MASTER SERVICES AGREEMENTEXTREME Tl ��
Master Services Agreement
BETWEEN: ExtremeTix, Inc. -and- City of Clearwater
November 14, 2012
This agreement confirms the terms of the arrangement between City of Clearwater, whose principle office and place of
business is 112 S. Osceola Ave., Clearwater, FL 33756 ("ClienY') for a series of events (hereinafter referred to as the
"Events") and ExtremeTix, Inc. 7600 W. Tidwell, Ste 806, Houston, TX 77040 ("ExtremeTix") (each referred 1:�o herein
individually as "Party", or collectively as the "Parties").
WHEREAS Client wishes to use the services of ExtremeTix, specifically its ticketing system and supporting serviices and
features as defined below for the sale of tickets and redemption of those tickets.
1) TERM:
The term of this agreement shall be three (3) years, commence on the date the agreement is executed by all Parties
hereto ("Effective Date") (together with any extensions, as described hereinafter, the "Term"). The agreement may be
extended for an additional three (3) year period by written agreement between the parties. Either Party may terminate the
agreement by written notice if the other Party breaches any terms and conditions provided for herein. The breaching Party
will have a fifteen (15) day period after receiving notice to cure the breach prior to any termination by the non-br•eaching
party. Either Party may terminate this agreement without cause by providing thirty (30) days written notice of such
termination.
2) EXTREMETIX HEREBY AGREES:
a) To provide a ticketing solution as specified on an Event Detail Agreement (the "EDA", attached hereto and
incorporated herein as Exhibit "A"), but generally comprising all or some of: Advance Internet Ticket Salles, Box
Office Sales, Telephone Sales, Bulk Ticket Printing, Support Services, and/or Ticket Validation (access control)
components.
b) To collect, process and deposit all proceeds from the sale of tickets into a secure trust account. Funds willl remain
in this account until such time that a settlement is performed and funds are dispersed to Client net of fees owed to
ExtremeTix.
c) To provide training support for Client's personnel in the use of ticket sales and scanning equipment via te�lephone
or onsite by special provision.
d) To provide extended hours telephone (Help Desk) support for Client and its consumers to ensure system
performance and problem resolution.
e) To provide access to online reporting of ticket sales and demographic data.
f) ExtremeTix will make a payment of $7,500.00 at contract signing in year one (1) to the appointed recipieint — The
City of Clearwater — Special Events. ExtremeTix will then make an annual Sponsorship payment of $:�i,000 at
contract anniversary dates each year the contract is in effect. These funds may be used at the sole discretion of
the recipient to market events or promote the facilities in order to benefit the City of Clearwater E�vents &
Festivals.
3) CLIENT HEREBY AGREES:
a) To provide a signed EDA for each new event before tickets are to go on sale.
b) To promptly place the purchase link on the event website.
c) To prominently promote the sale of advance tickets online as the preferred method of purchase.
d) To prominently display the advantages of advance purchases by clearly stating the benefits on the event website
such as "Buy now and SAVE", "Avoid the Lines", "No Fees", etc. as applicable.
e) To prominently display the availability of online tickets on the main page and all ticketing pages of th�e event
website. Online ticketing will be shown as the preferred method of ticketing for the event and other iricketing
methods will be shown with less emphasis and lower on the web page.
City of Clearwater
November 14, 2012
f) That no other online ticketing options will be offered and that ExtremeTix will be the exclusive provider c�f online
ticketing for City of Clearwater owned shows (As of 2013 - Sea-Blues, Fun n Sun, Hispanic Heritage, & various
athletic events). City of Clearwater Co-sponsored events and outside promoters will be encouraged' to use
ExtremeTix, but cannot be guaranteed.
g) To price all tickets equal to or lower than ticket prices available to the general public for the same ticN;et types
through any and all other channels, outlets or procurement methods.
h) To promote the availability of online tickets in all appropriate advertising and media.
i) To grant permission for ExtremeTix to use the participation in ticketing the event in advertisemEnts and
promotional materials, subject to City review and approval of the incorporation of any reference to the C,ity logo,
the City, or City events in such marketing materials
j) To keep the ExtremeTix purchase link active on the event website until at least two (2) hours before the erid of the
event.
4) ADMINISTRATION:
a) ExtremeTix shall provide your Internet Sales Purchase Link within five (5) business days after receipt c�f 1) this
executed agreement, 2) an executed EDA, 3) approval of graphics and 4) reserved seat venue m��,p when
applicable.
b) Ticket graphics are to be provided by Client. New or updated graphics provided to ExtremeTix in the: correct
format will be uploaded free of charge. If graphic design services are requested by client, each design or revision
will incur a fee of fifty dollars ($50) per requested graphic design or design revision.
c) Any changes to ticket pricing, promotion codes, allotments, event times or other pertinent event information to be
affected by ExtremeTix personnel must be submitted in writing (or confirmed email) twenty-four (24) hours in
advance.
d) Client may elect to perform certain administrative duties available through ExtremeTix Self Administration feature.
ExtremeTix assumes no responsibility for losses or damages resulting from errors or omissions made t�y Client
using Self Administration.
e) Client is solely responsible for the accuracy of all information presented for sale on the ExtremeTix Systern and is
the actual entity that publishes the link to the public. Any changes to ticket pricing, promotion codes, allc�tments,
event times or other pertinent event information should be reviewed by Client prior to posting.
f) Client will provide a sufficient number of qualified personnel to set up and operate the scanning equipmen�t during
the event. Set up and testing of equipment must be performed prior to the gates opening, preferably the day
before and in no event less than two (2) to three (3) hours before each event. ExtremeTix staff will as:�ist with
written instructions and telephone support. Sufficient local ExtremeTix staff will be available as requ�;sted to
perform system checks.
g) Client will make available for each event, appropriate numbers of competent gate staff and will tr�ain staff
members in the use and handling of all ExtremeTix provided equipment prior to gate open time. Clie.nt must
provide detailed training in problem resolution related to all aspects of admission control to all gate staff.
h) When a ticketing solution requires networked points of sales or points of entry, ExtremeTix will pro���ide the
scanners, laptops and networking equipment necessary for communications. Client will be responsible for setting
up and maintaining a networking infrastructure consistent with ExtremeTix specifications which shall be �arovided
to Client prior to the start of the event.
i) Client will provide power and shelter from the elements for selling and/or redemption equipment and assi.imes all
responsibility for the proper use, care and storage of all equipment provided by ExtremeTix and will com�pensate
ExtremeTix at full replacement or repair for any loss or damages.
5) ONSITE SALES TERMINALS (QuikTixr""�:
a) If the ExtremeTix Box Office system (QuikTixT"') is utilized, Client acknowledges that a constant, high-speed
internet connection is required to process ticket orders. It is the responsibility of Client to set up and maintain the
dedicated internet connection along with electric power throughout the event.
City of Clearvvater
November 14, 2012
An internet connection providing at least 128kbps bandwidth per station is required (a secondary internet
connection is strongly recommended) to operate QuikTixTM. At this time satellite or cell connections are not
acceptable due to latency issues.
b) ExtremeTix will not be held accountable for any costs incurred or lost revenues resulting from poor or los�l internet
connection, poor or lost power connection or supply.
c) Client agrees to have a qualified technical resource test and complete the Intemet Connection Ve��rification
worksheet and return to ExtremeTix at least 2 weeks before the event.
d) If the QuikTixT"' system is utilized, it is the responsibility of Client to assure that all set up, wiring, connections and
workspace facilities adhere to applicable regulatory codes.
e) If the QuikTixT"" system is used for box office purchases, fees will be assessed according to the Ex�tremeTix
Processing Fee Schedule Addendum (attached hereto and incorporated herein as Exhibit "B").
6) REDEMPTION EQUIPMENT CONFIGURATIONS (Scanning Equipment):
a) ExtremeTix will provide scanners to authenticate tickets. The number and type of scanners will depend eritirely on
guidelines provided by ExtremeTix that have been established for similar event types and size (volume c;�f tickets
sold) by ExtremeTix.
b) When fewer than five hundred (500) tickets are sold through ExtremeTix three (3) business days pri<;�r to the
event, ExtremeTix reserves the right to substitute a manual process for authentication of tickets using ��n Event
Attendance List.
c) Equipment over and above recommended configuration can be supplied to Client at a rental fee of one N�undred
dollars ($100) per piece of equipment, per week. A minimum of one (1) week notice is required for confil�guration
and shipping of additional equipment.
d) Client will be responsible for the shipping cost of equipment to and from each event.
e) All equipment will be returned to ExtremeTix within five (5) business days of the close of the event or season
unless other arrangements are made in writing. Failure to return the equipment within five (5) days will result in
additional charges of one hundred dollars ($100) per piece of equipment, per week.
7) PRICING AND FEES:
a) Fees will be assessed
agreement. ExtremeTix
terms and conditions.
based on the ExtremeTix Processing Fee Schedule Addendum included r�rith this
reserves the right to deny or terminate any EDA that does not maintain agre�;d upon
b) Telephone sales will be offered to all ExtremeTix events. An additional per ticket "personal assistance" fen will be
charged to the purchaser for this service as shown on the ExtremeTix Processing Fee Schedule Addendurn.
c) Taxes
(1) Client shall be responsible for calculating any and all Taxes, for preparing and timely filing any anci all tax
returns or reports to be filed, and for timely remitting Taxes to the appropriate taxing authority. In the event
that ExtremeTix is required to pay Taxes on behalf of Client, Client shall promptly reimburse ExtrerrieTix for
any and all such Taxes paid by ExtremeTix, including penalties and interest assessed (other than I�'rincipal
Taxes, penalties and interest that ExtremeTix pays directly).
(2) To the extent and limits as provided for in Florida Statute 768.28, Client shall also promptly reimburse
ExtremeTix for any and all expenses (including reasonable attorneys' fees) or damages that result from
Client's negligence in properly calculating and timely remitting Taxes assessed on all amounts rect:ived by
Client under this Agreement, to timely file all related returns or reports, or to timely reimburse ExtrerrieTix for
any such Taxes, interest and penalties as provided above.
(3) Client shall provide ExtremeTix with taxpayer identification upon request.
City of Clearwater
November 14, 2012
d) Credit card processing fees of 2.99% incurred through the sale of Online and PhoneTixT"' tickets will be the
responsibility of Client. All Credit card processing fees of 2.99% associated with QuikTixT"" transactions: are the
responsibility of Client.
e) Onsite support personnel will be furnished as needed and agreed upon by client and ExtremeTix for each event.
f) ExtremeTix has a no refund/exchange policy but will issue refunds in consultation with Client. The per ticket fee
specified in the EDA will be withheld to offset processing and handling costs. The refund processing fee�s will be
identified as a separate line item on the statement accompanying payment. Additional merchant card processor
fees will be netted from Client settlement, retainage payment or billed to the client.
g) Should Client elect to engage a targeted discounting or couponing provider such as GrouponTM or Living �SocialT"^
in order to sell tickets, ExtremeTix will be compensated its normal fee, as defined in the EDA, for each ticN;et sold.
8) PAYMENTS:
a) Settlements and payments will be processed after the end of the event. All processing occurs the Mon�iay after
the scheduled settlement date excluding holidays and payment will be sent within five (5) days after proce;ssing. If
for any reason the amount of cancellations prior to the event exceeds the retained amount (in section b b�low), or
if the event is cancelled, postponed or delayed for more than fourteen (14) days, Client agrees to wire transfer to
ExtremeTix the combined amount of all advance payments within one (1) business day. If the �E:vent is
rescheduled, the settlement date will be the Monday after the successfully completed event.
b) ExtremeTix will retain 5% of the total amount owed to the Client for a period of thirty days to cover any costs
related to charge-backs, refunds and equipment loss or damage. The amount retained will be forwarde�ci, net of
these charges, thirty days after last event settlement date.
c) In the unlikely event that the balance withheld is insu�cient to cover charge-backs and or other expense�, Client
agrees to pay ExtremeTix the difference between the total owing and the retained amount within thirty (;30) days
of notification.
d) Client acknowledges that charge-backs may occur as much as nine (9) months to a year after the original date
the event is advertised to take place, therefore while unlikely, expenses may be incurred and billed to Client after
final settlement and retainage payments have been received.
e) ExtremeTix works aggressively to reverse all credit card chargeback on behalf of the client at no ch��rge for
chargeback management. Client is responsible for all associated merchant card fees and lost ticket nE�venues
resulting from charge-backs.
f) Charge-backs and related merchant card processor fees will be netted from Client settlements and payn�ents on
receipt by ExtremeTix. On successful reversal the charge-back amount less merchant card processor fees will be
credited to Client settlement or retainage amount owing, or paid to Client within seven (7) business d,:�ys. If a
charge-back is lost, and all efforts to overturn have been unsuccessful then any additional merch��nt card
processor fees will be netted from Client settlements or retainage payments, or billed to Client.
g) Full documentation regarding charge-backs will be provided to Client within seven (7) business days upori written
request.
h) The Client hereby agrees that the ExtremeTix payment detail report indicating the number and type of ticN;ets sold
to any event shall be the definitive count for that event.
9) INDEMNIFICATION:
a) Each party shall indemnify, defend and hold harmless the other party from all liabilities, or judgments realated to
any claim that the use of the indemnifying party's trademarks, copyrights, patents, or other proprietary rpghts by
the other party infringes any third party patent, copyright, trademark or other proprietary right, Client's m.aximum
liability shall at all times be as set forth in Florida Statute 768.28, as may be amended from time to time .
b) If ClienYs event(s) include contests, drawings, or games of chance where ticket purchases are used fc;�r entry,
Client is responsible for ensuring that local, state and federal laws are not violated. Client agrees to inclemnify,
defend and hold harmless ExtremeTix from all liability from any such contests, drawings or games of chanr.e.
c) Notwithstanding anything contained herein to the contrary, indemnification by Client as provided for in this
Agreement shall not be construed as a waiver of any immunity to which City is entitled or the exten•t of any
City of Clearwater
November 14, 2012
limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to �nor shall
be interpreted as limiting or in any way affecting any defense City may have under § 768.28, Florida St�atutes or
as consent to be sued by third parties.
10) DISCLAIMER OF WARRANTIES 8� LIMITATION OF LIABILITY:
EXTREMETIX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUEN'TIAL OR
PUNITIVE DAMAGES, SUFFERED BY THE CLIENT.
11) FORCE MAJEURE:
Each of the parties shall be excused from the performance of any obligation, other than the payment o'f money,
hereunder to the extent that such obligation is hindered or prevented by any strike, boycott, lockout or other
dispute, act of God, any riot civil disturbance or any act of war, terrorism, any fire or theft, any present ar future
governmental law, ordinance, rule or regulation, or any other cause beyond the parties' control.
12) DISPUTE RESOLUTION, VENUE AND CHOICE OF LAW:
This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida without
regard to any choice of law principles. The Parties acknowledge that this Agreement has been negotiiated in
Pinellas County, Florida, and that performance at least in significant part will occur in Pinellas County, F�lorida. If
one or more disputes arise with regard to the interpretation and/or performance of this Agreement or a�ny of its
provisions, the Parties agree to attempt to resolve same by telephone conference directly or through the Parties'
representatives. If the Parties cannot resolve their dispute by telephone conference, then each a,�rees to
schedule a one-half day of inediation within thirty (30) days to resolve the dispute and to share the costs of same
equally. Each Party reserves all other rights and remedies as provided by law.
13) OTHER � MISCELLANEOUS:
a) The terms and pricing of this agreement expire if not signed and returned to ExtremeTix within thirty (30;i days of
the date of issue.
b) Each Event Detail Agreement, once signed by both parties, becomes a part of this Master Services Agreement.
c) Neither party may assign rights or obligations under this Agreement, without the prior written consent of the other
party.
d) This agreement represents entire agreement between the parties hereto with respect to the matters d�alt with
herein and supersedes all prior oral and written proposals and communications.
e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same instrument. This agreement shall be binding upon and
insured to the benefit of the parties hereto and their respective successors and assigns. No waiver or amc:ndment
of the terms of this agreement shall be effective unless in writing duly executed by the party to be bound.
f) This agreement is written in straightforward language and is intended to be interpreted as written using cummonly
accepted business practices. Each party had access to competent counsel and participated equally in the drafting
of the language in this agreement.
g) Each person executing this agreement represents that he or she has the authority to bind his or her re:apective
entity/com pany.
h) Notice under this contract shall be sent or received through the listed address, fax number(s) or electrcmic mail
address will meet any requirements for written notice under the Contract:
As to ExtremeTix: ExtremeTix, Inc.
7600 W Tidwell Ste 806
Houston, TX 77040
800-370-2364 (Corporate)
832-251-0888 (Houston)
City of Clearwater
As to Client:
City of Clearwater
706 N Missouri Ave
Clearwater, FL 33755
(727) 562-4839
November 14, 2012
i) This agreement shall be construed without regard to which party drafted it, and it shall be interpreted as if the
Parties participated equally in drafting the Agreement.
ExtremeTix, Inc.
By:
Ch rles H. Garrett
�� � .
a�r
�
Countersigned:
— �(,P�D�t�I�C�C��s
George N. Cretekos
Mayor
Approved as to form:
L
Laura Lipowski Mahony
Assistant City Attorney
Agreed 8� Accepted
CITY OF CLEARWATER, FLORIDA
. /}
Bv. � ,vv�. 17• ���
William B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
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ExHiBR A
EXTREME��t'
+o�n nar[r r9 �vaar�•
Even�
Event Name Hispa►ric Hentage Conoert 2012 Eve� Sta�t 10/14r1012 Eveat End 1N1�12012
Client Name CAy of ClearvraDer Legal Name City of Ckarv�ater Reps SD !
CFentAddress 708NMissour+Ave CRy Clearvvater State FL Zlp 39706
Contact Name Chrvstal lee-Rvak Email chrvstal.rvals�mvclearwater.00m Phone (r271 862-45 1 1
CC Fee Paid by Ct+em Merohant Acct ExVemeT'a Payment Type ACH Payment Frequeney _ alEer tlie and of U�� evant
EventType GA Graphics ExtremeTix Me+nbership No RequestedOn3akDate 00/081ZOt2
Venue Name Coachman Park Time Zone Eastem 2 Mobile Oeiivery No Upsdl Pro�npLs No
Venue Address 301 Orew 5t City Ciearwatar 5tate FL Zip 33756
Comps Hardstock
Notes �xedit card fees are induded in the fees
Extremetix. Inc.
�,,r Daar^e�. i,�gtt� Vemlt4 Ed�o�grt Tla�art Nuhler.
1 oi 3
Event Name: Hispanic Heritage Concert 2012
Client: City of Clearwater
Date Event Time Ticket Name
Ticket Description
Capacity
ClicknPrint
Online
Gate Online Conv Inc Venue
Price Price Fee Fee Net
Quiktix
Box Otfice
QT I Conv I Inc ( Venue
Price Fee Fee Net
GATES
October 14, 12PM Advance GA
2012 EVENT General Admission 15,000 20.00 15.00 2.00 15.00 0.00
1PM
GATES
October 14, 12PM DAY OF GA �5,000 20.00 20.00 320 20.00 0.00
2012 EVENT General Admission
1PM
GATES
October 14, 12PM VIP
2012 EVENT General Admission 400 75.00 75.00 7.40 75.00 0.00
1PM
Extremetix, Inc.
ExtremeTix, Inc.
Event Detall Agreement
�i Document Inlegrity Verified EchoSign Transaction Number,
2 of 3
Event Name: Hispanic Heritage Concert 2012
Client: City of Clearwater
Date � Event Time
Extremetix, Inc.
ClidcnPrint Quiktix
Online Box Oifice
Ticket Name Capacity Gate Online Conv Inc Venue QT Conv Inc Venue
Ticket Description Price Price Fee Fee Net Price Fee Fee Net
"Co�v Fee" means the fee is added on top of the ticket price and paid by the Purchaser. "Inc Fee" means the fee will be Included in the ticket price and subtracted from the net. 'Less Cred"rt Card Fees.
The terms and conditions of this Event Detail Agreement shali, when executed, be controlled by the terms and conditions, and shail be incorporated into,
the Master Service Agreement between Client and ExtremeTix, Inc.
Agreed & Accepted
For City of Clearwater
Signature: C1,.�ue� Q4�s
Chrys[,� Ryals (Srp 5. �012)
Name: Chrystai Ryals
Date: Sep 5, 2012
For E�ctremeTix, Inc.
Signature: �i��'
C ert (Se0 5. 2012)
Name: Chgarrett
Date: Sep 5, 2012
EutremeTix, Inc.
Event Detail Agreement
�' Document Integrily Verified EchoSign Trensaction Number;
3 of 3
City of Clearwater
Exhibit B
November 14, 2012
�
$0.00 - $10.00 $1.00
$10.01 - $19.99 $1.50
$20.00 - $29.99 $2.50
$30.00 - $39.99 $3.00
$40.00 - $69.99 $4.00
$70.00+ $5.00