not allow access to the Softwaze on the part of any person
or party that would reasonably be considered to be a competitor of AudienceView, where "competitor" means an entity
Page 12
(including Affiliates of such entity) that develops, licenses and/or resells proprietary ticketing sales software or
technology solutions (e.g, Ticketmaster, Tickets.com, Vertix).
8.3 Exceptions
The obligations imposed herein shall not apply to Confidential Information:
(a) which is or becomes available to the public through no wrongful act of the receiving party; or
(b) which is received from a third party without restriction of confidentiality and without breach of this Agreement;
or
(c) which is independently developed by the receiving party without use of Confidential Information of the
disclosing party, as evidenced by the written records of the receiving party; or
(d) which is disclosed pursuant to a requirement or request of a government agency, subpoena or other legal
proceeding. If such disclosure is requested, the receiving party shall provide the owner of such Confidential
Information with prompt notice of such request to enable the owner to seek a protective order and shall take
such reasonable steps to limit the amount of disclosure to the fullest extent possible.
Notwithstanding the above definition of Confidential Information, all materials, including, without limitation,
documents, writings, designs, drawings and specifications famished and that aze designated as Confidential Information
shall remain the sole property of the disclosing party and shall, upon written request, be returned promptly to the
disclosing party at the expiration or termination of the Agreement with all copies made thereof or, with the consent of the
disclosing party, destroyed with a written statement provided to the disclosing party that such destruction has occurred.
8.4 Benchmarks
The City shall not release or disclose the results of any benchmark or other evaluation of the Software to any thud party
without the prior written approval of AudienceView for each such release, and that such information/data will be the
Confidential Information of AudienceView. AudienceView agrees that the City's data shall be the sole and exclusive
property of the City, and that such data shall be deemed to be the City's confidential information whether or not so
designated. AudienceView shall not release or disclose information about the City's data or operating environment to
any third party without the City's prior written consent.
8.5 Advertisin¢
Neither party shall use the other party's name or refer to the other in any advertising or marketing literature, without the
prior written approval of the other; provided that AudienceView may list the City as a customer in sales and financing
presentations, and public filings for investment purposes.
8.6 Equitable Remedies
In the event of a breach, or threatened breach, of any of the foregoing provisions, the parties agree that the harm suffered
by the injured party would not be compensable by monetary damages alone and, accordingly, that the injured party shall,
in addition to other available legal or equitable remedies, be entitled to seek equitable and injunctive relief against such
breach or threatened breach without the posting of a bond.
8.7 Oblieation on Termination
Upon termination of this License Agreement and at the written request of the disclosing party, the other party shall return
all originals and copies of Confidential Information received from the disclosing party within ten (10) Business Days of
the receipt of such request.
8.8 Notwithstanding the foregoing, nothing herein shall be construed to limit the City's obligations and conduct
pursuant to the Colorado Open Records Act (CORA), C.R. 324-72-100.1 et seq.
Page 13
ADDITIONAL PROVISIONS
9.1 Non-Discrimination
No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family
responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to
perform services under this contract. Professional agrees to meet all of the requirements of the City's municipal
code, Section 13-98, pertaining to non-discrimination in employment.
9.2 Illeeal Aliens -CRS 8-17.5-101 & 24-76.5-101
(a) Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343
(subsequently amended by HB 07-1073) and 06-1023 that added new statutes relating to the employment of and
contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the
City of Aspen, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract
with a subcontractor who knowingly hires with an illegal alien to perform work under the contract. The new laws
also require that all contracts for services include certain specific language as set forth in the statutes. The following
terms and conditions have been designed to comply with the requirements of this new law.
(b) Defmitions. The following terms aze defined in the new law and by this reference are incorporated herein and in
any contract for services entered into with the City of Aspen.
"Basic Pilot Program" means the basic pilot employment verification program created in Public Law 208, 104th
Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the
United States Department of Homeland Security.
"Public Contract for Services" means this License Agreement.
"Services" means the famishing of labor, time, or effort by a Contractor or a subcontractor not involving the
delivery of a specific end product other than reports that are merely incidental to the required performance.
(c) By signing this document, AudienceView certifies and represents that at this time:
(i) AudienceView shall confirm the employment eligibility of all employees who aze newly hired for
employment in the United States and that perform work in respect of this Agreement; and
(ii) AudienceView has participated or attempted to participate in the Basic Pilot Program, or will attempt to
participate in the Basic Pilot Program if it employs new employees who aze employed for employment
in the United States and that perform work in respect of this Agreement, in order to verify that new
employees who are employed for employment in the United States and that perform work in respect of
this Agreement are not illegal aliens.
(d) AudienceView hereby confirms that:
(i) AudienceView shall not knowingly employ or contract new employees who are employed for
employment in the United States and that perform work in respect of this Agreement without
confuming the employment eligibility of all such employees hired for employment in the United States
and that perform work under this Agreement under the Public Contract for Services.
(ii) AudienceView shall not enter into a contract with a subcontractor that employs employees in the United
States and that perform work in respect of this Agreement that fails to confirm to AudienceView that
the subcontractor shall not knowingly hire new employees who are newly hired for employment in the
United States and that perform work in respect of this Agreement without confirming their employment
eligibility for employment in the United States under the Public Contract for Services.
(iii) If and when AudienceView employs new employees who are employed for employment in the United
States and that perform work in respect of this Agreement, AudienceView will have verified or will
have attempted to verify through participation in the Federal Basic Pilot Program that AudienceView
does not employ any new employees who are not eligible for employment in the United States; and if
AudienceView has not at such time been accepted into the Federal Basic Pilot Program, AudienceView
shall forthwith apply [o participate in the Federal Basic Pilot Program and shall in writing verify such
application within five (5) days of the date that AudienceView employs new employees who are
employed for employment in the United States and that perform work in respect of this Agreement,.
Page 14
AudienceView shall continue to apply to participate in the Federal Basic Pilot Program and shall in
writing verify same every three (3) calendar months thereafter, until AudienceView is accepted or the
public contract for services has been completed, whichever is eazlier. The requirements of this section
shall not be required or effective if the Federal Basic Pilot Program is discontinued.
(iv) AudienceView shall not use the Basic Pilot Program procedures to undertake pre-employment
screening ofjob applicants while the Public Contract for Services is being performed.
(v) If AudienceView obtains actual knowledge that a subcontractor performing work under the Public
Contract for Services knowingly employs or contracts with a new employee who is an illegal alien,
AudienceView shall:
(1) Notify such subcontractor and the City within three days that AudienceView has actual
knowledge that the subcontractor has newly employed or contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three days of receiving the notice
required pursuant to this section the subcontractor does not cease employing or contracting
with the new employee who is an illegal alien; except that AudienceView shall not terminate
the Public Contract for Services with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
(vi) AudienceView shall comply with any reasonable request by the Colorado Department of Labor
and Employment made in the course of an investigation that the Colorado Department of Labor
and Employment undertakes or is undertaking pursuant to the authority established in Subsection
8-17.5-102 (5), C.R.S.
(vii) If AudienceView violates any provision of the Public Contract for Services pertaining to the
duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate the Public Contract for
Services. If the Public Contract for Services is so terminated, Contractor shall be liable for actual
and consequential damages to the City arising out of AudienceView's violation of Subsection 8-
17.5-102, C.R.S.
(viii) Intentionally omitted
(ix) If AudienceView operates as a sole proprietor, AudienceView hereby swears or affums under
penalty of perjury that the AudienceView (1) is a citizen of the United States or otherwise lawfully
present in the United States pursuant to federal law, (2) shall comply with the provisions of CRS
24-76.5-101 et seq., and (3) shall produce one of the forms of identification required by CRS 24-
76.5-103 prior to the effective date of this Agreement.
9.3 Warranties Asainst Continent Fees. Gratuities. Kickbacks and Conflicts of Interest
(a) AudienceView warrants that no person or selling agency has been employed or retained to solicit or secure this
License Agreement upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies
maintained by the Professional for the purpose of securing business.
(b) AudienceView agrees not to give any employee of the City a gratuity or any offer of employment in connection
with any decision, approval, disapproval, recommendation, prepazation of any part of a program requirement or
a purchase request, influencing the content of any specification or procurement standazd, rendering advice,
investigation, auditing, or in any other advisory capacity m any proceeding or application, request for mling,
determination, claim or controversy, or other particular matter, pertaining to this License Agreement, or to any
solicitation or proposal therefore.
(c) AudienceView represents that no official, officer, employee or representative of the City during the term of this
License Ageement has or one (1) yeaz thereafter shall have any interest, dvect or indirect, in this License
Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council
approved the execution of this License Agreement.
(d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities,
kickbacks and conflict of interest, the City shall have the right to:
1. Cancel this License Agreement for material breach after following the proper procedures outlined for a
material breach in Section 6.2 of this Agreement; and
2. Debaz or suspend the offending parties from being a Professional, contractor or subcontractor under the
City contracts.
Page I S
10 GENERAL TERMS AND CONDITIONS
10.1 Ownership
10.1.1 The City acknowledges that it obtains no ownership rights in the Softwaze, the Hosted Platform or any elements
or components thereof (collectively, the "AV Property"). All right, title and interest in and to the AV Property, including
any and all modifications and additions thereto (whether or not developed at the request of the City or paid for by the
City) and any and all material (including but not limited to documentatioq reports, programs, source code, manuals, flow
charts, tapes, card decks, listings and any other programming materials and inventions, whether or not patentable,
together with all intellectual property rights therein including copyright, patent rights, trademazks, registered designs and
trade secrets), shall at all times remain with AudienceView or any third party fromRo whom AudienceView has licensed
or procured software, technology or other Hosted Platform elements. All copies of the Software delivered to the City or
made by the City remain the property of AudienceV iew.
10.1.2 The City acknowledges that it obtains no ownership rights in the Developed Software. All right, title and interest
in and to the Developed Software, including any and all modifications and additions thereto (whether or not developed at
the request of the City or paid for by the City) and any and all material (including but not limited to documentation,
reports, programs, source code, manuals, flow charts, tapes, cazd decks, listings and any other programming materials
and inventions, whether or not patentable, together with all intellectual property rights therein including copyright, patent
rights, trademazks, registered designs and trade secrets) forming any portion of the Developed Software created,
composed, made or conceived by AudienceView or its personnel during the performance of Services hereunder, shall be
exclusively vested in AudienceView, except to the extent expressly agreed to and provided for in advance of the
development effort in a Statement of Work related to the development of such Developed Software. All copies of the
Developed Software delivered to the City or made by the City remain the property of AudienceView.
10.2 Trade Marks
Any trademazks and service marks ("Tmdemarks") adopted by AudienceView or its licensors to identify the Software
and other products and services, belong to AudienceView and/or its licensors, as the case may be. Nothing herein grants,
or shall be wnstmed to grant, to the City any rights to such Trademarks or other AudienceView intellectual property
other than as provided for in this Agreement, and the parties acknowledge and agree that the Software as provided to the
City will be "skinned" and branded using the City's name, logo, branding and look and feel as part of the Initial SOW or
otherwise and AudienceView shall have anon-exclusive license to the applicable the City-owned or licensed trademarks
for that purpose. AudienceView shall not have any liability to the City for any claims made by third parties relating to
the City's unauthorized use of the Trademarks.
10.3 Development Input
The City shall be entitled to provide AudienceView with information and feedback concerning the Software's
functional requvements and product definition which AudienceView shall consider when formulating the product
development plan. This co-operative process between AudienceView and the City does not create any obligation
upon AudienceView to adhere to the City's input, nor does it create any ownership interest in the Software or the
Hosted Platform on the part of the City should AudienceView incorporate any of the City's suggestions into the
development plan or ultimately into the Software or the Hosted Platform.
10.4 Relationships between the Parties: Independent Contractor Status
In all matters relating to this License Agreement, the City and AudienceView are independent contractors. It is expressly
acknowledged and understood by the parties that nothing contained in this License Agreement shall result in, or be
construed as establishing an employment relationship. AudienceView shall be, and shall perform as, an independent
contractor who agrees to use its best efforts to provide the said services on behalf of the City. No agent, employee, or
servant of AudienceView shall be, or shall be deemed to be, the employee, agent or servant of the City. No agent,
employee, or servant of AudienceView shall be, or shall be deemed to be, the employee, agent or servant of the City. The
City is interested only in the results obtained under this contract. The manner and means of conducting the work are
under the sole control of AudienceView. None of the benefits provided by the City to its employees including, but not
limited to, workers' compensation insurance and unemployment insurance, aze available from the City to the employees,
agents or servants of AudienceView. AudienceView shall be solely and entirely responsible for its acts and for the acts
Page 16
of AudienceView's agents, employees, servants and subcontractors during the performance of this contract.
AudienceView shall indemnify the City against all liability and loss in connection with, and shall assume full
responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax law, with respect to AudienceView and/or AudienceView's employees
engaged in the performance of the services agreed to herein. The relationship between AudienceView and the City is that
of licensor/licensee and service provider/recipient. Neither party will represent that it has any authority to assume or
create any obligation, express or implied on behalf of the other party, nor to represent the other party as agent, employee,
franchisee, or th any other capacity.
10.5 Assignment
10.5.1 Neither party shall assign or otherwise transfer any rights under this License Agreement without the other's prior written
consent, such consent not to be unreasonably withheld. AudienceView's performance of this Agreement may involve
participation of sub-contractors. Thus, notwithstanding the above, the parties agree that AudienceView may subcontract
and/or assign any of AudienceView rights and obligations hereunder to any of AudienceView's Affiliates and/or to
specialist subcontractors (all referred to in this Agreement as the "Authorised Subcontractors").
The applicable terms of this Agreement shall also apply to the Authorised Subcontractors. The parties agree that the
Authorised Subcontractors may require access to the premises and facilities of the City for their participation in the
performance of this Agreement, and that if so requested by AudienceView, the City shall deal with the personnel of
the Authorised Subcontractors and with any reasonable requests of the Authorised Subcontractors, in all respects, as
if such personnel were the personnel, and such requests were the requests, of AudienceView.
10.5.2 Notwithstanding Section 10.6.1, AudienceView may assign this License Agreement and any of the rights and obligations
hereunder to an Affiliate, without prior consent.
10.6 Notice
10.6.1 Any notice which is required or permitted by this License Agreement to be given to either party hereto shall be m
writing and shall be sufficiently given if delivered personally, or sent by pre-paid registered mail to the addresses listed
in the title or such other address as either party may from time to time advise the other party by notice in writing
(Attention: President in the case of AudienceView and Attention: Wheeler Opera House in the case of the City). Any
notice given by personal delivery or e-mail shall be deemed to be received on the date of delivery.
10.6.2 To expedite order processing, the City agrees that either party may treat faxed documents as original documents;
nevertheless, either party may require the other to exchange original signed documents.
10.7 Governing Law/Jurisdiction
The laws of the state of Colorado and the federal laws of the United States applicable therein shall be applied to this
License Agreement, and the parties submit to the exclusive jurisdiction of the applicable courts at or nearest to
Denver, Colorado, where applicable.
10.8 Dispute Resolution
The Parties agree that should a dispute arise with respect to this Agreement or any Statement of Work, it shall be
resolved in the following manner:
10.8.1 The parties shall use all reasonable efforts to resolve any controversy or claim through good faith negotiations.
However, if such good faith negotiations do not resolve the controversy or claim, the following shall apply: If such a
controversy or claim should arise, the project managers of the City and AudienceView will attempt to resolve the matter
within ten (10) days of the matter being referred to them, or any other period agreed upon by the parties; if the matter is
not resolved by the project managers, the matter will be referred to the City's Wheeler Opera House Duector and
AudienceView's Duector responsible for the City; if the matter is not resolved by those persons within ten (]0) days of
the matter being referred to them, or any other period agreed upon by the parties, the matter will be referred to the City's
City Manager and AudienceView's Vice President responsible for the City. In the highly unlikely event that those
persons aze unable to resolve the matter within ten (10) days of the matter being referred to them, or any other period
agreed upon, the parties agree to refer the dispute to a form of alternative dispute resolution in Denver, Colorado as
Page 17
agreed between the parties before commencing legal proceedings.
10.9 Survival
Sections 4, 5, 6.5, 7, 8 and 1Q, as well as any other provision which is stated to survive or by its nature is intended to
survive this License Agreement, shall survive the termination of this License Agreement.
10.10 Export
The City agrees not to export any Software or any underlying component part or module of the Software from the
jurisdiction for which the License is granted unless it complies with all applicable laws, including any applicable export
control legislation or requirements.
10.11 Inherently Dangerous Applications
The Software is not specifically developed or licensed for use in any nucleaz, aviation, mass transit, or medical
application or in any other inherently dangerous applications. The City hereby agrees that AudienceView shall not be
liable for any claims or damages arising from such use if the City uses the Software for such applications. The City
agrees to indemnify and hold AudienceView harmless from any claims for losses, costs, damages or liability arising out
of or in connection with the use of the Software th such applications.
10.12 Waiver
The waiver by either party of any term, covenant, condition, default or breach of any term of this License Agreement
shall not constitute a waiver of any other or subsequent default or breach of the same or any other term. No term,
covenant, or condition of this License Agreement can be waived except by the written consent of the other party, and
forbearance or indulgence by a party in any regard whatsoever shall not constitute a waiver of any term, covenant, or
condition to be performed by the other party to which the same may apply and, until complete performance by the other
party of said term, covenant or condition, the other party shall be entitled to invoke any remedy available to it under this
Agreement or by law despite any such forbearance or indulgence. Except for actions for non-payment or breach of
AudienceView's proprietary rights in the Software, no action, regardless of form, arising out of this License Agreement
may be brought by either party more than one yeaz after the cause of action has accrued.
10.13 Further Acts
The parties hereto agree to execute and deliver such further and other documents and perform such further acts and
other things as may be necessary or desirable to give full effect to this License Agreement and every part thereof.
10.14 Modifications
It is agreed that neither this License Agreement nor any of its terms, provisions, conditions, representations or
covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate
written instrument fully executed by the parties.
10.15 Headings
The division of this License Agreement into articles and sections and the insertion of headings are for convenience
of reference only and shall not be construed to affect the interpretation of this License Agreement.
10.16 Extended Meaning
[n this License Agreement, words importing the singular shall include the plural and vice versa and words importing
gender shall include all genders.
10.17 Severability
If any provision of this License Agreement is determined to be unenforceable, invalid or in breach of any law by any
tribunal, public body or court of competent jurisdiction for any reason whatsoever, the unenforceability or invalidity
Page 18
of such provision shall not affect the enforceability or validity of the remaining provisions of this License
Agreement and such unenforceable or invalid provision shall be severed from the remainder of this License
Agreement and as so modified this License Agreement shall continue in full force and effect.
10.18 No Conditions or Limitations
The parties acknowledge and understand that there are no conditions or limitations to their understanding set forth in
Sections 10.15 and 10.18 of this License Agreement except those as contained herein at the time of the execution
hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by
the parties.
10.19 Execution of Agreement by City
This License Agreement shall be binding upon all parties hereto and then respective heirs, executors, administrators,
successors, and assigns. Notwithstanding anything to the contrary contained herein, this License Agreement shall
not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official
in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence) to execute the same.
10.20 Precedence of Documents
The documents referenced herein are intended to be complementary. What is called for by one is as binding as if
called for by all. If either party discovers a conflict, error or discrepancy in these documents, it shall be called to the
attention of the other party for resolution. In resolving any matter, the documents shall be given precedence in the
following order:
(a) A particular Statement of Work;
(b) The body of the License Agreement;
(c) The Schedules [o the License Agreement.
10.21 Completeness of Agreement
It is expressly agreed that this License Agreement, including the Schedules hereto, contains the entire undertaking of
the parties relevant to the subject matter thereof and there aze no verbal or written representations, agreements,
warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. This
License Agreement may be executed in any number of counterparts all of which shall constitute together but one
and the same document. All terms and conditions of any the City purchase order or other ordering document shall
be superseded by the terms and conditions of this License Agreement.
[SIGNATURE PAGE FOLLOWS]
Page 19
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by thew duly authorized
officials, this Agreement in three copies each of which shall be deemed an original on the date first written above.
AUDIENCEVIEW TICKETING
CORPORATIODI _ ~
~ ~ xw~~
(Sign p re)
By: ~~~~f~ ~~ VA~G~
Title: V ~ r'~~~'` ~w
Date: JGV v~ ~ si aQ / (~
CITY OF ASPEN, COLORADO
~v (Signatyu~re~) ~
Title: Q,
Date: ~ ~ ZG7~1
Approved as~to>form:
G-f7~%/. Z~~J
---City A orney's ffice
Page 20
SCHEDULE A
PRODUCT DESCRIPTION
The Softwaze is organized into a number of modules; each module contains several components. To follow is a list
of the major functional features within each module and component:
AudienceView Desktop
Customer Services
Customer
• Track customer data using a single record
• Seazch for customers using different data elements
• Maintain contact information with the customer record, including address, phone number, a-mail address
• Maintain detailed notes in each customer record, group byuser-defined categories; view order notes from the
same screen (refer to Order)
• Enter data in up to 80 additional user-configured data elements to capture and store data that can be used for
mazketing or ID purposes
• Optionally validate Canadian US and United Kingdom postaUzip codes
• Maintain customer account balances
• Transfer payment information from an order to an account balance or vice versa
• View, maintain and edit customer web sales login information
• View maintain and edit customer links
• View, maintain and edit customer entitlements such as memberships, benefits, passes and offers
View complete customer history including Orders, Payments, Correspondence, Donations, Bundles,
Performances, Requests, Seats, Gift Certificates, Miscellaneous Items and Passes
• Add an image to a customer account
Order
• Orders can include multiple tickets, bundles, miscellaneous items, services chazges, gift certificates and
donations
• Orders can be restricted to events from specific producers
• Orders can be created as part of a customer record or with an anonymous purchaser
• Set delivery method for an order seazch for existing orders by several different data elements (e.g. credit cazd
#, order #, customer name etc.)
• Use detailed order history to track the addition, return, update and printing of tickets
• Add notes to an order
Track event specific mazketing information using performance level questions
• Track order level mazketing information using up to 80 user defined fields
• View customer contact information
• Change seat details including price type
• Service chazges can be overridden for individual orders (based on user defined pemilssions)
• Apply multiple payments of one or more payment types to a single order
• Schedule future payments and set up flexible payment plans
• Track Deposit and Balance Due dates
• Apply gift certificates as payment and optionally issue remainder as gift certificate
• Use magnetic cazd readers or manually enter credit cazd data
• Manually enter telephone authorizations
• Perform chazge-backs
• Track payments against individual order items to support detailed reporting
• View a detailed payment history within the order, including who made the payment, when it was made, the
authorization code, etc...
• Reprint lost or stolen tickets and track the reason for reprinting
,:; ;;~ _nd•; i Page 21
Defer the printing of tickets as requued by delivery method
Print or a-mail invoices from order
• Accept ticket returns
• Perform ticket exchanges
• Assign Passes to individual admissions
Seats
• Seazch for performances using several data points
• Seazch for performances using a calendaz view
• Search for seats within one or more venue maps or conduct a seazch for the best available seats over one or
more performances
• Select seats to add to orders
• Create orders without using a map or entering customer data (Quick Sale)
• When using map sale for lazge venues, automatically display the map section with the best available seats
• Set seat price types before adding to order
• View sea[ prices from map sale page
• View seat map in sections
• View hold seats and their descriptions and, with appropriate pemussions, add them to an order
• Enter Promo code to gain access to special pricing, presales and held inventory
Bundles
• Search for bundles by several different data elements (e.g. creation date, bundle name)
• View bundle details
Select performances for flexible packages
Select bundle seating locations via best available or map sale
Add bundles to an order
Miscellaneous Items
• Search for Miscellaneous items including merchandise, passes and memberships
• View product details for miscellaneous items such as pricing and a preview image of the item
Gift Certificates
• Seazch for gift certificates by several different data elements (e.g. gift certificate number, order number,
recipient, customer number, etc...)
• View gift certificate details
• Link directly to the order in which the gift certificate was created and the one in which it was used
Donations
• Seazch for gifts by several different data elements (e.g. gift number, order number, campaign ID, appeal ID,
sub-appeal ID, etc...)
• View details of gifts and link directly to the order the gift was created in
End of Day Balancing
• Generate a report of a session's sales data summary by payment method
• Generate a report summarizing current day's sales orders
• Generate a report of current day's sales data categorized by user, role and payment method
Product Configuration
Taxes
• Configure multiple taxes
• Configure taxes as fixed amount or percentage-based chazges
• Configure taxes at different levels to allow compounding
• Configure items to use various combinations of taxes
• Set start and end dates
~:ca' i ~~ ~*, ~ ~ -,: Page 22
• Set taxes to change on a future date
Bundles
• Custom design bundles to include combinations of tickets and gifr certificates
• Design fixed, flexible and family type packages
• Generate Customer memberships when bundles aze purchased
• Assign and generate passes when bundles aze purchased
• Configure minimum and maximum admissions and performance that must be purchased for each bundle
purchase
• Set custom bundle prices
• Restrict bundle elements by price type, series or performance; prevent use of a bundle price if bundle
conditions have not been met
• Set different on-screen, on-sale, off-sale, off-screen dates for each sales channel
• Control when bundles are available for sale by user role and date
Service Charees
• Create service chazges to apply to tickets, orders and/or delivery methods
• Use fixed amount service chazges that can be vaned by thresholds based on values such as ticket price
• Make chazges inclusive or exclusive of applicable taxes
• Configure items to use various combinations of service charges
• Configure the maximum number of time a service change can be added to a single order
• Control when service chazges are available for sale by user role and date
Miscellaneous Items
• Configure Merchandise, passes and memberships
• Configure option items like size or colour
• Configure images for display in both the desktop and online
• Control when Miscellaneous Items aze available for sale by user role and date.
Promo Codes
• Setup promo codes to grant access [o presales, special pricing and held inventory
• Set start and end date for each promo code
• Set minimum and maximum number of admissions that purchased with a single promo code
Benefits
• Set up benefits that can be added to a customer account through memberships
• Configure start and end dates for benefits
• Add pre-configured promo codes to benefits
Application Security
• Apply permission control [o prevent unauthorized access [o the system and/or restricted functionalities
Users
• Create a user record for each user with a unique username and password
• Grant users security permissions for some or all subsystems and functions, individually and/or through
membership in groups
• Give users access to multiple roles to support their work indifferent organizational groups
• Set start and end date for user account
• Control what application pages are available For each user
Group
• Create groups with specific security permissions to allow assignment of the same security permissions to many
users at once -group permissions can be overridden at the user level
• Add previously created users to groups
• Control what application pages aze available for each group
r ; ,' Page 23
Roles
• Create user roles to represent organizational groups: (e.g. Box Office, Call Center, Group Sales, Subscriptions,
Outlet, Mazketing, Financial Management) and set their security permissions
• Add defaults such as price type, delivery method payment method and invoice template
Audits
• Seazch for user actions by several date elements (e.g. time, usemame, action, override user, subsystem, etc...)
and view details of user actions, all of which aze time stamped and logged
• View before and after information for each update made in the application
General Configuration
Payment Methods
• Create payment methods and edit existing payment methods
• Set payment type (e.g. account, debit cazd, credit cazd, gifr certificate, local)
• Select roles that aze allowed to accept each payment method
• Select ticket templates to attach to each payment method -determine what types of receipts, signamre cards,
address slips etc. will print when the payment method is selected
• Attach merchant ID to the payment method, where applicable
• Valid payment method information with pattern matches and Mod 10 check sum.
• Prevent specific credit cazds from being used for payment by adding cards to payment blacklist
Tickets
• Design custom tickets with on-screen preview
• Create multiple types of tickets including receipts, signature cazds, header cazds, admissions, gifr certificates
• Generate tickets using fixed text, order data and complex conditions in which the ticket output depends on
values in the order
• Create templates that cater [o the specific capabilities of printers being used -fully support Boca FGL printers
Generate new ticket templates based on existing ticket templates
Delivery Methods
• Create multiple delivery methods and edit existing delivery methods
• Select roles that aze allowed to use each delivery method
• Set delivery methods to use immediate or deferred print methods
• Configure delivery methods with applicable service charges
• Select ticket templates to attach to each delivery method
• Set a cutoff time (relative to performance date/time) afer which a delivery method may not be used
Passes
• Configure passes to be used to store multiple admissions
• Set up a pass that can be used as an all access festival credential
Memberships
• Set up multiple membership programs
• Set up points based membership levels
Producers
• Create any number of producers (the person, company or organization that hosts an event), including full
contact information
• Select the roles that are allowed to access performances associated with the producer -allows filtering of
performance inventory by user's access to producers, including viewing data from orders and customer records
created by other users
Lists
Create, view and manage application lists, control sort order of application lists
-:!cnua! Page 24
uestions
• Set up multiple performance level mazketing questions
• Configwe lists of answers for each question
• Define number of responses aze acceptable for each question
XSL Templates
• Create, view and manage invoice templates
Account Linkaee Types
• Create, view and manage Account linkage types
Registry
• Use simple default configwation or choose to modify most system pazameters through secwe user interface
• Set field pazameters, including min/max length, labels, tying to lists, data formats, mandatory/optional
• Apply credit cazd masking to prevent unauthorized discloswe of cazd numbers
Venue Configuration
Venue
• Create venues or modify copies of existing venues
• Create venue seat map on top of image of venue layout to give realistic proportions and landmazks
• Attach information to each seat: section, row, seat, aisle, entrance and descriptive text
• Split lazge venues into smaller screens to facilitate map-based seat selection
• Configwe screens to allow users to move from one screen [o another with a single click
• Create and reuse price zone templates to group seats that aze priced at the same level
• Create and reuse hold templates to define configwations of hold seats
• Create and reuse best available templates to allow user-defined fill patterns for system-selected seating
• Control the visibility of seat status details for different users
• Add additional seats to an existing venue and make available to performances already on sale as required
• Configwe venue sections complete with descriptive text and a single image that can be displayed both in
online and the desktop
Series
• Create series (groupings of similar performances) to allow performance creation with inherited series values
• Customize venue, producer, valid payment methods, valid delivery methods and ticket layout for series
• Set dates that the series can be viewed and sold by role (Box Office, Internet, Groups, etc.)
• Customize price zones, holds and best available templates for series
• Select tax and service charge structures for series
• Select ticket templates for series admissions
• Set prices to be inclusive or exclusive of taxes and service charges
• Set any number of valid price types and their prices
• Restrict price availability by role
Performances
• Create individual performances, using values passed down from the series level
• Manually ovemde series values for individual performances as required
• Change prices after a performance is on-sale, leaving previously sold tickets unaffected
• Configwe performance on-sale dates by role and date
• Define acceptable delivery methods and payment methods for each performance
• Define the maximum tickets that can be pwchased in a single order or by a single customer
• Edi[ holds, price zones and fill zones at the individual performance level
Seat Manaeement
• Delete or add admissions to one or more performances
'os1'id.,.~i.~'. Page 25
• Update Holds, price zones and fill zones for one or more performances
Price Charts
• Set up prices by price type, user role and price zone
• Set new prices to take effect in the future
• View past, current and future prices
• Add promo codes to pricing tables
Business Intelligence and Reports
• Generate core AudienceView reports. Save selection criteria for core AudienceView reports
• Schedule reports to automatically generate
• View, print or a-mail report outputs
• Create Business intelligence queries
• Save Business intelligence queries for later use
• Extract business intelligence queries in csv, pdf or xml formats
• Generate customer level correspondence records far customer level business intelligence queries
Utilities
Customer
• Batch update Customer level data marketing fields
• Configure and add offers to a selected list of customers
Orders
• Batch update order level data marketing fields
• Batch create invoices for a selected list of orders
• Batch add donations to a selected list of orders
Offers
• Batch create invoices for a selected list of offers
• Batch update a selected list of offers
Renewals
• Create renewal orders based off of existing orders
• Create renewal offers based off of existing orders
Print
• Batch print tickets for a selected list of orders
• Cancel a previous batch printjob
Perfomrances
• Release some or all of the hold seats from selected performance(s) based on vazious criteria
• Update price zones and fill zones from a selected list of performances
Pledees
• Batch create tax receipts for charitable gifts
• Batch create acknowledgement and thank you letters for chazitable gifts
Legends
Price Zones
• View, create and maintain system price zones
• Set Price Zone display colour
i~~ ;c_:~.-_' Page 26
Hold Types
• View, create and maintain system hold types
• Set hold type display colour
• Set permission level for hold type
Fill Zones
• View, create and maintain system Fill zones
• Set fill zone display colour
Price Twes
• View, create and maintain system price types
• Set price type display character
Funds Management
Programs & Funds
• Create campaigns, appeals and sub-appeals to track the source of incoming gifts
• Configure number of points generated by each gifr
• Configure appeal availability by role and date
• Configure funds
• Configure fund availability by role and date
Desktop Services
• Use ovemde to temporarily gant superior privileges to a specific user
• Select a different printer during a session without logging out
• Change user role during a session without logging out
• View Scheduled tasks and notes
• Change User Password
Other Features
• Integrate to one of several third-party credit applications to perform credit authorization and settlement
• Support multiple terminal ID's to enable multiple concurrent transactions
• Maintain history of field values and changes in the Database
AudienceView Online
• Sell admissions, bundles, gifr certificates donations and miscellaneous items in a fully integrated online user
interface
• Allow customers to enter promo code to gain access to presales, special pricing or inventory
• Support the concept of a shopping cart allowing customers to purchase multiple items in a single transaction
• Allow customers to select admissions via best available or via an online seat map
• Using key word matches, automatically recommend other performance for purchase to the customer
• Support print at home ticketing
• Assign admissions to a customer's pass
• Brand online interface to match the corporate brand identity
• Configure and maintain online landing pages
• Allow customers to search for performances
• Allow customers to search for performance in a calendar view
• Support multiple branded online interfaces
• Maintain web users as users and customers, enabling web sales to be tracked against customer accounts
• Allow customers to update their own information
• Allow customers to view pastpurchases, renewals and ticket usage
• Support custom branding on web sales pages
Confiden^:al Page 27
• Assign web users a default group and role; set specific web user permissions
• Allow web users to change their own passwords
• Customize web sale pages
AudienceView Kiosk
• Pickup tickets by swiping credit cazd
• Seazch for performances
• Purchase Single tickets to any on sale event
• View Seat locations on Seat map
AudienceView Access Control
• Validate tickets by scanning system generated Baz Code
• Mazk ticket number as used and reject subsequent scan attempts
• Validate tickets for access to a specified gate or entrance
• Scan tickets in and out of venue.
• Configure screen success colour for different Price Types
• Report on Used and Unused tickets
..t.d::•:::. Page 28
SCHEDULE B
FEE SCHEDULE
*THE CONTENTS OF "SCHEDULE B" ARE CONFIDENTL~I. AND
C~+uN BE FOUND IN A SEPARATE DOCUbIENT
Co~iidestial
SCHEDULE C
SUPPORT PLAN SCHEDULE
Definitions:
The defmitions used in the License Agreement aze incorporated herein. In addition, the following terms shall have
the following ascribed to them:
"Business Hours" means the hours during which AudienceView's helpdesk is available to take live incoming calls,
namely 9:00 a.m. to 5:00 p.m., Monday through Ftiday (excluding statutory holidays), Eastern Standazd Time
(EST);
"Current Software Version" means the most recently released commercially available version of the Software at
the time a the City Support Contact relates a particulaz support incident to AudienceView hereunder;
"Support Contacts" means the City designated individuals (to be identified in the attached Problem Reporting
Schedule) and any replacements designed in writing to AudienceView who will serve as technical liaison between
AudienceView and the City and who aze to have technical knowledge and experience with the Software
configuration, installation, network layout, types of computer systems, operating systems and equipment used in
respect of the City.
Support Services
Upon Acceptance, AudienceView will provide the following services to the City
1. technical assistance by telephone or electronic mail;
2. receipt and monitoring of calls 24 hours a day at AudienceView's support desk;
3. direct access for Support Contacts to AudienceView's team of support technicians;
4. provision of any available problem solutions related to the Current Software Version and the immediately preceding
version;
5. remote execution of Support Services, including File transfer via FTP server where applicable;
6. response to reported problems in the manner described herein and in the attached Problem Reporting Schedule; and
7. making available any Updates and Upgrades at no additional chazge, subject to the City's responsibility for any
Professional Services fees associated with AudienceView being requested to install or configure Upgrades
AudienceView will provide Support Services during the Support Term, in consideration for the applicable Support
Services fees as provided for in the Agreement. The Support Contacts will be [he only persons authorized to receive
the Support Services hereunder and to instruct AudienceView in respect of Support Services. The appointed Support
Contact(s) must have technical knowledge and experience with [he Sofrwaze configuration, installation, network
layout, types of computer systems, operating systems and equipment used in respect of the problem situation
Without limiting the generality or effect of Section 3.1.2 of [he Agreement, the delivery of Support Services
hereunder does not extend to: (i) Softwaze which has been altered, modified or improperly installed or configured by
the City, its customer's, or any third party without AudienceView's prior written consent; (ii) failures related to an
unsuitable operating environment, including, but not limited to, inadequate electrical power, air conditioning or
humidity control; (iii) failures related to an accident, disaster or other Force Majeure event; (iv) any unauthorized
use of the Sofrwaze; (v) any work requiring AudienceView to make corresponding changes to any of the City's
Developed Softwaze in order to align or otherwise integrate with any Upgrade.
AudienceView warrants that its Support Services personnel shall deliver services in a professional manner and in
accordance with industry standazds. Response and resolution times provided in the Problem Reporting Schedule or
otherwise whether orally or in writing, aze intended as good faith estimates, guidelines or objectives only and aze not
to be taken as warranties or representations.
O~ ?ti:
Problem Reporting Schedule
The City Support Contacts:
The City of Aspen reserves the right to modify the list of contact names, titles, and number of contacts at any time
deemed necessary by the City or the Wheeler Opera House.
Heather Gibson
Box Office Manager
heatherg_(cilci.aspen.co.us
970-920-5771
Sherry Wirth
Box Office Manager
Sherry. wirth(a~ci. asuen.co.us
970-920-5778
Assistant Box Office Manager
970-920-5778
Rose Bennett
Senior Finance Manager
rosebnci. asuen.co.us
970-920-5788
Scott Wilson
Building Manager
Scott.wilson(a ci.aspen.co.us
970-920-5782
Help Desk
help~a ci.aspen.co.us
970-920-5013
Whelan Smith
Support Coordinator
W helan. smith(a~ci.asnen.co.us
970-429-1753
John Sobieralski
Network Coordinator
John. sobieralski~ ci.aspen. co.us
970-429-1756
AudienceView Suooort Phone List
Toronto (local) Support: 416-687-2001
North America Support: 1-866-806-8854
UK Support: 08456 800132
Europe/International Support: OI1-44-845-680-0132
Other relevant information
Support Email: Suooort(u~audienceview.com
Support web portal: htro://support.audienceview.com
Oncall Support Blackberry: 1-647-402-4132
Oncall Support Blackberry Email: Oncal](c~audienceview.com
Toronto Fax: 416-687-2020
r:_:c. ..
Step 1: Contact AudienceView using one of the following methods:
• Call Support 24 hows per day, 7 days per week at one of the following numbers corresponding to the
applicable local time zone selected by the City.
• Send a-mail to: support(a~AudienceView.com or, in respect of Priority 1 issues outside of Business Hours,
send to oncall(a?AudienceView.com
Response (Priority deftnitions are provided below)
For Priority 1 calls, there is an immediate response during Business Hows and within one half how outside of
Business Hours. All other calls aze responded to within one how when received during Business Hows, and at the
beginning of the next Business Day when received outside of Business Hows.
Customers subscribing to Support Services will have priority response over Support work for customers not
subscribing to Support Services.
Step 2: Provide the [oolowing information:
Provide Support Contact's name, location of Software installation, Support Contact's telephone number and E-mail
address.
Step 3: Provide a description of the problem.
Provide as much detail, including systems messages and screen printouts, as possible. This will help AudienceView
quickly identify the problem and assign a priority level.
Problems reported aze entered into AudienceView's priority case management system and then assigned to an
appropriate resource. Incident reports aze prepared containing the City's provided information about the reported
problem, any diagnostics performed, the computing envrronment, priority level and relevant configwation and trace
files. AudienceView shall assign a case reference number which will be used in all futwe communications with the
City regarding the reported incident. the City understands that failure to provide accwate and detailed call
information as described above may increase the amount of time needed by AudienceView to diagnose the problem
and develop a possible solution.
Prioritization and Problem Handling Process
AudienceView shall provide Support Services as described below to the Support Contacts
Priority 1: There is a critical impact to the City's business operations (e.g. the City cannot log on, the Softwaze is
down): AudienceView, with support of the City as necessary, will commit necessary resources around [he
clock to resolve the situation.
Priority 2: Operation of an existing production environment and significant aspects of the City's business operation
aze being negatively impacted: AudienceView, with support of the City as necessary, will commit full-time
resources during Business Hours to resolve the situation.
Priority 1 & 2 only apply in respect of the Software when it is in production use following Acceptance.
Priority 3: Production performance is impaired while most business operations remain functional: AudienceView,
with support of the City as necessary, will commit resources during Business Hours to restore service to
satisfactory levels.
Priority 4: the City requires information or assistance with respect to the Sofrwaze capabilities, installation, or
configwation, and there is little or no impact to the City's business operations: AudienceView, with support of the
City as necessary, will provide resources during Business Hours to provide information or assistance as
requested.
~ontidentisi
Regardless of the priority assignment, the City's problem must relate to the Software in order for Support
Services to be applied hereunder A'here Audience) <ew is required to perform Support Services outside of the
scope of the Support Plan, including but not limited to investigations, efforts and resolutions pertaining to
Designated System elements or other third party software, hardware, networks or facilities, AudienceView shall
charge the City at iu daily Professional Services rate for the Services rendered.
Afrer assigning a priority level, the problem will be escalated within AudienceView's Support, Professional
Services, and Development organizations for further analysis and generation of a fix, if possible.
Problem resolution time will depend on the priority level, complexity of issue, level of assistance provided by the
caller in the problem diagnosis process, and amount of development engineering resources needed. Support
Contact(s) shall be kept informed of AudienceView's progress and shall be given an estimated date of resolution
where possible or applicable.
The case will not be closed by AudienceView until receipt of written confirmation from the Support Contact that the
problem has been resolved. The confirmation shall be provided within five (5) Business Days of the delivery of
notification by AudienceView. If written confirmation or feedback is not received by that time, it will be assumed
the problem has been resolved.
~onfidsnr~
SCHEDULE D
PROFESSIONAL SERVICES SCHEDULE
1.1 "Acceptance Test Plan" or "ATP" shall mean the test procedure developed by AudienceView and approved
by the City to determine whether a Deliverable, including the implementation of the Softwaze in the case of the
Initial Statement of Work, should be Accepted.
1.2 "Change Request" shall mean a document developed by the parties which sets out the items in Section 4 of
this Schedule.
1.3 "Deliverables" shall mean the work product specified in the applicable Statement of Work to be produced by
AudienceView hereunder and also includes implementation of the Softwaze in the case of the Initial Statement of
Work.
1.4 "Statement of Work" shall mean a document developed by the parties which sets out the work to be
performed, the Deliverables and the timeframe for delivery.
All other capitalized terms shall have the meanings set out in the License Agreement.
RETENTION
Subject to the terms and conditions of this Agreement, the City hereby retains AudienceView to perform the
Professional Services, and AudienceView hereby accepts such retention by the City to perform the Professional
Services.
PROFESSIONAL SERVICES
3.1 Statement of Work. A Statement of Work executed by authorized representatives of AudienceView and the
City will be required prior to the commencement of any Professional Services by AudienceView. The parties agree
that the signing of a Statement of Work by authorized representatives of each party shall be necessary to commit the
City to compensate AudienceView for any Professional Services and to commit AudienceView to perform any
Professional Services. AudienceView shall provide the Professional Services in accordance with the specifications
in the Statement of Work. AudienceView shall provide the Professional Services on a time and materials basis at
the per person hourly rate set out in Schedule E to the License Agreement as amended. A separate Statement of
Work shall be requved for each incremental engagement of AudienceView. Each Statement of Work shall
incorporate the terms and conditions of the License Ageement by reference. Each Statement of Work shall identify
the City Project Manager and the AudienceView Project Manager for the project defined in the Statement of Work.
3.2 Delivery and Acceptance. When AudienceView determines that a Deliverable is ready for Acceptance
Testing, it shall notify the City in writing, and the City shall then be entitled to conduct an Acceptance Test. In
conducting [he Acceptance Test, the City shall, with the assistance of AudienceView, subject the Deliverable to an
Acceptance Test Plan. The successful completion, and subsequent authorized signature, of the Acceptance Test Plan
by the City shall constitute Acceptance. The City shall respond in writing to AudienceView within thirty (30)
Business Days of submission of a Deliverable for Acceptance Testing (the "Acceptance Period") indicating its
Acceptance or rejection of the Deliverable, with the date of written notice of Acceptance constituting the
"Acceptance Date". Resolution of a dispute regazding the giving or withholding of Acceptance shall be dealt with by
way of the dispute resolution mechanism described in the License Agreement.
3.3 Deficiencies. In the event that an Acceptance Test Plan is attempted and not successful, the City shall outline
in reasonable detail any deficiencies, and their respective urgencies, this written outline being called a "Deficiency
Report". AudienceView shall, upon receipt of a Deficiency Report, review the deficiencies and provide a plan to
correct any deficiencies which aze reasonably agreed to by AudienceView. AudienceView shall provide this plan to
the City not more than (2) Business Days following receipt of any Deficiency Report. AudienceView shall
commence to correct such agreed-to deficiencies as provided in the plan forthwith, and in any event shall correct
such deficiencies not more than twenty (20) days following receipt of the Deficiency Report. Upon receipt of
notification from AudienceView that the agreed to deficiencies listed in any Deficiency Report have been corrected,
the City shall be entitled to a further Acceptance Period of ten (10) Business Days. Should the subsequent
Cortiden~:
Acceptance Test rum up further deficiencies, the process herein shall be repeated until Acceptance. At the mutual
agreement of the City and AudienceView, deficiencies identified to be of lesser urgency maybe addressed pursuant
to a new Statement of Work to facilitate an immediate or more rapid Acceptance of the truncated Deliverable(s).
Resolution of a dispute regazding the giving or withholding of Acceptance shall be dealt with by way of the dispute
resolution mechanism in the License Agreement.
3.4 Commercial Use. CommerciaUproduction use by the City of a Deliverable which has not been Accepted
shall be deemed to be Acceptance of such Deliverable by the City. In this circumstance, the fvst date on which the
Deliverable is put into commerciaVproduction use shall be the Acceptance Date.
CHANGES
4.1 Change Order. Either party may request a change in the Deliverables included in a Statement of Work at
any point in the execution of the work thereunder. If The City determines that a change in the Deliverables in a
Statement of Work is necessary, the City shall provide AudienceView with an opened Change Request with a
description and rationale of the change. As soon as possible, but not later than ten (10) Business Days after receipt
of the opened Change Request, AudienceView shall deliver to the City the completed Change Request. The
completed Change Request shall consist of a change solution/proposal and a detailed estimate of the Professional
Services to be performed outside of the original specifications (or Professional Services no longer needed to be
performed in the event of a reduction of specifications) along with any proposed changes to the costs. Changes
requiring a significant increase in the scope of the ongoing project shall be included in a phased delivery and
covered in a new Statement of Work. The City shall give written notice to AudienceView within ten (10) Business
Days if the City approves the completed Change Request. Agreed upon Change Requests shall amend the
applicable Statement of Work, shall be attached to said Statement of Work and shall be incorporated herein by
reference. AudienceView shall not be liable for any Professional Services or Deliverables which aze not set out in a
Statement of Work or Change Request.
~,i; if,:,'~n~
SCHEDULE E
INITIAL STATEMENT OF WORK
*THE CONTENTS OF "SCHEDULE E" ARE CONFIDENTIAL AND
CAN BE FOUND IN A SEPARATE DOCUMENT
,.,,,,~r~~~:r.~
Gram Slaton
From: Sally Spaulding
Sent: Thursday, January 07, 2010 4:55 PM
To: City_Council; Public_Comment; Gram Slaton
Subject: FW: Wheeler AudienceView purchase
See below
Sally Spauldin ,Community Relations Director
City of Aspen ~ 130 South Galena ~ Aspen, CO ~ 81611
Voice: 970-920-5082 ~ Fax: 970-920-5119 ~ Web: www.asoenoitkin.com
Follow the City of Aspen on Facebook or Twitter.
From: Emily Zeck [maflto:Emlly@theatreaspen.org] ~ _ _ ~ ~~~____.__.._ _~._~_~
Sent: Thursday, January 07, 2010 4:53 PM
To: Sally Spaulding
Cc: Rose Bennett; Gram Slaton; Heather Larson; Heather Gibson; Sherry Wirth
Subject: Wheeler AudienceView purchase
Hi Sally,
I am writing to you and the Council to express my support of the potential purchase of the AudienceView ticketing
system for the Wheeler on January 25th. I attended the information session today, and was very excited by the
enhanced capabilities that it will provide to our organization, as well as increased satisfaction to our customers. There is
no question in the collective mind of Theatre Aspen that it would bean exciting and significant improvement over the
current system, and well worth the public investment.
Please let me know if I can be of further assistance, and we hope to experience the new system soon!
Regards,
Emily Zeck
Managing Director
Theatre Aspen
P: 970.925.9313 x 5
F: 970.925.6813
www.theatreasce n.orR
Gram Slaton
From: Sally Spaulding
Sent: Thursday, January 07, 2010 4:46 PM
To: City_Council; Public_Comment; Gram Slaton
Subject: FW: AudienceView for Aspen
Importance: High
See below.
Sally Spauldin ,Community Relations Director
City of Aspen ~ 130 South Galena ~ Aspen, CO ~ 81611
Voice: 970-920-5082 ~ Fax: 970-920-5119 ~ Web: www.asoenoitkin.com
Follow the City of Aspen on Facebook or Twitter.
From: Natalie Lacy [mailto:natalie@aspenwriters.org]
Sent: Thursday, January 07, 2010 4:41 PM
To: Sally Spaulding
Subject: AudienceView for Aspen
Importance: High
Dear Sally,
My name is Natalie Lacy and I am writing to you on behalf of the Aspen Writers' Foundation. It is with much enthusiasm
that I highly recommend that Aspen City Council permit Aspen Show Tickets at the Wheeler Opera House to purchase
the AudienceView ticketing software. The system's capacity for tracking purchases, organizing the varieties of ticket
levels, and strategically implementing special offers/discounts for our constituents is unbelievable. It is auser-friendly
system that will entice people to purchase tickets online, ultimately reducing the need for costly resources.
AudienceView also has limitless possibilities for cross-promotional efforts among Aspen's organizations and businesses,
which I see as the ultimate investment for the Ciry of Aspen as it will make it easier and more attractive for visitors and
residents to attend numerous events and visit local businesses.
The current system is quite difficult for our constituents to navigate, its ability to produce detailed reports is stunted,
and the ability for us, the AWF, and other organizations, to access background information on our sales is virtually non-
existentwithout the time and effort of the box office staff.
Please feel free to contact me should you have any questions about my rewmmendation.
With regards,
Natalie
Natalie Lacy ~ Programs Manager ~ Aspen Writers' Foundation, a program ofThe Aspen Institute
110 East Hallam Street, No. 116, Aspen, CO 81611
970.925.3122, ext 3# ~ natalieCdasoenwriters.ora ~ www.asoenwriters.ore
Gram Slaton
From: Sally Spaulding
Sent: Thursday, January 07, 2010 4:28 PM
To: Gram Slaton; Public_Commenf; City_Council
Subject: FW: Vote of support for Wheeler's new ticketing proposal
See below. s
Sally Spauldin ,Community Relations Director
City of Aspen ~ 130 South Galena ~ Aspen, CO ~ 81611
Voice: 970-920-5082 ~ Fax: 970-920-5119 ~ Web: www.asoenoitkin.com
Follow the City of Aspen on Facebook or Twitter.
From: Jennica Lundin [mailto:jennka@aspensantafeballet.com]
Sent: Thursday, January 07, 2010 4:21 PM
To: Sally Spaulding
Subject: Vote of support for Wheeler's new ticketing proposal
Hi Sally,
This is a letter I would like to direct to City Council when they sit down on January 25"' to go over the proposed ticketing
system:
Dear City Council members,
I would like to voice my support of the Wheeler's proposed ticketing system. This new system would give Aspen Santa
Fe Ballet many more options and flexibility than the current system and would help to streamline and better organize
the marketing efforts of the ballet as well as the Wheeler and the many other organizations the Wheeler serves.
In addition, this system would foster a more collaborative effort between the Wheeler and all of the organizations who
currently use Aspen Show Tickets (something the current ticketing system is unable to accomplish).
I worked for the Wheeler as a box office representative (six years ago and over the current holidays), and worked for
Jazz Aspen Snowmass for three years prior to coming on with Aspen Santa Fe Ballet 2 years ago, so I feel extremely well
versed when it comes to ticketing. Having personally worked on the Wheeler's current system, I can attest that it is not
able to meet many of the current and future needs of the Wheeler and other organizations.
Given the research and work the Wheeler employees have put in over the past year to find a system that serves so many
different needs, I feel that we will miss a great opportunity if the money to purchase the system is not approved by
council. I would love to have this system up and running for our summer shows, and judging from the responses from
other organizations in the meeting today, I am not the only one who feels this way.
Thank you for your consideration,
Jennica Lundin
Director of Marketing
Aspen Santa Fe Ballet
970-925-7175; 970-925-1127 fax
iennicaCa asoensantafeballet•com
www. asaensa ntafeballet.com
Gram Slaton
From: Sally Spaulding
Sent: Thursday, January 07, 2010 4:06 PM
To: Gram Slaton; Public_Comment; City_Council
Subject: FW: New Wheeler Ticket system
See the comment below. I believe this item was postponed from your next council meeting but will likely come before you
in the near future.
Sally
Sally Spauldin ,Community Relations Director
City of Aspen ~ 130 South Galena ~ Aspen, CO (81611
Voice: 970-920-5082 ~ Fax: 970-920-5119 ~ Web: www.asoenoitkin.com
Follow the City of Aspen on Facebook or Twitter.
From: Beth Hansen [mailto:adminassist@aspenfilm.org]
Sent: Thursday, January 07, 2010 4:05 PM
To: Sally Spaulding
Subject: New Wheeler Ticket system
To Whom it may concern,
I attended the tutorial given by the Wheeler Box office staff to talk about implementing a new ticket system and I
thought it was great. It would eliminate a lot of headaches for not only our organization but also for our donors and
patrons.
It would also allow Aspen Film to become more of a green organization because it would eliminate the need for ticket
order form mailers.
I give the new system my full support and hope that the it is approved.
Thank you,
Beth Hansen
Operations Coordinator
Aspen Film
925-6882
1~~•"~ 1
AUDIENCEYIEW
TICKETING
Rebecca Hodgson
City of Aspen
130 S. Galena
Aspen, CO 81611
January 15, 2010
We are glad that you have chosen AudienceView for your ticketing needs. We thank you for your
business and look forward to a mutually rewarding relationship for many years to come.
Please find attached 3 original copies of the contract as requested.
Regards,
~V
Jer~Chapman
Office/HR Manager
SCHEDULE B
FEE SCHEDULE
License and Suooort Fees
Fixed License Fee ("Fixed License Fee") payable upfront
for up to a total of 175,000 Units per yeaz
Annual Support Fee for up to a total of 175,000 Units per yeaz ("Annual Support Fee")
Additional Per Unit License Fee if over 175,000 ("Per Unit Fee")
OR
One-time Fixed License Fee per 25,000 additional units
if purchased at the beginning of the Term Yeaz
AND
Support Fee for One-time Fixed License per additional
25,000 units pwchased at the beginning of the Term Yeaz
Hostin¢ Fees
Annual Hosting up to a total of 175,000 units ("Annual Hosting Services Fee")
Hosting Fee for One-time Fixed License per additional 25,000
units pwchased at the beginning of the Term Yeaz
Professional Services Fees
Additional custom work or integrations daily rate (8 hows per day)
Set Ua and Trainin¢ Fees
Includes Remote Analysis, Environment Setup, Analysis Workshop
training, and on-site configwation support.
Initial Summary of Costs
Upfront Costs
Annual Costs
$40,000.00
$ 8,000.00
$ .30
$ 7,500.00
$ 1,500.00
$12,000.00
$ 2,250.00
$ 1,000.00
$35,000.00
$102,500.00
$20,000.00
CONFIDENTIAL
Additional Perpetual License Room Table
For incremental license room:
Incremental Perpetual "license room"
Unit Maximum: Additional one-time Fixed Licence Fee payable at
the time of urchase
Increased from 175,001 to 200,000 $7,500
Increased from 200,001 to 225,000 $7,500
Increased from 225,001 to 250,000 $7,500
Increased fiom 250,001 to 275,000 $7,500
Increased from 275,001 to 300,000 $7,500
Increased from 300,001 to 325,000 $7,500
Increased from 325,001 to 350,000 $7,500
Increased from 350,001 ro 375,000 $7,500
Increased from 375,001 to 400,000 $7,500
Increased from 400,001 to 425,000 $7,500
Increased fiom 425,001 to 450,000 $7,500
Increased from 450,001 ro 475,000 $7,500
Increased from 475,001 to 500,000 $7,500
Increased License Room Support Fee Table
For incremental license room:
Incremental Perpetual "license room"
Unit Maximum: Additional annual Support Fee payable at
the commencement of each year of the
Su ort Term
Increased from 175,001 to 200,000 $1,500
Increased from 200,001 to 225,000 $1,500
Increased from 225,001 to 250,000 $1,500
Increased from 250,001 to 275,000 $1,500
Increased from 275,001 to 300,000 $1,500
Increased from 300,001 to 325,000 $1,500
Increased from 325,001 to 350,000 $1,500
Increased from 350,001 to 375,000 $1,500
Increased from 375,001 to 400,000 $1,500
Increased from 400,001 to 425,000 $1,500
Increased from 425,001 to 450,000 $1,500 I
Increased from 450,001 to 475,000 $1,500
Increased from 475,001 to 500,000 $1,500
Confidential
For incremental license room:
Increased License Room Hosting Fee Table
Incremental Perpetual "license room"
Unit Maximum: Addifional annual Hosting Services Fee
payable at the commencement of each year
of the Hostin Term
Increased from 175,001 to 200,000 $2,250
Increased from 200,001 to 225,000 $2,250
Increased from 225,001 to 250,000 $2,250
Increased from 250,001 to 275,000 $2,250
Increased from 275,001 to 300,000 $2,250
Increased from 300,001 to 325,000 $2,250
Increased from 325,001 to 350,000 $2,250
Increased from 350,001 to 375,000 $2,250
Increased from 375,001 to 400,000 $2,250
Increased from 400,001 to 425,000 $2,250
Increased from 425,001 to 450,000 $2,250
Increased from 450,001 to 475,000 $2,250
Increased from 475.001 to 500,000 $2,250
Confidential
SCHEDULE E
INITLAL STATEMENT OF WORK
Z INTRODUCTION
AudienceView is pleased to present this Initial Statement of Work (SOW). The Statement of
Work is intended to define the scope of the tasks and fees required in setting the City up on
AudienceView's Ticketing Solution. The scope is based on information obtained from the
City during meetings held during the AudienceView sales process. Based on these meetings,
AudienceView has made a number of assumptions regarding, the deployment timeline, the
availability of resources at the City and requirements for the migration of data and
configuration of the Ticketing Solution. As required, any changes in the scope of Setup
deliverables will be managed through a change request process.
2 PROJECT SCOPE AND SUMMARY
AudienceView ensures a complete setup by adhering to a ten phase project process,
described as follows:
PHASE 1-PROJECT INITIATION
This phase of the project involves the project definition process including SOW creation.
This phase is concluded with the signing of this document by both the City and
AudienceView. This phase of the project must be complete before any subsequent phases
can begin.
PHASE 2 -PROJECT PLANNING AND MANAGEMENT
This phase of the project will serve to formally kick-off the project, outline the
AudienceView implementation process, introduce the respective project teams and define
roles and responsibilities for the project. Tasks to be completed in this phase are as follows:
• AudienceView to provide the City with the Client Questionnaire and Professional
Services welcome package.
• The City to complete the Client Questionnaire.
• AudienceView to host the project kick-off meeting with both project teams. This
meeting will be carried out via conference call.
• AudienceView to finalize acquisition and installation of required computer hardware
for database and application server(s)
• The City to finalize acquisition and installation of printers and user desktop PCs.
• AudienceView and the City to finalize key project milestone dates.
Confidential
• AudienceView to develop project plan outlining key project deliverables and high
level project schedule.
• AudienceView and the City to review and mutually agree to data migration
requirements.
PHASE 3-HARDWARE INSTALLATION SUPPORT
This phase of the project will consist of AudienceView installing the hardware and software
required to prepare the database server and application server(s) to be ready for
AudienceView software to be installed. The City's internal IT team is responsible for
preparing user desktop PCs. In addition, any required upgrades to existing printers will also
be accomplished by the City in this phase. This phase of the project must be complete
before any subsequent phases can begin. Specific City tasks are:
• The City to install hardware and printers as per required specifications, with support
from AudienceView
• AudienceView to install database server operating system and patches, Microsoft
SQL Server software and patches, and application server(s) operating system and
patches
• The City to install user desktop operating system and patches.
• The City to contract with financial institutions, payment processors or network
providers to obtain merchant IDs and/or terminal IDs or establish network
connections to financial institutions. This may also require the payment of per-
transaction charges for credit/debit card processing, procurement of third-party
hardware, software or payment of additional fees to those organizations or their
representatives.
The City is responsible for ordering the SSL certificate.
• AudienceView is responsible for installing the SSL certificate.
• The City to order and install magnetic stripe readers, PIN pad devices or other
equipment or software if needed for processing credit or debit cards.
• AudienceView will perform a system audit to ensure servers are secure.
PHASE Q -ANALYSIS
This phase of the project will consist of joint meetings with AudienceView and the City.
During this phase a single AudienceView resource will be onsite at the client's location for
up to four (4) days to conduct analysis meetings.
The purpose of this phase of the project is to document the City s business procedures as
they relate to AudienceView, make configuration recommendations, provide insight on how
best to make use of the AudienceView system, and provide system configuration training.
Confidential
The specific tasks to be completed during this phase are:
• AudienceView resource to review the City's current business practices as they relate
to AudienceView in joint meetings with the City.
• Jointly review branding requirements for the ticket template and invoice.
• Jointly review branding requirements for online sales.
• Jointly review Access Control requirements, specifically in regard to how this may
impact any data migration.
• AudienceView to review with the City the AudienceView core reports and the
Business Intelligence module in order to confirm the assumption that the core
application will meet the needs of the City. Any gaps in reporting will be addressed
via the predefined project change control process.
• User Acceptance Test Plan -The City to define the acceptance test plan, with
support from AudienceView.
• AudienceView to review and sign off on the Cit~/s User acceptance test plan.
• The City to confirm the payment processing solution (payment processor and
payment gateway)
• AudienceView to review and finalize the City Analysis Questionnaire with the City to
ensure that the City's business practices as they relate to AudienceView are well
defined. The output of this document will be used to guide the configuration of
AudienceView.
• The City to sign off on finalized project scope
PHASE 5 -CONFIGURATION
The City's and AudienceView's resources will be used to complete the tasks in this phase of
the project with the City responsible for the product configuration. Tasks to be completed
in this phase include:
^ AudienceView to install the AudienceView software on hosted staging and
production servers
• AudienceView to install and configure any software required by payment processing
solution selected by the City.
• AudienceView to configure the interface between AudienceView with the payment
processing system selected by the City.
• The City to configure the AudienceView application with the initial production
configuration as per Analysis phase of the project with the support of AudienceView.
^ The City to configure the Venue(s) with support from AudienceView.
• AudienceView will configure one admission ticket, one gift certificate, one payment
receipt and one address card.
• AudienceView will brand the core AudienceView invoice with the City's logo and
Confidential
address information.
^ AudienceView will brand the core AudienceView online UI with the City's logos and
colors.
^ The City to purchase and configure barcode scanners and operating software.
The City to implement and test wireless network infrastructure at its facility to
support the implementation of the wireless barcode scanners.
• AudienceView to assist the City with the configuration and testing of the
AudienceView Gate Management (Access Control / Barcode Scanning) functionality.
^ The City to configure performances (adding performances, pricing, bundles, on/off
calendar dates, etc.) with AudienceView support.
^ AudienceView to assist the City with the setup and deployment of their ticket
printers.
^ AudienceView to provide end user training in a train the trainer format.
• AudienceView to provide AudienceView system administrator training.
• The City to begin UATtesting.
PHASE 6 - DEVELOPMENT~QA
No provision is made within this SOW for AudienceView to deliver custom development.
Any Customization to the AudienceView system will be developed on a time and materials
basis. Before any customization of the AudienceView system can begin, both parties will
agree to a specification for the new functionality. All cost and effort levels and delivery
timescales will be reviewed and validated against the specification document. Any estimate
of effort levels provided by AudienceView will include solution design, development, testing
and deployment.
PHASE 7 -DATA MIGRATION
During this phase of the project, data from the City's legacy system is migrated into the
AudienceView Ticketing Solution.
The City is solely responsible for providing the data to migrate into the AudienceView
system in a format specified by AudienceView. AudienceView will import the presented
data into the AudienceView application as defined within the data map. AudienceView and
the City will run two joint tests to validate the migration. The City is responsible for
confirming that the data was migrated as expected.
If additional tests are required due to a changed requirement a Change Request will be
required and additional costs may be incurred.
The specific types of data to be migrated as part of the implementation will be reviewed
with the City in detail upon contract closure. Below is a high-level overview of the data
migration requirement as they are currently understood:
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*Historical ticket transactions are migrated into the AudienceView system with a minimal
amount of detail. Only the performance date and number of tickets will be migrated. Exact
seat details and payment information will not be migrated.
*Migration of live ticket transaction data (i.e. orders for upcoming events) is not in scope
for this project.
*Requests for additional data to be migrated to AudienceView will be considered out of
scope, and handled via the predefined project change control process.
*Assumes all data provided by City has been cleansed prior to providing the files to
AudienceView (e.g. City must ensure all duplicate City accounts have been removed)
*Assumes data extracted from City's legacy system meets a reasonably acceptable level of
integrity.
PHASE 8- USER ACCEPTANCE TESTING (UAT)
During this phase of the project, the City will conduct User Acceptance Testing and confirm
that the AudienceView application has been acceptably configured to support the City's
business practices.
• The City to complete their User Acceptance Testing as agreed upon in the
Analysis phase of the project
• AudienceView to provide remote support to City during the City's acceptance
testing
PHASE 9-GO LIVE SUPPORT
This phase of the project will launch the City into live sales with the AudienceView system.
During this phase of the project, a single AudienceView resource will be onsite for up to
three (3) days to provide go live support. Specific tasks to be completed in this phase are:
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• If required, provide follow-up training to the City's team
• If required, assist the City with validating the final data migration to production
• If required, assist the City's box office and call centre team on the first day of sale
using the AudienceView application
• Provide general support for the City's launch of the AudienceView system
• The City to sign Project Acceptance and Sign Off form to confirm completion of the
project and to initiate the transition to AudienceView Support
PHASE 10-POST LAUNCH SUPPORT
Following Go Live the City will transition from a professional services engagement to the
AudienceView City Support infrastructure.
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3 SCHEDULE AND PRICING SUMMARY
Fixed Price Professional Services Fees: $35,000
Estimated AudienceView Expenses: $7,500
Total Estimated SOW-related Costs: $42,500
• All costs are exclusive of applicable taxes.
• The Expense reimbursement invoices will be issued on a monthly basis as expenses
are incurred by AudienceView, or, will be paid directly by the City to the vendor if
applicable.
• The Fixed Price Professional Services Fees will be invoiced 50% upon execution of
the contract and 50% upon Acceptance of the ticketing solution.
• While AudienceView is confident that the estimates provided are reasonable based
on the information currently available, changes in assumptions will be documented
via change request where necessary. AudienceView will not invoice in excess of
these estimates without prior written approval.
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Project Planning and Management 6 Assumes City assigns a dedicated project
manager for their implementation team
Hardware Installation Support 3 Assumes City has staff to deploy and install
network infrastructure
Assumes remote access can be made available
to AudienceView Toronto offices
Requirements Gathering and Analysis 5 Includes onsite and remote requirements
analysis
Configuration $ Includes onsite and remote configuration
support
Training 5 Includes on-site and remote training
Web Sales Design and Branding 3 7o provide design consultation, and brand the
AudienceView web sales flow. If additional
brands are required, this estimate will be
revised.
Development/QA 0 Assumes there is no requirement for custom
development.
Data Migration 12 Assumes up to 3 years of City (patron) data, up
to 3 years of historical ticket transactions will
be migrated from City's legacy system
UAT Support 4 Assumes remote support during City's
acceptance testing phase
Go-Live Support 4 Includes onsite and remote support for
production launch
Total Effort so
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Assumptions:
• This does not include the development of any custom reports or interfaces.
• Payment Gateway integration assumes the re-use of an existing AudienceView integration
(PayPal PayFlowPro or ProtoBase).
• The City is responsible for procuring its own payment gateway service provider as
recommended by AudienceView (PayPal PayFlowPro or ProtoBase).
• The above estimate assumes the City will use BOCA printers (FGL2 or higher)
• The City is responsible for procuring its own Merchant ID(s) and SSl certificate, and will do
so prior to the completion of Phase 5 -Configuration.
• Additional custom work or integrations will be assessed during the Requirements Analysis
phase and effort will be charged at the daily rate of $1,000 USD per 8 hour day
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4 TRAVEL EXPENSES
Travel related expenses such as flights and lodging will be booked and paid for directly by
the Wheeler Opera House, in cooperation with AudienceView with an expectation that such
travel arrangements are booked at least 2 weeks in advance. The City agrees to reimburse
AudienceView $50 per diem per day for each employee on-site in Aspen for training,
configuration support, Go-Live support, or for additional trips agreed to by both parties.
Assumptions:
• One AudienceView resource is on-site for an Analysis and Training Workshop
• One AudienceView resource is on-site for further training
• One AudienceView resource is on-site for Configuration Support
• One AudienceView resource is on-site for Go-Live support
• Additional trips to the City's site may result in additional billable expenses if agreed
to by both parties.
5 DEPLOYMENT SCHEDULE
The following outlines the high-level recommended milestones for the project phases:
..~ ~
City Council Signs/Ratifies Contract ~.
January 25, 2010
Project Kick-Off January 26, 2010
Remote Analysis, and Environment Set-up (End) TBD
Analysis Workshop/City Training (Start) TBD
On-site Configuration Support (Start) TBD
The City Completes UAT TBD
GO Live Target Date
By March 26, 2010
The City Transitions to Support TBD
City Sign-off on Project Acceptance TBD
Assumptions:
• The above schedule is dependent on the City signing the contract by the date above
or earlier. All dates will be confirmed with the City during project kick-off call, and
adjusted accordingly.
• The above schedule assumes the City will have procured and installed its hardware
two full business days prior to the Analysis Workshop.
• Assumes the City will order hardware on or before contract closure with
AudienceView.
• Assumes the City has secured a contract with its payment processor and a supported
AudienceView payment gateway at the time of Project Kick-Off.
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• This assumes that the City will make available all relevant project staff and
stakeholders during the project.
• The following dates are public holidays in Canada and AudienceView resources are
not available on these dates, nor are the AudienceView offices open: February 15,
April 10, May 18.
TRAINING
Training will be conducted during the on-site configuration support in Phase 4 and the final
on-site visit to take place after go-live.
• Initial training by AudienceView during the configuration workshop will allow the
City to determine how the system will be configured.
• Follow-up on-site training with end users, DB administrator, systems administrator,
and box office managers. Please see below for more details regarding how training
will be delivered.
Training Types:
There are two training methods and groups which apply in the AudienceView process. First,
AudienceView trains the Trainers who will in turn train staff to utilize the system. Secondly,
a System Administration training course is provided in order to allow the City's staff to
utilize the various reporting, administration and configuration features in the software.
Training 1-System Administrator
Once the City assigns a System Administrator(s), this hands-on training allows the System
Administrator(s) to work alongside AudienceView deployment staff. This training will give
the City the fundamental user configuration knowledge for the entire AudienceView
system, including: creating and setting the venue, definition of taxes, service charges,
payment methods and delivery methods; creation of ticket templates; pricing set-up;
creation of performances and packages; definition of user permissions. This training will
also cover customizing additional fields to suit individual business practices. The training is
recommended for those who will be responsible for maintaining AudienceView.
Training 1l -Ticket Seller - 'Train the Trainer"
Key members of the City's staff will be trained on the basics of creating orders in
AudienceView. This training reviews the following functions in the product: City and contact
creation, ticket order creation, payment processing, ticket printing, ticket exchanges and
returns, sale and redemption of gift certificates, donation processing, generation of
confirmations, and running End of Day reports. This hands-on training will take
approximately one day and is recommended for personnel who supervise and/or train the
front line users.
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6 GENERAL ASSUMPTIONS
For on-site work, the City will provide network connectivity and high-
• . speed Internet access for all AudienceView project team personnel as
mutually agreed to. For off-site work, the City will provide
AudienceView with appropriate remote access.
• • The City will provide the necessary resources in a timely manner to
ensure deliverables are met. These should include:
Technical/IT staff and management
Accounting/Finance staff
Management/Executive decision makers
The delivery of the scope contained herein is directly dependant on the
ability of the City to provide the above-noted project resources and the
ability of those resources to become productive within a reasonable
period of time.
Sign-off periods as defined within the project plan are required in a
timely manner. Delays in obtaining sign-off will cause similar delays in
he overall delivery schedule, and may result in a Change Request.
• •. ~ . AudienceView has great respect for the work performed by its
employees and the need to balance personal and work lives. To the
extent that it will not affect the success of your engagement, we expect
that an informal, mutual understanding will be reached with you
regarding the amount of work that can be performed onsite versus in
our offices as well as an effort to minimize work and travel on
weekends.
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7 CHANGE CONTROL PROCEDURE
This Change Request process will be used to manage the addition and/or removal of the
business and functional requirements that impact the effort to complete the scope of the
project as defined in this document.
All change requests that arise during any phase of the project must be submitted by the City's
Project Manager to the AudienceView Project Manager who is responsible for the scope of the
AudienceView project effort. AudienceView will not act on any requested change not
submitted to the AudienceView Project Manager by the City's Project Manager.
Additional business and functional enhancements and/or development work not explicitly
detailed in this document arising during the project will be deemed out of scope for the project.
All changes will be documented within a Change Request Form and sized with regards to effort
and associated cost. The Change Request will then be submitted to the City for sign-off within
the timeframe agreed to by both the AudienceView and the City's Project Managers.
City
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