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HomeMy WebLinkAboutIPS GROUP, INC. 1-20131%ARANCE ON FILE ?,URK MAY PROCEED iL INSURANCE EXPIRES N-2013-013 C2? /°_/9^/3 cps O . CLERK OF COUNCIL IPS GROUP, INC. Terri Et??ATE:-?j?3 PARKING METER FIELD TRIAL AGREEMENT THIS AGREEMENT made 201 3 , by and between the City of Santa Ana, a charter city and municipal corporat' n, whose principal place of business and mailing address is 20 Civic Center Plaza, Santa Ana, CA 92702 (hereinafter called the "CITY") and IPS GROUP, INC., a Pennsylvania corporation, whose principal place of business and mailing address is 5601 Oberlin Drive, San Diego, CA 92121 (hereinafter called the "IPS" or "CONTRACTOR"). Recitals: A. Each party named in this Agreement agrees to execute the Agreement and to diligently undertake the acts necessary to consummate the transaction contemplated by this Agreement. Each party shall use its best efforts to consummate the transaction contemplated by this Agreement. B. The CITY desires to contract with the CONTRACTOR to perform a parking meter field test within the CITY using the patented IPS credit card enabled single space parking meter (SSPM) and IPS vehicle detection sensors. C. The CONTRACTOR will install fifty (50) SSPM ("Meters") within CITY with no charge for installation and equipment to the CITY for a trial operational period of ninety (90) days; and CONTRACTOR will install Ten (10) vehicle detection sensors ("Sensors") within CITY with no charge for installation and equipment to the CITY for a trial operational period of ninety (90) days. D. The CITY shall pay the CONTRACTOR a total amount not to exceed a one-time credit card processor set-up fee of $125; Thirteen Cents ($0.13) per credit card transaction; Three Dollars and Seventy-Five Cents ($3.75) per meter per month for the secure Wireless Gateway Data rate; and Two Dollars ($2.00) per meter per month for the web-based management system fee; and Three Dollars and Fifty Cents ($3.50) per sensor per month for the wireless data. Field trials that extend beyond the initial period outlined above shall then be charged an additional meter hardware rental fee of $15 per meter per month (30 days), sensor hardware rental fee of $10 per sensor per month (30 days), and will be prorated in the event of a partial month of use. WITNESSETH: The City and IPS, in consideration of the mutual convenants hereinafter set forth, agree to the following: Contract Price. The CITY shall pay the CONTRACTOR a total price not to exceed a one-time credit card processor set-up fee of $125; Thirteen Cents ($0.13) per credit card transaction; Three Dollars and Seventy-Five Cents ($3.75) per meter per month for the secure wireless Gateway Data Rate; and Two Dollars ($2.00) per meter per month for the web-based management system fee; and Three Dollars and Fifty Cents ($3.50) per sensor per month for the wireless data. Total Contract amount shall not exceed Thirty Five Hundred ($3,500) Dollars. 2. Payments. Payment shall be made to IPS as follows: a) CONTRACTOR will invoice the CITY at the end of each month after the trial period for all costs outlined in the contract price in paragraph 2 above; b) The contract price in paragraph 2 excludes any taxes that may be applicable to the CITY. Any applicable taxes will be added to the fees per paragraph 2 and will be paid by the CITY; c) The contract price in paragraph 2 excludes any additional costs associated with applicable permits that may be applicable and required by the CITY. Any applicable costs associated with permits will be added to the fees per paragraph 2 and will be paid or waived by the CITY. 3. IPS's Duties. IPS shall be responsible for providing the following: a) Fifty (50) single space parking meters ("meters"); Meter Management System (MMS), and PCI-DSS Level 1 Certified Payment Gateway Services; b) Ten (10) vehicle detection sensors ("sensors"); c) Configure the meters and sensors as directed by the CITY with regards to rates, hours of operation and credit card acceptance; d) Lead, with supervision of the CITY, the installation of the meters, sensors, and associated meter and management system training; e) Provide full technical support throughout the duration of the field trial via phone support, but will come on-site if required; f) Pay for shipping to/from the CONTRACTOR's facility for any repair services that cannot be successfully completed by the CITY; g) Meet with the CITY on a regular basis (via conference call) to review the field trial and performance of the units; h) Measure the performance of the meters to determine the usage of credit cards and the corresponding benefit to the CITY. 4. CITY'S Duties. The CITY shall be responsible for providing the following: a) Provide all required information regarding credit card processing and meter configuration to IPS in order to install the meters; The CITY will not require any third party gateway, however, the CITY will be required to pay for all services associated with the merchant account, including account management fees, interchange and processing fees; b) Supervise and be present with the CONTRACTOR during the installation and removal of the meters and sensors; c) Remit payment to IPS as outlined in the contract price in paragraph 2 on a Net 30 basis; d) Perform first line meter maintenance, including clearing of coin jams, card reader jams, and the like; e) Actively communicate any issues to IPS, in order for IPS to respond appropriately to reach a resolution; f) Provide current meter operating data to IPS in order to make a proper comparison between current operations and the trial meters. Data should include, but is not limited to, revenue data, paid occupancy data, meter uptime; g) Allow IPS to use the trial data and analysis in a case study, as a customer testimonial or use the CITY as a reference, subject to approval by the CITY; h) Allow IPS to conduct a public survey with regards to public preferences for new technology, to be paid entirely by IPS and approved by the CITY prior to commencement of survey. 5. Term. The term of this Agreement shall commence on the date that IPS shall install and make operational all trial meters and shall terminate ninety (90) days thereafter, unless mutually agreed to extend the trial in writing by both parties. The term of this Agreement shall expire on or before December 31, 2013. IPS shall provide written notice to the CITY indicating that all trial meters have been installed, and the date of such written notice shall constitute the commencement of the field trial terms. Either party may terminate field trial by giving the other thirty (30) business day's written notice. 6. Notice. All notices, requests, demands, if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: As to the CITY: Nancy T. Edwards, Interim Executive Director City of Santa Ana 20 Civic Center Plaza (M-25) Santa Ana, CA 92701 As to IPS: Chad P. Randall, COO IPS Group, Inc. 5601 Oberlin Drive San Diego, CA 92121 7. Assignment. IPS shall not, without prior written consent of the CITY, assign any portion of its interest under this Agreement and, specifically, IPS shall not assign any monies due or to become due without the prior written consent of the CITY. 8. Ownership/Use. All equipment provided shall remain the property of IPS unless the CITY enters into a separate agreement with IPS for the purchase of said equipment. All equipment provided shall be used for the purpose of this agreement and evaluation only and the CITY shall not license, sell, dispose, or transfer the equipment to any other 3rd party without the written consent of IPS. 9. Authorization. Each party warrants to the other party that the individuals executing this Agreement are authorized to do so. 10. Force Majeure. If any party is prevented from performing its obligation stated in this Agreement by any event not within the reasonable control of that party, including, but not limited to, an act of God, public enemy, or war, fire, an act or failure to act of a government entity (except on the part of the CITY), unavailability of materials, or actions by or against labor unions, it shall not be in default in the performance of its obligations stated in this Agreement. PROVIDED, HOWEVER, any party delayed by such an event shall request an extension of time to perform its obligations stated in this Agreement by notifying the party to which it is obligated within ten days following the event. If the notified party agrees that the event was the cause of the delay, the time to perform the obligations stated in this Agreement shall be extended by the number of days of delay caused by the event. If the required notice is not given by the delayed party, no time extension shall be granted. 11. Confidentiality/Intellectual Property. IPS understands the nature of public information the requirement for the CITY to adhere to all rules and laws that apply to pubic information, such as Freedom of Information Act, Public Information Requests, and the like; However, the CITY also understands that the equipment provided by IPS contains intellectual property, copyrights and trade secrets that do not exist in the public domain. Therefore, the CITY agrees that it will not knowingly agree, assist, or sell any equipment of allow any third party to gain access to equipment, software, documentation provided by IPS for the purposes of reverse engineering or evaluation without the written consent of IPS. 12. Severability. If any provision in this Agreement subsequently is determined to be invalid, illegal, or unenforceable, that determination shall not affect the validity, legality, or enforceability of the remaining provisions stated in this Agreement unless that effect is made impossible by the absence of the omitted provision. 13. Binding Document. The CITY and IPS each binds itself, its partners, successors, assigns and legal representatives to the other party hereto in respect to all covenants, conditions, and obligations contained in the Agreement. 14. Venue. This Agreement shall be governed by the laws of the State of California as now and hereafter in force. The venue for actions arising out of this Agreement shall be in San Diego, CA. 15. Entire Agreement; Modification. This Agreement between the parties consists only of the express written terms and conditions set forth in this Agreement. All understandings and agreements made between the parties are superseded by this Agreement, which alone fully and completely express the parties' understanding. There are no promises or agreements, oral or otherwise, inducing entry into this Agreement, except only as expressly in writing herein. The parties are relying only on the express terms, conditions and agreements set forth in this Agreement. The parties further agree that any promise or agreement, not expressly set forth in writing and signed by both parties, cannot be relied upon and will not be valid or enforceable. 16. Signature Required. This Agreement shall be considered null and void unless signed by both IPS and the CITY. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the day and year first above written. ATTEST: 11 r' z,';-' J -1) - MARIA D. HUILAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: , " Lir. Lisa . Storck Assistant City Attorney CITY OF SANTA ANA PAUL WALTERS City Manager IPS GROUP, INC. By: rba?) Cha . Randall Chief Operating Officer OP ID: JU ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE IYYYY) (MMIDD 10/09/1 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 858-259-5800 CONTACT NAME: Leavitt Ins Agency San Diego CA License #0872756 858-259-6069 HONE FAX P (AC No Ext : A/C No): 380 Stevens Ave., First Floor E-MAIL ADDRESS: Solana Beach, CA 92075 PRODUCER IPSGR-1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED IPS Group Inc. INSURER A: National Fire Ins of Hartford 20478 5601 Oberlin Drive, Suite 100 INSURERB:American Casualty Company 20427 San Diego, CA 92121 INSURER C: Continental Casualty Co 20443 INSURER D : Valley Forge Insurance Co 20508 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILiR R TYPE OF INSURANCE INSR ADDL B WVD POLICY NUMBER MM/DDfYYYY MM DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 4034371571 10/19/12 10119/13 PREMISES Ea occurrence $ 500,00 CLAIMS-MADE [XI OCCUR MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,00 GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: _ PRODUCTS -COMP/OP AGG $ 2,000,000 _ POLICY X PR? LOC 1 F Emp Ben. $ 1,000,000 AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000 000 B 40343715 10/19/12 10/19/13 (Ea accident) , , ANY AUTO 54 NO OWNED AUTOS BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULEDAUTOS PROPERTY DAMAGE X HIREDAUTOS (Per accident) $ X NON-OWNEDAUTOS $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 C 4034371568 10/19/12 10/19113 DEDUCTIBLE $ X RETENTION $ 10,000 $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER D ANY PROPRIETOR/PARTNER/EXECUTIVEY/N ? N/A 4022979152 CALIFORNIA 03/19112 03119/13 E.L. EACH ACCIDENT $ 1,000,000 D OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 4022979166 03/19112 03/19/13 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Tech E&O/Network/ 4034371571 10/19112 10/19113 Occurrent 5,000,000 Privacy/Media Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Engineering of Parking Meters. Certificate Holder is additional insured per form G144294C99 when required by written contract. Coverage is Primary per form G144294C99 when re uired b written contract Se aration of ins reds q y . u per policy form CG0001. 30 day cancellation notice per form G151 15A. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Santa Ana, its ACCORDANCE WITH THE POLICY PROVISIONS. officers, agents, volunteers, employees and representatives 20 Ci i C t Pl AUTHORIZED REPRESENTATIVE AS TO FC):r. v c en er aza ) k?PROVED Santa Ana, CA 92701 ©1988-2009 ACORD I?ORaTin? hts reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD LISA E. STORCK- Assistant CitN, """' ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAI. LIABILITY POLICY Insurance Company National Fire Insurance of Hartford This endorsement modifies such insurance as is afforded by the provisions of Policy ## 4034371571 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 10/19/2012 , this endorsement form as a part of Policy # 4034371571 Issued to IFS Group Inc Named Insured r Countersigned b 1-?.-- 7 Authorized Representative APPROVED AS TO F(- LISA E. STORCK Assistant Citv ?" POLICY NUMBER INSURED NAME AND ADDRESS C 4034371571 IPS GROUP, INC 5601 OBERLIN DRIVE SUITE 100 SAN DIEGO, CA 92121 POLICY CHANGES 015115A allMS - NOTICE OF CANCELLATION This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Form(s) has (have) been added: Form #: G151151A Title: CHANGES-NOTICE OF CANCELLATION OR MATERIAL COVERAGE CHANGE 30 DAY NOTICE FOR CANCELLATION 10 DAY NOTICE FOR NON-PAYMENT OF PREMIUM THE CITY OF SANTA ANA,ITS OFFICERS, AGENTS, VOLUNTEERS, EMPLOYEES, AND REPRESENTATIVES 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 C S! I ?i EM_ i V40W.04r. Chwnnm of ft Nr® G-56015-B (ED. 11/91) APPROVED AS TO FORM LISA E. STORCK Assistant City Attorney 31--3 CNA G-144294-C99 (Ed. 12/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. x N M 0 1. ADDITIONAL INSURED - BLANKET VENDORS WHO IS AN INSURED (Section 11) is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily Injury" or "property damage" arising out of .your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the oduct• h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 1. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 1. does not apply if "bodily injury" or "property damage" included within the "products-completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property g. Products which, after distribution or sale damage" or "personal injury and advertising by you, have been labeled or relabeled or injury," but only the following persons or used as a container, part or ingredient of organizations are additional insureds under any other thing or substance by or for the this endo and coverage provided to vendor; or APPROVED AS TO TM G-144294-C99 Page 1 of 6 (Ed. 12/06) LISA E. STORCK Assistant City Attorney G-144294-C99 (Ed. 12/06) such additional insureds is limited as provided (a) The existence, maintenance, herein: repair, construction, erection, or a. Additional Insured - "Your Work" removal of advertising signs, awnings, canopies, cellar That person or organization for whom you entrances, coal holes, driveways, do work is an additional insured solely for manholes, marquees, hoistaway liability due to your negligence specifically openings, sidewalk vaults, street resulting from "your work" for the banners, or decorations and additional insured which is the subject of similar exposures; or the written contract or written agreement. (b) The construction erection or No coverage applies to liability resulting , , removal of elevators; or from the sole negligence of the additional insured. (2) This insurance applies only with The insurance provided to the additional respect to operations performed by insured is limited as follows: you or on your behalf for which the state or political subdivision has (1) The Limits of Insurance applicable to issued a permit. the additional insured are those This insurance does not apply to "bodily specified in the written contract or injury," "property damage" or "personal written agreement or in the Declarations of this policy whichever and advertising injury" arising out of , is less These Limits of Insurance are operations performed for the state or . inclusive of, and not in addition to, municipality. the Limits of insurance shown in the c. Controlling Interest Declarations. Any persons or organizations with a (2) The coverage provided to the controlling Interest in you but only with additional Insured by this paragraph. respect to their liability arising out of 2.a., does not apply to "bodily injury" " " (1) Their financial control of you; or or property damage arising out of the "products-completed operations (2) Premises they own, maintain or hazard" unless: control while you lease or occupy (a) It Is required by the written these premises. contract or written agreement; This insurance does not apply to and structural alterations, new construction (b) "Bodily injury" or "property and demolition operations performed by damage" included within the or for such additional insured. "products-completed operations d. Managers or Lessors of Premises hazard" is not excluded either by the provisions of the Coverage A manager or lessor of premises but only Part or by endorsement. with respect to liability arising out of the ownership, maintenance or use of that (3) The insurance provided to the specific part of the premises leased to additional insured does not apply to you and subject to the following additional "bodily injury," "property damage," or exclusions: "personal and advertising injury" arising out of the rendering or failure This insurance does not apply to: to render any professional services. (1) Any "occurrence" which takes place b. State or Political Subdivisions after you cease to be a tenant in that premises; or A state or political subdivision subject to the following provisions: (2) Structural alterations, new construction or demolition operations (1) This insurance applies only with performed by or on behalf of such respect to the following hazards for additional insured. which the state or political subdivision has issued a permit in connection e. Mortgagee, Assignee or Receiver with premises you own, rent, or A mortgagee, assignee or receiver but control and to which this insurance only with respect to their liability as applies: G-144294-C99 Page 2 of 6 (Ed. 12/06) G-144294-C99 (Ed. 12/06) mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard." As respects the coverage provided under this endorsement, Paragraph 4.b. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced with the f. Owners/Other Interests - Land Is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability as co-owner of such premises. h. Lessor of Equipment Any person or organization from whom as you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage," or "personal and advertising injury" arising out of the sole negligence of such additional insured. G-144294-C99 (Ed. 12/06) owing: 4. Other Insurance b. Excess Insurance This insurance is excess over. Any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or agreement specifically requires that this insurance be either primary or primary and noncontributing. Where required by written contract or agreement, we will consider any other insurance maintained by the additional insured for injury or damage covered by this endorsement to be excess and noncontributing with this insurance. 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a. of Section 11- Who Is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. 4. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section 11- Who Is An Insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. Page 3 of 6 G-144294-C99 (Ed. 12/06) B. The last paragraph of Section II - Who Is An Insured is deleted and replaced by the following: Except as provided in 4. above, no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or 5. PARTNERSHIP OR JOINT VENTURES Paragraph 1.b, of Section II - Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 6. EMPLOYEES AS INSUREDS - HEALTH CARE SERVICES For other than a physician, paragraph 2.a.(1)(d) of Section 11- Who Is An Insured does not apply with respect to professional health care services provided in the course of employment by you. 7. PROPERTY DAMAGE - PATTERNS, MOLDS AND DIES Paragraphs (3) and (4) of Exclusion J. Damage to Property of SECTION I - EXCLUSIONS do not apply to patterns, molds or dies in the care, custody or control of the insured if the patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to PROPERTY DAMAGE - PATTERNS, MOLDS AND DIES and is included within the General Aggregate Limit as described in SECTION III - LIMITS OF INSURANCE. The insurance afforded by this provision 7. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 8. BODILY INJURY Section V - Definitions, the definition of "bodily injury" is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 9. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V - Definitions, the definition of "personal and advertising injury": G-144294-C99 (Ed. 12/06) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or Indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I - Coverage B - Personal and Advertising Injury Liability is amended to include the following: p. Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. q. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE does not apply to policies issued in the states of New York or Ohio. D. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply If Section I - Coverage B - Personal And Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement. 10. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III - Limits of Insurance is deleted and replaced by the following: 7. Subject to 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under Section - I - Coverage C Page 4 of 6 G-144294-C99 (Ed. 12/06) for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. This provision 10. (Medical Payments) does not apply if Section I - Coverage C Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. C. Paragraph 1.a.(3)(2) of Section I - Coverage C - Medical Payments, is replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident; and 11. SUPPLEMENTARY PAYMENTS A. Under Section I - Supplementary Payments - Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 12. PROPERTY DAMAGE -ELEVATORS With respect to Exclusions of Section I - Coverage A, paragraphs (3), (4) and (6) of Exclusion J. and Exclusion k. do not apply to the use of elevators. The insurance afforded by this provision 12. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 13. LEGAL LIABILITY - DAMAGE TO PREMISES A. Under Section 1 - Coverage A - Bodily Injury and Property Damage 2. Exclusions, Exclusion J. is replaced by the following. "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; G-144294-C99 (Ed. 12/06) (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems) to premises including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 111 - Limits Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." B. Under Section 1 - Coverage A - Bodily Injury and Property Damage the last paragraph of 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section III - Limits Of Insurance is replaced by the following: Page 5 of 6 G-144294-C99 (Ed. 12106) 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with the permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. D. Paragraph 4.b.(1)(b) of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (b) That is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner, or E. This provision 13. (LEGAL LIABILITY - DAMAGE TO PREMISES) does not apply if Damage To Premises Rented To You Liability under Section 1- Coverage A is excluded either by the provisions of the Coverage Part or by endorsement. 14. NON-OWNED WATERCRAFT Under Section I - Coverage A - Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge. 15. NON-OWNED AIRCRAFT Exclusion 2.g. of Section 1 - Coverage A - Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. 16. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence," offense, claim or "suit" is known to : (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. 17. NOTICE OF OCCURRENCE The following is added to paragraph 2. of Section IV - Commercial General Liability Conditions - Duties in The Event of Occurrence, Offense Claim or Suit: Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 19. EXPECTED OR INTENDED INJURY Exclusion a. of Section I - Coverage A - Bodily Injury and Property Damage Liability is replaced by the following: a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 20. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage provided under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. G-144294-C99 (Ed. 12/06) Page 6 of 6 CNA G-20472-A (Ed. 10/93) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule i-7 1. Number of days advance notice: 30 2. Notice will be mailed to: THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 G-20472-A (Ed. 10/93) Page 1 of 1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2012 TITLE: RECEIVE AND FILE REGARDING SINGLE- SPACE PARKING METER FIELD TRIAL PROGRAM i CITY MANAGER DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER In recent years, the Downtown area has seen significant changes to the area with the addition of new offices, retail, entertainment venues, restaurant and residential uses. These positive changes have presented the city with the opportunity to explore improvements to our current metered parking equipment to enhance the parking experience for a wider range of patrons. There are approximately 1,300 metered parking spaces in the City with 530 metered parking spaces in the downtown area. Currently, the traditional parking meters only accept coins. Faced with new parking challenges and the fact that many people are carrying limited cash/change, many cities are converting to smart meters that conveniently accept credit and debit cards as well as coins and are seeing revenue enhancement between 20-30 percent with the upgraded technology. Based on the successes of smart parking meters in other cities, the city is interested in entering into a trial 90-day term agreement with IPS Group, Inc. and First National Bank of Omaha/TSYS Merchant Solutions, LLC to sample 50 single-space meters that accept multiple payment options and ten space sensors that detect when a vehicle departs. This San Diego-based company has been the leader in intelligent single-space parking meter technology for over 15 years. Their product can be seen in over 40 cities in the United States and Canada as well as several nearby communities. In an effort to sample different areas in the Downtown and to receive feedback from users, the trial meters would be placed on high demand blocks of east and west 4th Street, N. Broadway and N. Sycamore. In addition to the 50 smart meters, we will also sample ten space sensors to be placed in the ground to detect the presence or absence of a vehicle. The sensors provide the ability to add courtesy time on the meter, supports anti-meter feeding and typically increases revenues by having spaces reset when a vehicle departs. 90A-1 Receive and File Regarding Single-Space Parking Meter Field Trial Program December 3, 2012 Page 2 The IPS smart meters use a mechanism that retrofits into our current meter unit. Therefore, it is a very economical way to upgrade without any changes to the infrastructure or need for additional hardware and equipment. The device is solar-powered, uses LED lights to provide visual enforcement, and will accept coins, tokens, credit/debit cards and smart cards. The data management system will wirelessly notify parking operations staff of any faults or jams and provides financial information on each meter. In addition, the change to solar-powered meters will eliminate the need to replace over 2,400 nine-volt batteries each year. Prior to and throughout the trial period, staff will initiate a public outreach effort to first, inform all Downtown stakeholders, residents, and visitors, and secondly, to evaluate the success and acceptance of the products. Public outreach methods to be utilized will include placing an online public awareness video and survey on the city website and advertised throughout the city, as well as a sticker being placed on each trial meter. Downtown Inc. will also be asked to help inform the public by including an article in their newsletter. Staff will also personally speak with businesses in the trial areas and parking meter and parking control officers will carry information material. The IPS Group smart meters will include a variety of management reports to compare current meter revenues with smart meter revenues on both sensored and non-sensored meters during this trial period. In order to use the credit card feature, a valid merchant account is needed prior to the installation. First National Bank of Omaha, TSYS Merchant Solutions, LLC has provided the best rate to the City. They will be responsible for the payment process of receiving transactions from the IPS meters (via the wireless transmission) and depositing the transactions into the bank. The city is charged a fee of .035 cents per transaction. 90A-2 COMMENTS 90A CITY MANAGER'S COMMENTS • Provided an update on Single-Space Parking Meter Field trial program 90B CITY COUNCILMEMBER COMMENTS Councilmember Tinajero: • Requested that the City Council be adjourned in memory of John E Tuchler. Councilmember Martinez: • Reflected on the life and contributions of Max Martinez and Larry Shuck and requested that the City Council adjourn in their memory. Adjourn in Memory of Max Martinez, John E. Tuchler, and Larry Shuck *Presentations and Comments concluded at 8:20 p.m. ;I I "? L" ' /X,/ 77) Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Street Car Project Update and Action items • Update Citywide Classification and Compensation Plan • Ordinance Addressing Homeless Shelters as required in Senate Bill 2 (SB2) CITY COUNCIL MINUTES 14 DECEMBER 3, 2012