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Home My WebLink About26-0114 TicketSearch North America T7 TicketSearch Ticketing built your wayTS TicketSearch North America LLC—Enterprise Client Renewal Amendment This Renewal Amendment("Renewal")is made onX ��5�!/ (the"Effective Date")by and between: TicketSearch North America LLC("Licensor"),and City of Elgin("Client")(hereafter known as "Party/Parties)". Recitals: Licensor and Client agree as follows: 1. The Parties entered into a License Subscription Agreement on 03/03/2021(Initial Agreement/Initial Term)which is integral to this Renewal. 2. The Term of this Agreement expired on 03/31/2025,and shall hereby be renewed for another three years,until 03/31/2028.This Agreement may be renewed for a successive three(3)year renewal term,subject to further mutual written agreement by the parties hereto.The parties may elect to renew this Agreement in its current form or in a modified form on such terms as they shall find mutually agreeable. 3. Renewal Schedule A and Renewal Schedule B,attached hereto,shall replace Attachment A to the initial Agreement. 4. The Licensor shall be the exclusive ticket services provider to the Client. Entire Agreement: The Initial Agreement,this Renewal with attachments,constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. Execution: This Renewal shall be executed in duplicate,with each party retaining an original copy. It is the responsibility of both parties to inform stakeholders within their organizations of the terms of the agreement. By signing below,both parties acknowledge this Renewal and modified terms and commit to a collaborative and mutually beneficial renewal process. 1 CLIENT Initials TicketSearch Initials TicketSearch. Ticketing built your way. IN WITNESS WHEREOF,the undersigned have caused this Renewal to be duly executed as of the Effective Date. TicketSearch North America LLC City of Elgin I have the authority to bind the Licensor I ave the authority to bind the Clie Michael Smith Print Name:Richard G. Kozal 4100 Corporate Square Suite 160 Title:City Manager Naples, FL 34104 Tel. Tel. 1-888-483-8762 E. kozal_r@c' yofelgin.org E.michael@ticketsearchna.com Attes drClerk 2 CLIENT Initials TicketSearch Initials TTicketSearch Ticketing built your wayTS RENEWAL SCHEDULE A Notices Licensor: TicketSearch North America LLC Address: 4100 Corporate Square,Suite 160 Naples, FL 34104 Email: info@ticketsearchna.com Client: City of Elgin, Illinois Street: 150 Dexter Court City,State,Zip: Elgin, IL 60120 Telephone: 847-931-5900 Email: hemmensboxoffice@cityofelgin.org Accounts Payable Contact: Name:Amanda Rodebeck Montressor Email: amanda.montressor@elginil.gov Phone#: 847-931-5900 Email to send invoices(if different from above): Email: Main System Operator: Name: Amanda Rodebeck Montressor Additional System Operator: Name: Email: Phone#: Client shall provide updates to Licensor as needed. 3 CLE'NT Initials Tic ketSearch Initials TicketSearch Ticketing built your wayTS RENEWAL SCHEDULE B 1. Ticket Processing Fee The Ticket Processing Fee shall be: Year 1 $0.70/ticket Year 2 $0.70/ticket Year 3 $0.75/ticket Client shall pay to Licensor the Ticket Processing Fee,which will be calculated based on the Net tickets and vouchers processed by Client using any part of TicketSearch. "Net tickets"is defined as the total number of tickets processed monthly less refunds,exchanges and Complimentary Tickets,and excluding donations. The Licensor has extended discounted pricing as an inducement for the Client to enter into a three-year agreement. 2. Annual Minimum Tickets Processed Client agrees to process the following minimum numbers of tickets each year as determined by TicketSearch North America: Year 1 waived Year 2 waived Year 3 waived Should the annual sum total of Client's tickets processed not amount to the above minimum totals(the "Minimum Tickets"), Client shall pay Licensor a "Minimum Tickets Fee"which shall be calculated as the difference between the Minimum Tickets as defined above and the annual sum total of Tickets processed by Client which amount is then multiplied by the Ticket Processing Fee. If a Minimum Tickets Fee is owed,then Licensor will send Client an annual invoice,and Client shall pay such invoice within 30 calendar days after receipt. For purposes of clarification,if a Minimum Tickets Fee is owed, it will be owed in addition to any Ticket Processing Fees owed and/or paid in connection with Section 1 of this Schedule B above. 3. Donations Module The Donation Module will be free to use. 4. Memberships Module Memberships and Membership Renewals are invoiced at the same rate as the ticket processing fee. 5. Merchandise&Concessions Merchandise&Add-Ons(Merch,Concessions, Parking)are invoiced at 5%of the item value 4 CLIENT Initials�___._TicketSearch Initials ___ RTicketSearch Ticketing built your wayTS 6. Complimentary Tickets The Client shall not be charged for Complimentary Tickets provided A)Complimentary Tickets do not exceed 10%of billable monthly ticket volumes,and B)the"Complimentary Ticket" is enabled in the Ticket Type Settings within TicketSearch and have been issued at$0 price.The Client will be billed the per ticket fee in Schedule B.1 for Complimentary Tickets that exceed the 10%threshold or have been issued above a$0 price or have not been marked as"Complimentary" in the Ticket Type Settings. 7. SMS Ticket Delivery Fee Client agrees to pay$0.30 per SMS sent.(Client can turn off SMS Ticket Delivery in the Settings) 8. Setup and Training Fees Additional Support Training(beyond 6 hours) $45/hour Customer Data Import/Export(excl transaction data) $500 Customer Transaction Data Import/Export(3 years history) $500 Additional Seat Maps $500 Managed Services(Event,Subscription,Membership,etc.creation) $50/hour Integration Assistance Fees $200 9. Third-Party Platforms License fees for Third-Party platforms such as Artifax,Salesforce UTM, Refundable Booking Insurance, Mailchimp,Zoom,or Payment Gateways are not included in this agreement. When the Client enables,Google Address Verification,the Licensor will invoice the Client at a cost of$0.05 per address. Google Address Verification costs will be invoiced annually. 10. Service and Support Client shall be solely responsible for all service, maintenance and support-related costs for computers, printers,Client Internet connection(s),and any other Client-owned hardware and software utilized to access and use TicketSearch. Licensor will provide Client with telephone support specifically related to TicketSearch malfunctions.After the completion of the Setup&Training services set forth in this Schedule B,Client shall maintain its own qualified personnel(or contract with a third-party service provider)who are trained in the day-to-day operation of TicketSearch for the purpose of operating TicketSearch,providing on-going staff training,answering staff"how-to"questions,and addressing any other TicketSearch usage-related issues. Licensor will continue to provide help desk services(ZenDesk)to said personnel at no cost to the Client throughout the term of the Agreement. 11. Other Costs Except as provided in this Agreement,all other costs and expenses to be paid by Client under this Agreement shall be due and payable upon issue of an invoice by TicketSearch North America.The cost of hiring additional equipment from Licensor such as ticket printers or scanners will be negotiated with Client on a case-by-case basis. 12. Sales Taxes Please note:All prices quoted are exclusive of any taxes or other governmental fees or charges, including, but not limited to sales and use taxes. 5 CLIENT Initials TicketSearch Initials r