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17-164 Amendment #1 dated 11-30-22 to Active Network Product and Services AgreementApproved as to form City Attorney Attest as to form: City Clerk Date Christopher D. Jensen Pamela Wu City Manager Nov 30, 2022 Nov 30, 2022 Nov 30, 2022 Contract No. ________ Page 1 of 3 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 5.HIGHER INSURANCE LIMITS If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider . 6.ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3/29/2022 Marsh &McLennan Agency,LLC 2000 Brookstone Centre Pkwy Suite 118 Columbus GA 31904 Connie Whitmer 706-324-6671 706-576-5607 Connie.Whitmer@MarshMMA.com Federal Insurance Company A++XV 20281 30GLOBALPAYM Great Northern Insurance Company A++XV 20303ActiveNetworkLLC Attention:Devery Gauthier 3550 Lenox Road NE,Suite 3000 Atlanta GA 30326 ACE American Insurance Company A++XV 22667 204066101 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X X 36048071 4/1/2022 4/1/2023 1,000,000 Gen Agg Cap 100,000,000 B 1,000,000 X X Hired Comp X Hired Coll 73614277 4/1/2022 4/1/2023 Hired Phy Dmg -ACV 1,000 Deds A X 25,000,00079894591 25,000,000 4/1/2022 4/1/2023 C A 71750292 71750293 4/1/2022 4/1/2022 4/1/2023 4/1/2023 X 1,000,000 1,000,000 1,000,000 City,its City Council,boards and commissions,officers,employees and volunteers as its interest may appear (GL)Additional Insured per form:80-02-2367 Additional Insured Scheduled Person or Organization City of Cupertino City Clerk 10300 Torre Ave Cupertino CA 95014-3202 $1M Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 3 6 1 6 0 6 5 5 5 3 3 3 0 7 6 2 7 1 6 4 4 6 2 0 5 4 5 7 7 0 7 4 5 3 1 3 6 7 6 2 4 0 6 2 1 0 0 7 3 7 5 0 5 7 6 0 5 7 3 3 1 0 3 0 7 6 2 5 1 4 0 0 2 0 7 6 0 1 1 3 0 7 5 2 2 4 1 5 3 3 2 2 7 4 1 1 2 0 7 5 6 6 2 7 3 5 3 6 4 7 6 3 3 0 0 7 7 2 6 0 1 5 5 7 2 0 5 6 7 5 2 0 7 3 4 4 0 1 5 7 5 0 2 7 6 1 1 2 0 7 7 7 2 7 2 5 2 0 2 5 7 7 3 1 1 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 66 6 6 6 6 6 6 0 6 0 6 0 6 0 0 0 6 2 6 0 6 4 6 6 2 0 4 4 4 6 2 0 0 6 0 2 0 0 0 4 2 6 2 2 6 0 2 2 0 0 6 0 2 2 0 2 4 0 4 2 2 6 2 2 2 0 0 6 0 2 0 0 0 4 2 6 2 2 6 0 2 2 0 0 6 2 2 2 0 0 4 0 6 0 0 4 0 2 0 2 0 6 2 2 0 2 0 6 2 6 2 0 6 2 2 0 0 0 6 2 2 0 2 0 6 2 4 0 0 4 2 0 0 0 0 6 2 0 2 0 2 6 2 4 0 0 6 0 0 0 0 0 6 0 0 0 2 2 6 2 4 2 0 0 2 6 2 2 0 6 6 6 4 6 0 6 2 2 4 0 6 6 4 4 4 0 6 6 6 6 6 6 6 0 6 0 0 0 6 0 6 0 0 6 Ce r t i f i c a t e N o : 57 0 0 9 0 5 5 3 7 1 1 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/07/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. PRODUCER Aon Risk Services South, Inc. Atlanta GA Office 3550 Lenox Road NE Suite 1700 Atlanta GA 30326 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 22322Greenwich Insurance CompanyINSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Active Network LLC 717 N Harwood Street Suite 2700 Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570090553711 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH- ER PER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below LimitMTP90421690112/01/2021 12/01/2022 Claims Made-include Cyber $20,000,000Retention E&O-MPL-PrimaryA SIR applies per policy terms & conditions $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ATTACHMENT B Participating Insurers: AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Services South, Inc. 570000075610 570090553711 570090553711 Page _ of _ Active Network LLC Professional Services Liability and Technology Services / Privacy & Cyber Security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Primary $10M Layer : Greenwich Insurance Company - Policy No. MTP904216901 / NAIC # 22322 SIR applies per policy terms & conditions. $12.5M excess of $10M Layer : Lloyd's of London Syndicate 5383 Policy No. FSCEO2102312 ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Schedule of Named Insured Entities: AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Services South, Inc. 570000075610 570090553711 570090553711 Page _ of _ Active Network LLC Professional Services Liability and Technology Services / Privacy & Cyber Security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Schedule of Named Insured Entities: OpenEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment Systems LLC Global Payments Acquisition Corporation 3, LLC Global Payments Inc. Global Payments Direct, Inc. Greater Giving, Inc. PayPros LLC Storman Software, Inc. Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. Xenial, Inc. Xpient, LLC Heartland Payroll Solutions, Inc. Payroll 1, Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC Jumpforward LLC Maximum Solutions, LLC HK US LLC VEPF IV AIV VII-C Corp. Georgetown Merger Sub, Inc. AdvancedMD, Inc. Nuesoft Technologies Inc. AllStar Billing Services, LLC SICOM Systems, Inc. Nextep Systems Inc. Mobile Bytes LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan Holdings LLC Cayan LLC Central Payment Co., LLC Central Payment Deployment, Inc. Columbus Depot Equipment Company (LLC) Columbus Productions, Inc. ProPay, Inc. TransFirst Parent Corp. TransFirst Group Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. TSYS Merchant Solutions, LLC NetSpend Corporation NetSpend Holdings, Inc. Skylight Acquisition I, Inc. Paylease Holdings, LLC Paylease LLC Zego, Inc. MineralTree, Inc. Global Payments Check Recovery Services, Inc. Global Payments Check Services, LLC Global Payments Gaming International, Inc. Global Payments Gaming Services, Inc. ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD U. Insured The Insured Company ; and 1. Any past or present employee, director, officer, member, principal, partn er, trustee, leased, temporary seasonal employee/worker and volunteer of the Insured Company acting in their capacity and in accordance with their authority as such; TRD 050 0619 Page 10 © 2019 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 2. Any independent contractor performing services for the Insured Company under a written contract but solely with respect to such independent contractor’s duties on behalf and for the benefit of the Insured Company; and 3. With respect to insuring agreement I.A.3. Media, any person or entity that disseminates matter on behalf and for the benefit of an Insured where, prior to such dissemination, an Insured has agreed in writing to include such person or entity as an Insured under the Policy. 4. Any entity that an Insured Company is required by written contract to be insured under the Policy, but only for a third party wrongful act committed by the Insured Company or any persons under Definition IV.U. Insured paragraph 1. and Definition IV.U. Insured paragraph 2.; First Amendment to Active Network Product and Services Agreement Final Audit Report 2022-12-01 Created:2022-11-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4JVyg88lpcayGWQQHS8299IkNyPNHuv- "First Amendment to Active Network Product and Services Agre ement" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-11-29 - 1:26:35 AM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-11-29 - 1:30:52 AM GMT Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-11-29 - 1:32:05 AM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-11-29 - 1:32:07 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-11-29 - 1:46:38 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2022-11-29 - 1:46:40 AM GMT Email viewed by christopherj@cupertino.org 2022-11-29 - 1:54:59 AM GMT- IP address: 172.225.88.137 Signer christopherj@cupertino.org entered name at signing as Christopher D. 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