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HomeMy WebLinkAboutCARD METERING SYSTEMS, INC. (2) - 2011City of Santa A i ' rat Clerk of the Council AGREEMENT TERMINATION FORM ! COTC Office Use Only 2021 F--- 6-.-...Ri- ----?-------------- Please complete this form when the attached agreement and all j� amendments (if any) are no longer in effect. CLCIrEROIF SANTA ANA OF COUNCIL Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. I i The agreement with No. ,/y 'p-9, GI 6,2? was completed on (List all amendments. Use space below if needed.) Revised 08-23-10 a and final payment has been made. Department: Pk-S Phone/Ext.: 141;. kR Signature: oT' M& v Date: V I ; f cin INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE: AU�242'Di1 O: PRCS (/ ) Silvia Cuevas EQUIPMENT, SOFTWARE AND SERVICE AGREEMENT N_2011-098 THIS AGREEMENT is entered into on June 17, 2011, 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 ofthe State of California ("City"). RECITALS: A. The City desires to hire a contractor to install, service and maintain copier and micrographic printers with debit card technology at the Santa Ana Main Library, Newhope Library and Jerome Center. B. CMS represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, CMS represents that it is knowledgeable in its field and that any services performed by CMS under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES CMS will provide and install all software and hardware components, listed in "Equipment" of Exhibit A, attached hereto and incorporated by this reference, and will ensure its functionality and operation. City will not alter or remove the Diginet Printing network, operating system, servers or client software without prior notification to CMS. City and CMS will perform a pre -installation walk thru. City will complete the pre -installation checklist and return it to CMS prior to CMS ordering or assembling any equipment or performing services pursuant to this Agreement. 2. WARRANTIES CMS warrants all equipment and software provided by CMS for the term of this agreement for all equipment, products and software provided as part of this agreement as either the manufacturer, Dealer, servicing agent or distributor or all products provided. In the event there is a defect, malfunction or failure, CMS will repair, replace or remedy any malfunctioning equipment and software products provided by CMS as part of this agreement. CMS warranty does not cover damage caused by abuse, misuse, mishandling, misapplication and computer viruses. SERVICE HOURS CMS will provide regular maintenance as requested, Monday through Friday 8AM to 5PM (MST). These hours may be adjusted as deemed appropriate by CMS and approved by the City and/or as mutually requested by the City and agreed upon in writing by both parties, dependent upon volume, workload and other requirements. CMS will provide emergency service response within a 6 hour average for all actual service calls placed by the customer to CMS 800 service line and or electronic e-mail request during CMS business hours. CMS will respond to service calls within this 6 hour average except for reasons attributed to causes not within CMS' control (excluding and not limited to natural disasters, major traffic delays, power outages, out of coin/change, etc.). CMS provides its employees the following holidays, during which service will not be provided: • Christmas Day • Thanksgiving Day • Independence Day • New Years Day • Memorial Day • Labor Day • Martin Luther King Jr. Day • President's Day • Easter • Veterans Day • Columbus Day Weekend and after -hour services CMS phone and email support are provided at no charge Monday -Friday 8AM-5PM MST with all other time and support functions billed at $150.00 per hour. COMPENSATION A. Pricing Structure- City shall charge the general public the sum of $0.15 (fifteen cents) per black and white copy/print and $0.50 (Fifty cents) per color copy/print. Staff copier charges will be $0.03 (Three cents) per copy. B. Monthly Minimum- City shall guarantee to CMS a minimum monthly revenue of $2,050.00 per month gross sales, plus staff copier charges. C. Customer will be invoiced on a monthly basis on difference between gross sales and monthly minimum, plus 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 City. Commission CMS will collect all the monies from the equipment subject to this Agreement. City will receive a 511. rebate on revenue generated from copiers and printers (over the monthly minimum) which will be paid to City on a quarterly basis. Bypass and Refund Copies Staff will be provided with six 200-unit debit cards for use in giving by-pass and refund copies to patrons. Staff is not to use the public access copiers to make staff copies. A change fund of $30.00 will also be provided for aiding in giving refunds; Refund slips must be filled out completely. TERM This Agreement shall commence on installation of the equipment and software and continue for a one-year period, unless terminated earlier in accordance with Section 13, below. Within thirty (30) days after installation ofthe software, CMS shall notify the City, in writing, of the commencement date of this Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services and the City Attorney. 6. INSURANCE Prior to undertaking performance of work under this Agreement, CMS shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. CMS shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CMS' operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 7. INDEMNIFICATION CMS agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of CMS or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 8. ASSIGNMENT CMS agrees not to assign or transfer any of its obligations under this agreement without the prior written consent of the City, whose consent shall not be unreasonably withheld. 9. VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 10. CONFIDENTIALITY If CMS receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, CMS agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copy to: Parks, Recreation & Community Services Agency City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 571-4221 To CMS: Card Meter System, Inc. Randy Nason 5325 E. Elena Avenue Mesa, AZ 85206 Fax 888-267-1602 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed asset forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and CMS, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. TERMINATION This Agreement may be terminated by either party upon sixty (60) days written notice of termination. In such event, each party be entitled to receive compensation for all services performed, and commission accrued prior to receipt of such notice of termination. 14. DISCRIMINATION CMS shall not discriminate because ofrace, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. H IN WITNESS WHEREOF, the parties hereto have executed this Equipment, Software and Service Agreement on the date and year first written above. Ev0aM-ya "p- / vi ?G� MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney BY: -X LaLoYa Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ��f'4 GERARDO MOUET Executive Director Parks, Recreation and Community Services Agency CITY OF SANTA ANA (::�?64^ (Z� '-� - - - OAILTL M. WALT RS ting City Manage CARD METER SYSTEM, INC. (NAME and�yr�Naso� n (Title) ' Service/Project Manager EXHIBIT A SCOPE OF SERVICES EQUIPMENT LOCATION QUANTITY EQUIPMENT DESCRIPTION Main Library 1 Black -and -white Digital copier (CMS owned) 1 Black -and -white Digital office copier (CMS owned) 1 Color Digital copier (CMS owned) I Card validator (CMS owned) 1 Coin Changer (CMS owned) 3 Black -and -white HP 4050 laser printers (City owned) 1 Black -and -white HP 4350 laser printer (City owned) 1 Color HP CP3252 laser printer (City owned) 1 Color HP 4700 laser printer (City owned) 1 Color HP 4600 laser printer (City owned) 1 CMS Software: Diginet, PC Cop, Wireless printing 4 CMS Software: Diginet, PC Cop, Wireless printing (Locations: Main Children Library, Learning Center 2"d floor, Adult Lab, Reference area I" floor) 1 CMS Software: Diginet server New Hope Branch I Black -and -white Digital copier (CMS owned) 1 Black -and -white HP 4350 laser printer (City owned) 1 Color HP 4700 laser printer (City owned) 1 Color HP 4550 laser printer (City owned) 1 CMS Software: Diginet, PC Cop, Wireless printing 1 CMS software: Diginet server Jerome Center ] Color Digital copier / Printer (CMS owned) 1 CMS Software: Diginet, PC Cop, Wireless printing/ Print Station 1 CMS software: Diginet server Equipment Configurations The above represents the configuration of equipment CMS will provide and install. Models of equipment are subject to change without notice. Services CMS will provide all equipment including toner supplies and paper. CMS and City may add additional services, personnel and/or equipment by amending these agreements. CMS will deliver and install the equipment proposed by CMS at CMS expense. City agrees to provide adequate space, electrical, computer and network requirements. CMS will service the Equipment according to a CMS established service timetable and will deliver toner and paper to City. CMS will collect and count all the money from the equipment provided and CMS will produce a monthly usage report for City. This report shall include a listing of all equipment by location, volume on each piece of Equipment, revenues by piece of Equipment, usage type (public or staff), pricing level and chargeable services if any. City will assist CMS with paper, toner and printer cartridge security. City will load paper, toner, Print cartridges and remove paper jams. Chargeable services It is CMS intent that all fees and charges are included except for items as they relate to taxes, filing fees and other State, Federal and local charges. In the event City requests service outside of the proposed solution, such as causing service issues by changing operating systems, print drivers, network configurations, computer hardware, failures due to viruses and any other such items that would create a service issue, CMS will invoice and the City agrees to reimburse CMS at the rate of $1 50.00 per hour for calls created in this manner. CMS recommends that any changes of this nature be brought to the attention of CMS prior to implementing so that CMS may assist/guide the customer through the process to avoid any downtime or performance issues. Training CMS will provide all necessary Key Operator training for Library staff so that personnel will be able to effectively operate all equipment provided. Key Operator Responsibilities - Copiers Library will provide Key Operators for the equipment installed by CMS. The Key operators will do the following: 1. Load Paper 2. Clear Paper Jams 3. Replace Toner Cartridges when out of toner CERTIFICATE OF LIABILITY INSURANCE ATE D07/19/2011 ) 07/19/2011 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(les) 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(.). PRODUCER CS&S/AMBASSADOR GROUP, INC PO BOX 946580 CONTACT NAME: PHONE (A/C, No, Ert): I" (A/C, No): E-MAIL ADDRESS: MAITLAND, FL 32794-6580 N_2011 A98 Phone - 877-724-2669 Fax - 877-763-5122 INSURER(S) AFFORDING COVERAGE NAIC ft INSURER A, Continental Casualty Company 20443 INSURED INSURERB: The Continental Insurance Company 35289 CARD METER SYSTEMS, INC. 5325 EAST ELENA AVENUE INSURER C: MESA, AZ 85206 INSURER D : INSURER E: Continental Casualty Company 20443 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. INS LTR TYPE OF INSURANCE ADDL IN.R WVD POLICY NUMBER MWDD I MM/DO LIMITS GENERAL LIABILITY EACH OCCURRENCE $1.000,000 DAMAGE TO RENTED $0,000 COMMERCIAL GENERAL LIABILITY A CLAIMS -MADE ® OCCUR Y N 4025961553 05/01/2011 05/01/2012 PREMISES (Ea occunenca) MED EXP An one arson $10,000 $1 PERSONAL BADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:00 POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGO 2,000,0 AUTOMOBILE LIABILITY Ee accideDtSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) ANY AUTO BODILY INJURY (Per eccidenl) B ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS N N 4025961505 05/01/2011 05/01/2012 PROPERTY DAMAGE (Per accident) UMBRELLA LIA B OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED I RETENTION S E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory In NH) F--1 If yes, describe under DESCRIPTION OF OPERATIONS below N N 4025961410 05/01/2011 05/01/2012 WC STATU- TORY LIMITS I OTH- ER E.L. EACH ACCIDENT $1,000,000 E_L DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remark, Schedule, if more space is required) 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. 'X i1 '1ZOV-Lij f1.ti -yo 1'01ZM -'.I�� a D:a ti (t sheedy CERTIFICATE HOLDER CANCELLATION City of Santa Ana Parks, Recreation and Community Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Silvia Cuevas ACCORDANCE WITH THE POLICY PROVISIONS. 26 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 © 1988-201 O ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD o 80291 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE AGENCY CS&S/AMBASSADOR GROUP, INC POLICY NUMBER 4025961410 CARRIER I NAIC CODE ADDITIONAL REMARKS NAMED INSURED BARD METER SYSTEMS, INC. EFFECT E DATE: 05/01/2011 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 (2010/05) FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1 ACORD 101 (2008/01) U 2000 ACURO CORNUKA 1 IVN. All rlgnts reservea. The ACORD name and logo are registered marks of ACORD c3-1 =HA SB- d. 01 0 (Ed. 1 /7)7) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: CITY OF SANTA ANA. PARKS, RECREATION AND COMMUNITY SERVICES AGENCY * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured: 4. Any person or organization shown in the Schedule is also an insured, but only with respect to "bodily injury," or "property damage" or "personal and advertising injury" arising out of your ongoing operations or premises owned by or rented to you. SB-30011 3-B Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 (Ed. 01/07) Copyright, Insurance Services Office, Inc. 2002 cwra SB-147082-D (Ed_ 04/10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions A. Cancellation (b) Pay property taxes that are owing 1. The first Named Insured shown in the and have been outstanding for Declarations may cancel this policy by mailing more than one year following the or delivering to us advance written notice of date due, except that this provision cancellation. will not apply where you are in a bona fide dispute with the taxing 2. We may cancel this policy by mailing or authority regarding payment of such delivering to the first Named Insured written taxes_ notice of cancellation at least: b. 10 days before the effective date of a. 5 days before the effective date of cancellation if we cancel for nonpayment of cancellation if any one of the following premium. conditions exists at any building that is c. 30 days before the effective date of Covered Property in this policy. cancellation if we cancel for any other (1) The building has been vacant or reason. unoccupied 60 or more consecutive 3. We will mail or deliver our notice to the first days. This does not apply to: Named Insured's last mailing address known to (a) Seasonal unoccupancy; or us. (b) Buildings in the course of 4. Notice of cancellation will state the effective construction, renovation or addition. date of cancellation. The policy period will end on that date. Buildings with 65% or more of the rental units or floor area vacant or unoccupied 5. If this policy is cancelled, we will send the first are considered unoccupied under this Named Insured any premium refund due. If we provision. cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less (2) After damage by a covered cause of than pro rata. The cancellation will be effective loss, permanent repairs to the building: even if we have not made or offered a refund. (a) Have not started, and 6. If notice is mailed, proof of mailing will be thl Hava not hPan ( ntrnntPd fnr sufficient proof of notice_ within 30 days of initial payment of loss. B. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been C. or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or D. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. Concealment, Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. Examination Of Your Books And Records SB-147082-D Page 1 of 3 (Ed. 04/10) E. F G. H cw►a We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. Inspections And Surveys We have the right but are not obligated to: 1. Make inspections and surveys at any time; 2. Give you reports on the conditions we find; and 3. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: 1. Are safe or healthful; or 2. Comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. Liberalization If, during your policy period, we adopt any revision that would broaden the coverage under this policy without additional premium the broadened coverage will immediately apply to this policy. The broadened coverage will also apply to the renewal of this policy if such renewal was in process or was mailed prior to the date we adopted such revision. Other Insurance 1. If you have other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance. 2. Business Liability Coverage is excess over: a. Any other insurance that insures for direct physical loss or damage; or b. Any other primary insurance available to you covering liability for damages arising out of the premises for which you have been added as an additional insured by attachment of an endorsement. SB-147082-D (Ed. 04110) 3. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with Paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that are not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if the Declaration shows subject to audit. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. SB-147082-D Page 2 of 3 (Ed. 04/10) cwra 3. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. K. Transfer Of Rights Of Recovery Against Others To Us 1. Applicable to Businessowners Property Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: a. Prior to a loss to your Covered Property- b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or SB-147082-D (Ed. 04/10) (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to Businessowners Liability Coverage: If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them_ This condition does not apply to Medical Expenses Coverage- L. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. SB-147082-0 Page 3 of 3 (Ed. 04/10) cw►a SB-146932-D (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 "property 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. 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 provided to such additional insureds is limited as provided herein: S B-146932-D (Ed_ 07109) Page 1 of 5 qmr SB-146932-D (Ed. 07/09) 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 (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 ownership, maintenance or use of that SB-146932-D (Ed. 07/09) Page 2 of 5 cVra SB-146932-D (Ed- 07/09 ) 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 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 consecutive days. SB-146932-D Page 3 of 5 (Ed. 07/09) VAML SB-146932-D (Ed. 07/09) 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; (2) Any partner, if you or an additional insured is a partnership; 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.: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, Page 4 of 5 CYVAM S B-146932-D (Ed. 07/09) 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 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. SB-146932-D Page 5 of 5 (Ed. 07/09) POLICY NUMBER INSURED NAME AND ADDRESS B 4025961553 CARD METER SYSTEMS, INC. S 3 2 S EAST ELENA AVENUE MESA, AZ BS206 FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB147084B 07/2009 Fungi, Wet Rot, Dry Rot and Microbe Exclusion S13300129B 01/2006 Targeted Hacker Attack SB300139B 01/2008 Protective Safeguards SB300146C 01/2008 Cap on Losses from Certified Acts of Terrorism SB300179D 07/2009 Choice Endorsement S13300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg S13300596A 01/2008 =dentity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SS146932D 07/2009 Blanket Additional Snsured - Liability Extension SB147079A 01/2006 War Liability Exclusion S13147080A 01/2006 Exclusion - Silica SB147081A 01/2006 Exclusion - Respirable Dust SB147083B 07/2009 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SB147089A 01/2006 Employment - Related Practices Exclusion S13300000C 04/2010 Businessowners Liability Coverage Form S1330011313 01/2007 Additional Insured - Designated Person SB300441A 01/2007 Fiduciary Liability Coverage Form SB300449A 01/2007 Single Limit of Insurance Endorsement SB300450A 01/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Recd 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 SS300144C 01/2008 Offer of Terrorism Coverage Notice S13300999A 04/2010 Businessowners GL Cov Form Policyholder Notice Countersignature 1 `�d�y�d � Cl seereta��_ Chairman of the Board SIB-146895-A (Ed. 01/06) AGENT Page 8 of a CERTIFICATE OF LIABILITY INSURANCE 03/12/2012 vwort. , 1II 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, RODUCER 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 P_ll AllfGPTPrf }IGi PRODUCER CONTACT CS&SNAN LEER AMBASSADOR GRP INS SVC NAME: PHONE FAX PO BOX 946580 A/C, No, Ex[ : Mr -,Po. A/C, No): IL Maitland, FL 32794-6580 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # 1-877-724-2669 Continental Casualty Company 20443 INSURER A: Pan y INSURED INSURER B: CARD METER SYSTEMS, INC_ INSURER C: 5325 EAST ELENA AVENUE INSURER 0- MESA, AZ 85206 �G I .� O� / (/ INSURER E 1 O INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY 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. I— LTR ADDL TYPE OF INSURANCE IrvsR SUBR WVD POLICY NUMBER POLICY EFF MM/DD,YY POLICY EXP MM/DD/YY LIMITS A GENERALLIABILITY Y Y 4025961553 05/01/12 05/01/13 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ee «arena) $ 300,000 COMMERCIAL GENERAL LIABILITY MED EXP (Any — parson) $ 10,000 CLAIMS -MADE OCCUR PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2000000 PR0.FXPOLICY JEDT LOC A AUTOMOBILE LIABILITY 4025961505 05/01/12 05/01/13 COMBINED SINGLE LIMIT (EaCO BIKED $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per parson) $ BODILY INJURY Per eccitlent ( ) $ PROPERTY DAMAGE (Per accitlent) $ XHIRED AUTOS NON -OWNED AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS CLAIMS -MADE DED I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N 4025961410 05/01/12 05/01/13 X /\ q TCRY LIMITS - ER ANY PROPRIETOR(PARTNEWEXECUTIVE OFFICER/MEMBER EXCLUDED9 ( yes. d ory b NH) If yes, tlIPTI N antler DESCRIPTION OF OPERATIONS below N/A A PT7>-j t11 l 1� v E I, AS I'(� FORM SZ 1� EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1.000.000 OTHER 00, --FT-RY W LIMITS ER E.L. EACH ACCIDENT $ "—'----- -' - -au rLi IS CH DL �Clly ALLO As RCV Ef DISEASE- EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPE BATONS /LOCATIONS /VEHICLES (Attach Acortl 1O'1, Atlditional RemarKa Schedule, if more space is required) City of Santa Ana, its officers, agents and employees and representatives is Named as Additional Insured - Designated Person or Organization. Insurance is primary 8, non -contributory - City of Santa Ana Parks, Recreation and Community Services SHOULD ANY, OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Silvia Cuevas 26 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 All— (9) 1988-2010 ACORD CORPORATION. All riahts reserved A!-'r117n 7C /7n4n/nc\ THe Af-e-. 7n -.-- --A I--- -- —a - -f Af`tl11717i WW^ SB-146932-D (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 h. "Bodily injury" or "property damage" arising WHO IS AN INSURED is amended to include as an out of the sole negligence of the vendor for additional insured any person or organization its own acts or omission or those of its (referred to below as vendor) with whom you employees or anyone else acting on its agreed, because of a written contract or agreement behalf. However, this exclusion does not to provide insurance, but only with respect to "bodily apply to: injury" or "property damage" arising out of "your (1) The exceptions contained in products" which are distributed or sold in the regular Subparagraphs d. or f.; or course of the vendor's business, subject to the following additional exclusions: (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to 1. The insurance afforded the vendor does not make or normally undertakes to make apply to: in the usual course of business, in a. "Bodily injury" or "property damage" for connection with the distribution or sale which the vendor is obligated to pay of the products. damages by reason of the assumption of 2. This insurance does not apply to any insured liability in a contract or agreement. This person or organization, from whom you have exclusion does not apply to liability for acquired such products, or any ingredient, part damages that the vendor would have in the or container, entering into, accompanying or absence of the contract or agreement; containing such products- b. Any express warranty unauthorized by you; 3. This provision 2. does not apply to any vendor c. Any physical or chemical change in the included as an insured by an endorsement product made intentionally by the vendor; issued by us and made a part of this Policy. d. Repackaging, except when unpacked solely 4. This provision 2. does not apply if "bodily injury" "property for the purpose of inspection, or damage" included within the "products demonstration, testing, or the substitution of -completed operations hazard" is parts under instructions from the excluded either by the provisions of the Policy or manufacturer, and then repackaged in the by endorsement. original container; 2. MISCELLANEOUS ADDITIONAL INSUREDS e. Any failure to make such inspections, WHO IS AN INSURED is amended to include as an adjustments, tests or servicing as the insured any person or organization (called additional vendor has agreed to make or normally insured) described in paragraphs 2.a. through 2.h. undertakes to make in the usual course of below whom you are required to add as an business, in connection with the distribution additional insured on this policy under a written or sale of the products; contract or agreement but the written contract or f. Demonstration, installation, servicing or agreement must be: repair operations, except such operations 1. Currently in effect or becoming effective during performed at the vendor's premises in the term of this policy; and connection with the sale of the product; 2. Executed prior to the "bodily injury," "property g. Products which, after distribution or sale by damage" or "personal and advertising injury," you, have been labeled or relabeled or used but as a container, part or ingredient of any other thing or substance by or for the Only the following y wg persons or organizations are vendor; or additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: SB-146932-D Page 1 of 5 (Ed. 07/09) cJVA"► SB-146932-D (Ed. 07/09) 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 (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 ownership, maintenance or use of that SB-146932-D Page 2 of 5 (Ed. 07/09) cJra SB-146932-D (Ed. 07/09) 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 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 consecutive days. SB-146932-D Page 3 of 5 (Ed. 07/09) WW^ SB-146932-D (Ed. 07/09) 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; (2) Any partner, if you or an additional insured is a partnership, 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.: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, Page 4 of 5 cwVA"► SB-146932-D (Ed. 07/09) 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 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. SB-146932-D Page 5 of 5 (Ed. 07/09) POLICY NUMBER INSURED NAME AND ADDRESS B 4025961553 CARD METER SYSTEMS, INC_ 5 3 2 S EAST ELENA AVENUE MESA, AZ SS206 FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER FORM T ITLE S13147084B 07/2009 Fungi, Wet Rot, Dry Rot and Microbe Exclusion SB300129B 01/2008 Targeted Hacker Attack SB300139B 01/2008 Protective Safeguards SB300146C 01/2008 Cap on Losses from Certified Acts of Terrorism SB300179D 07/2009 Choice Endorsement SB300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg SB300596A 01/2008 Identity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE S13146932D 07/2009 Blanket Additional Insured - Liability Extension S13147079A 01/2006 War Liability Exclusion SB147080A 01/2006 Exclusion - Silica SB147081A 01/2006 Exclusion - Respirable Dust SB147083B 07/2009 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SS147089A 01/2006 Employment - Related Practices Exclusion SB300000C 04/2010 Susinessowners Liability Coverage Form SB300113B 01/2007 Additional Insured - Designated Person SB300441A 01/2007 Fiduciary Liability Coverage Form SB300449A 01/2007 Single Limit of Tnsurance Endorsement S13300450A 01/2007 Employment Practices Liability Coverage Form S13300849A 07/2009 Recd and Distribution of Material or information — PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY • w + FORM NUMBER FORM T ITLE S131469S9G 02/2010 Policyholders Jurisdictional Tnspectlon S13300144C 01/2008 Offer of Terrorism Coverage Notice SB300999A 04/2010 Businessowners GL Cov Form Policyholder Notice Countersignature Chairman of the Board SB-14689S-A (Ed_ 01/06) AGENT Page 8 0£ 8