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Home My WebLink AboutCARD METERING SYSTEMS, INC. 3B-2013City of Santa Ana '. Clerk of the Cow J AGREEMENT TERMINATION Mil FFR -6 Please complete this form when the attached agreement is no longer in effect. i q: �2 Return form to the Clerk of the Council Office (M-30). rrO,.- cn Call 647-5237 if you have any questions. CITY C( R` ; �, TA ANA Es, F i^CUNru The agreement with No. 1\1-gI' a—("Q— —n("�a was completed on �j��( /a ILI and final payment has been made. Revised 07-23-07 Department: M,j2,,A Phone/Ext.: 9 Signature: L(gj;x Date: 4 /) o. INSURANCE ON FILE ARK MAY PROCEED UNTIL INSURANCEXPIRES Q' CLERK Or, COUNCIL 9ATEa � ' g 2013 \JO'yv e, NQn SECOND AMENDMENT TO SOFTWARE LICENSE AND SERVICE AGREEMENT N-2011-098-002 THIS SECOND AMENDMENT TO AGREEMENT is entered into this 1" day of July, 2013 by and between Card Metering Systems, Inc., a California corporation ("CMS") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties seek to extend the term of that certain Agreement N-2011-098 dated June 17, 2011, as amended on July 1, 2012 (Agreement N-2011-098-001) (collectively "said Agreement") for CMS to install, service and maintain copier and micrographic printers with debit card technology at City facilities. B. In accordance with the terms and conditions of said Agreement, the parties wish to amend certain terms thereof and extend the tern of said Agreement. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Amendment, the parties agree as follows: 1. Section 4, Compensation, shall be amended to read as follows: "COMPENSATION" The parties agree that the CMS shall remove the debit card units and dispensers from all equipment and replace them all with the coin/bill units to the copiers, and shall amend the Equipment List (Exhibit A) accordingly. The language regarding "Commission" in said Agreement shall be removed in its entirety. A. City staff copier charges will be $0.03 (Three Cents) per copy. B. The Monthly Minimum guarantee language shall be removed in its entirety; City will not guarantee a minimum monthly revenue to CMS. C. City shall be invoiced on a quarterly basis for staff copier charges. Payment by City shall be made within thirty (30) days following receipt of invoice, subject to City accounting procedures. D. CMS will provide all of the CMS owned equipment at no cost to the City. E. Compensation for the copier services hereunder shall not exceed Fifteen Hundred Dollars ($1,500.00). 2. Section 3, the Term, shall be extended one year, through June 30, 2014. 3, Except as herein amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the date and year first written above. ATTEST: M.ARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lis torck A 'stant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET Executive Director Parks, Rec. & Community Services Agency CITY OF SIA A NA KEVE1 O'ROURKE Interim City Manager "CMS" CARD METER SYSTEM, INC. (Name) tj' o,,�,t•�•• � � 'Zcd (Title) C'j� 0 �� 'i. ' , CERTIFICATE OF LIABILITY INSURANCE D/8/2 I13 Y) 5/8/2013 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 Ambassador Group Inc. 7010 E Chauncey Ln - Ste 230 Phoenix AZ 85054 CONTACT Laurie SCola NAME: PHONE AX (480) 776-6950 AAA No. (480)996-6951 E-MAIL SS, lscola@ambassadorins.com ADDRE INSURERS AFFORDING COVERAGE NAIC4 INSURER A:Continental Casualty Company 20443 INSURED -*160 ® dig "�t ® Card Meter Systems Inc. dba CMS dig J 7056 Archibald Ave Ste 102-453 Corona CA 92880 INSURERB:Valle Forge Insurance Com an 20508 INSURER C: _ INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:13-14 Master REVISION NHMFSPR 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. INSR LTR TYPE OF ADDLSUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 5Z OCCUR 4025961553 5/1/2013 5/1/2014 DAMAGE TO HEN TEDPREMISES Ea occurrence $ 300,000 MED ESP (Any one person) $ 10,000 PERSONAL& ANA INJUR9 $ 1, 000,000 GENERAL AGGREGATE $ 2,000,000 GEN AGGREGATE LIMITAPPLIE.S PER. PO L ICYL PRQ- X LOC PRODUCTS-COMPIOPAGG — $ 2,000,000 S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident —_.— $ 11000,000 A X ANY AUTO ALL OWNED AUTOSSCHEDULFL A'LL OS AUTOS 1 4025961505 5/1/2013 5/l/201.4 BODILY INJURY (Per person) $ BODILY INJURY peracciden0 $ X HIRED AUTOSNOR-OWNEDPROPERTY Xr AUTOS DAMAGE Pe accident $_ Uninsured motorist ro al S UMBRELLA LIAB __ OCCUR EACH OCCURRENCE $ $ EXCESS LIAB CLAIMSMADEAGGREGATE DED RETENTION$ $ B WORKERS COMPENSATION ANDEMPLOYERTUARILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (MandatoryinNH) f yyes, describe under NIA 4025961410 5/1/2013 5/1/2014 X WCSTATU- OTH- TORY LIMIT', ER E.L. EACH ACCIDENT' $ 1, DO 0, 000 - EL. DISEASE -EA EMPLOYEE S 11000,000 E.L. DISEASE -POLICY LIMIT $ 11 000,000 DESCRI PTI ON OF OPERATIONS below _ I DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Coverage subject to policy forms, terms and conditions.City of Santa Ana, its officers, agents and employees and representatives is Named as Additional Insured - Designated Person or Organization. Insurance is primary & non-contributory. �R y�ypy�ypr qre, rytS TO �wO .1P],PPJ.1a.AV fro kM FAr7 kL+ ,&'4l ABM. L.,.- —�. PQ c arK / / City of Santa Ana Parks, Recreation and C Services Agency Attn: Silvia Cuevas 26 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Scola/KRE��-a-�,-- ACORD 25 (2010105) IN902R inn inns/ n, Th. Ar:nRn ro mn nnrl Inns aro rnnlcrr,roA marks of Ar'nRn CK�7:7YK:7e\iNP�\1�7tliTi4 POLICY NUMBER INSURED NAME AND ADDRESS B 4a25961553 CARD METER SYSTEMS, INC. 5325 EAST ELENA AVENUE MESA, AZ 85206 FORMS AND COMMERCIAL PROPERTY SCHEDULE FORM NUMBER FORM TITLE SB147084B 07/2009 Fungi, Wet Rot, Dry Rot and Microbe Exclusion SE300129B O1/2008 Targeted Hacker Attack S3300139B 01/2008 Protective Safeguards SB300146C O1/2008 Cap on Losses from Certified Acts of Terrorism SB300179D 07/2009 Choice Endorsement SB300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg SB300596A O1/2008 Identity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SBI46932D 07/2009 Blanket Additional Insured - Liability Extension SB147079A O1/2006 War Liability Exclusion SB147080A 01/2006 Exclusion- Silica SE147081A O1/2006 Exclusion - Respirable Dust SB147083B 07/2009 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SB147089A O1/2006 Employment - Related Practices Exclusion SB300000C 04/2010 Businessowners Liability Coverage Form SB300113B 01/2007 Additional Insured - Designated Person SB300441A O1/2007 Fiduciary Liability Coverage Form SB300449A O1/2007 Single Limit of Insurance Endorsement SB300450A O1/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Reed and Distribution of Material or information *** PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE SB146959G 02/2010 Policyholders Jurisdictional Inspection SB300144C 01/2008 Offer of Terrorism Coverage Notice SB300999A 04/2010 Businessowners CL Cov Form Policyholder Notice Chairman of the Board SB-146895-A (Ed. 01/06) VOTO u ISA E STQRCK is ;1;011)nt City Attorney AGENT y/ Countersignature retar Page 8 of SB-146932-D CNA (Ed. 07/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM 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 Policy. 1. ADDITIONAL INSURED— BLANKET VENDORS WHO IS AN INSURED 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 product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "properly damage" arising out of the sole negligence of the vendor for its own acts or omission 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 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED 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 damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage providV,¢ tp much additional insureds is uPROV"WAS SB-146932-D ®z Page 1 of 5 (Ed. 07/09) __..._._.- 6.J'—ney L-1._�__J a. Additional Insured —Your Work That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products - completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or SB-146932-D (Ed. 07/09) SB-146932-D (Ed. 07/09) (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises 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 be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as 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. 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 ownershi m j ce or use of that _ — Page 2 of 5 ' ISA L S'fQRQK / a N; l City Attorney �J. 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 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. 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." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. 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 SB-146932-D (Ed. 07/09) SB-146932-D (Ed. 07/09) a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY— DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "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; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in 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 or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer APP consecutive FFro FORM Page 3 of 5 IS,A E. STORCK n- �,irctant City Attorney A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses 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 B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit' is known to: (1) You or any additional insured that is an individual; (15)Discrimination Relating additional �® ,opyipIling or Premises f pilpV.E� Caused by discriminatior 4� ,�.� in tly related to the A E. STORCK Assistant City Attorney G) .� (2) Any partner, if you or an insured is a partnership; SB-146932-D (Ed. 07/09) SB-146932-D (Ed. 07/09) (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e, applies separately to you and any additional insured. 6. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. 'Bodily Injury" is deleted and replaced with the following: "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. 7. Expanded Personal and Advertising Injury Definition The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: 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 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 person by any insured. B. The following is added to Exclusions, Section B.: to Room, directly or sale, rental, Page 4 of 5 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. (16)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision (Expanded Personal and Advertising Injury) does not apply to SB-146932-D (Ed. 07/09) SB-146932-D (Ed.07/09) 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 (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. APi"'RC()VED Aa To Fi7TsNl ORCK�® Aslstant City Attorney r �' Page 5 of 5