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HomeMy WebLinkAboutTSYS MERCHANT SOLUTIONS, LLCINSURANCE ON FILE WORK MAY PROCEED A-2018-170 UNTIL INS RA CE EXPIRES L4 + I &A CLERK Or 4 CIL DATE: ju 6 201B FOURTH AMENDMENT TO AGREEMENT I X a THIS FOURTH AMENDMENT TO AGREEMENT, is entered into on this 19th day of June 2018, by and between TSYS Merchant Solutions, LLC, formerly TransFirst, LLC (hereinafter "Consultant"), 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 (hereinafter "City"). RECITALS: A. The parties entered into a payment processing services agreement (Agreement #A- 2014-071) dated April 18, 2014 (hereinafter "said Agreement") by which Consultant has provided payment processing services to the City. B. The parties subsequently entered into a First Amendment to that Agreement (A-2015- 117) on June 17, 2015 to increase the Compensation and Term of said Agreement. C. The parties thereafter entered into a Second Amendment to that Agreement (A-2016- 148) on June 17, 2015 to increase the Compensation of said Agreement. D. The parties next entered into a Third Amendment to that Agreement (A-2017-135) on Jame 17, 2017 to extend the Term of said Agreement. E. In accordance with the terms and conditions of said Agreement, the parties now wish to ftirther amend the Term of said Agreement to provide for a one (1) year extension beginning July 1, 2018and ending June 30, 2019, with the option exercisable by the City, to renew said Agreement for up to two additional one (I) year periods. The first period covering July 1, 2019 through June 30, 2020, and the second period covering July 1, 2019 through June 30, 2020. Each extension to be exercised by the City separately prior to the expiration of the previous extension period. F. The parties also now wish to amend and add Compensation for the extended Term G. The parties also now wish to amend the Scope of Services to provide the City with the right to bifurcate said Agreement and decouple Consultant's payment kiosk related credit card authorization function from the City's iNovah cashiering system to permit merchant processing services to be accomplished by a City authorized Payment Card Industry Data Security Standard (PCI DSS) compliant third party. 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 the aforementioned First, Second, and Third Amendments to said Agreement the parties agree as follows: 1. The parties hereto desire to amend Section 3, of said Agreement (TERM). This Fourth Amendment to Agreement shall commence on July 1, 2018 and terminate on June 30, 2019, unless City exercises its option to extend the Agreement for up to two additional one (1) year extension periods. The first period beginning July 1, 2019 and ending June 30, 2020, and the second period beginning July 1, 2020 and ending June 30, 2021, or unless terminated earlier in accordance with Section 12 of this Agreement. Exercise of City's option to extend the Agreement for either extension period shall be made via a separate and distinct writing to Consultant executed by the City Manager and City Attorney issued prior to the expiration of the previous extension period. 2. The parties hereto desire to amend Section 2. of said Agreement (COMPENSATION) to extend the increase in annual compensation agreed to by the parties pursuant to the Second Amendment to Agreement to include the two-year extended term of this Fourth Amendment to Agreement. The total sum to be expended under the amended term of this Agreement in any one (1) year shall not exceed $165,000, and thereafter shall not exceed $165,000 for any subsequent yearly extension of said Agreement. 3. The parties hereto desire to amend Section 1. of said Agreement (SCOPE OF SERVICES). The parties hereto desire to amend Section 1 of said Agreement to provide City with the right to bifurcate said Agreement and decouple the Consultant's payment kiosk related credit card authorization functions from iNovah and have these services be accomplished by a City authorized Payment Card Industry Data Security Standard (PCI DSS) compliant third party. During the Term of this Agreement and any extension hereto, but beginning not sooner than January 1, 2019, City may upon ninety (90) days prior written notice by the City's Executive Director of Finance and Management Services, terminate Consultant's services in connection with credit card transactions initiated via City's payment kiosk. Whereupon City shall have the right to continue Consultant's services for payment kiosk credit card transactions on a month -to -month basis and fully terminate such services, with no termination penalty or fees by providing fifteen (15) days written notice of its intent to terminate said payment kiosk related services. 4. This Fourth Amendment to said Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page) 2 IN WITNESS WHEREOF, the parties Hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST; MA"RIA D. HUIZAR Clerk of the Cgnneil APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 'gut Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL; Francisco Gutierrez, Executive Director Finance & 'Management Services Agency CITY OF SANTA ANA RAUL, GODIN t/,1L--` _ City Manager TSYS Merchant Solutions, LLC ML Nam'me: L4Sc Niyisi9r+i 1ti'CS,aC, Title: q Tax ID#f `11-1 1,6 C H U ®D° Liability Insurance Endorsement Policy Period APRIL 1, 2018 TO APRIL 1, 2019 Effective Date APRIL 1, 2018 Policy Number 3581.07.96 ATL Insured TOTAL SYSTEM SERVICFA INC. Name of Company FEDERAL INSURANCE COMPANY Date issued MAY 22, 2018 This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYF,E BENEFITS ERRORS OR OMISSIONS STOPGAP STOP GAP - OHIO Conditions Under Continues, the following provision is added to the condition titled Other Insurance. Other Insurance - If you are obligated, pursuant to a written contract or agreement, to provide the person or Primary, Noncontributory organization described in the Schedule (that is also included in the Who Is An Insured section of this Insurance - Scheduled contract) with primary insurance such as is afforded by this policy, then this insurance Is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. Schedule AS REQUIRED BY WRITTEN CONTRACT All other terms and conditions remain unchanged. Authorized Representative Lhbl4 Insurance Cond/dons -Other Insurance - Primary, Noncontrlbutary Insurance -Scheduled Person Or Organlzatton roatpage Fan BO.02.2653 (Rev. 7.09) Endorsement Page I C H U B B• Liability Insurance Endorsement Policy Period APRIL I, 2018 TO APRIL 1, 2019 Effective Date APRIL 1,2018 Policy Number 3581.07.96 ATL Insured TOTAL SYSTEM SERVICES, INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 22, 2018 _r. �„y�.-• , su.� � .. r •r:eee?5s�€ a�s-:s ::��a _�... :^rr.. ,. � .... - n.m=rr _ .� �.i,rn+r�. �, �> � me,�wrz=-�„-. , �,r�.an -�reuy� This Endorsement applies to the following forms: GENERAL LIABILITY � Under who Is An Insured, the following provision is added, Who Is An Insured Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are fusureds only if you are Scheduled Person obligatedpursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization thispolicy. However, the person or organization is. an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or In part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any liuutation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This Radiation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. ...f r:rS✓n ass„<;s-?,_"F,m�..�<TtC.v.:..�.;.xrFS.3:F..�a"ran.,a-ksai3.iAutlF�cci'vS,I.sJSrci F.Ci-if3.'de3G F,.'�'�c.�'3 _l-:r.`^.'. Uabiifty Insurance Addfionat Insured - Scheduled Person or Organfzeien conhhued Form so-0&2367{Rev. 6.07) Endorsement Page i Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agrecment, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. us a U� .aa �zesa-eiistr� a s_a-_s�:» vo-�a rramxiau r =..eix w��c, .ere _xcaaa s �� rf - w,xzerrM.MW,nmp.-ass Schedule PERSONS OR ORGANTZ,ATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorizad Representative Insurance AddMonal Insured - scheduled Person Or Organlzetlon lest page 'llk� " CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YYYY1 3/27/2019 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 andldconditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate hoer in lieu of such endorsement(s). PRODUCER J Smith Lanier & Co. Columbus 200 Brookstone Centre Parkway Suite 118 Columbus GA 31904 CONTACT NAME: Connie Whitmer PHONE EMI 706-324-6671FAI ac No 706-576-5607 EMAIL ADOREss: ewhitmer ismithlanieccom INSURERS AFFORDING COVERAGE NAIC% INSURED 30TOTALSYSTE Total System Services, Inc. Attn: Donna Weeks, Corporate Risk Ins, One Donna Way; C-4 Columbus GA 31901 INSURER A: Fedefal lnSUfanCe INSURER B: Great Northern Insurance A++XV 20281 20303 INSURERC: INSURER 0: INSURER E : INSURER F COVERAGES CFGTICId`ATIC KIN m.rIl- -_..... REVISION NUMBER: THIS IS TO CERTIFY THAT THE PnI Irir=c n. r. —--•—•-- � ����.+�.�.� uolcu DELUVV HAVE BEEN INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY ISSUED TO CONTRACT THE INSURED NAMED ABOVE FOR THE POLICY PERIOD CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS BY EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, INSR REDUCED BY PAID CLAIMS. LTft ADDLSUBR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY E%P A X COMMERCIAL GENERAL LIABILITY Y 350107M MM/112019 Y MM/10020 Y LIMITS 4/1/2019 4/12020 EACH OCCURRENCE E 1 000,000 CLAIMS -MADE IE OCCUR DAMAGE TO RENTED X Contractual Liao PR MISES Eaoccunance E1,000,000 MED EXP (Any ona arson) g 15,000 PERSONAL&AOV INJURY $1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER' GENERAL AGGREGATE E2,000,n00 POLICY ❑ JECT I LOC PRODUCTS - COMP/OP AGO $lnduded OTHER : Gen Ag Ca Gen S25,000.0W B AUTOMOBILE LIABILITY 4/12019 4/1/2020 COMBINED SINGLE LIMIT Ea..denl $ 000000 X ANY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIREDAUTOS NON -OWNED AUTOS PeroPERTY DAMAGE X XHiretl Coll Com -acaden S Hired Phy Dam -ACV E 14DW Dods UMB A X UMBRELLA LIAB X OCCUR 79825231 EXCESS LIAB 411=19 4/1/2020 EACH OCCURRENCE E25,000,000 AGGREGATE S25.000.000 CLAIMS -MADE DED RETENTIONS A WORKERS COMPENSATION 71715993 PER a AND YIN 4/12019 4/l/2020 OTH- X STATUTE ER ROPRIEERS'RTNELIABILITY PROPRIETOR/ OFFICEANY REXCLUOE07 ❑N/A EXCLUDED? E. L. EACH ACCIDENT E1.000,000 (Mandatory In N It ory In NH) E.L. DISEASE - EA EMPLOYE E 1,000,000 yes. d If yes, tlescnbe under DESCRIPTION OF OPERATIONS below E.LDISEASE -POLICY LIMIT 81.000,000 DESCRIPTION OF OPERATIONS [LOCATIONS / VEHICLES (ACORD 101, Addidonal Remarks Schedule, may ba allachatl a more space is required) Additional Named Insured: TransF1rst Holdings Corp. & TSYS Merchant Solutions LLC (GL) Additional Insured per farm: 80-02-2367 Additional Insured Scheduled Person or Organization (GL) Primary and Noncontributory pe Organization r form: 80-02-2653 Conditions — Other Insurance — Primary, Noncontributory Insurance Scheduled Person or `/-zs-Z©%9 � � r:FQTIFIr.ATF Hnl nco City of Santa Ana 20 Civic 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 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD