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HomeMy WebLinkAboutA6456 - MOBILEMONEY IncLICENSE AGREEMENT FOR MOBILEMONEY AUTOMATED TELLER MACHINE (Palm Springs International Airport) THIS LICENSE AGREEMENT ("License') is made and entered into, to be effective the^^^ay of January, 2019, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and MobileMoney Inc., a California Corporation ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties." RECITALS A. City is the fee owner of that real property known as the Palm Springs International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs, California ("Property"). B. The Property consists of an international airport terminal and adjacent buildings. C. City believes that travelers and visitors using the City's airport terminal and related facilities would benefit from the convenience and accessibility of automated teller machines (ATM's") located within the Property. D. Licensee is desiring to operate three (3) ATM's within the Property. E. Pursuant to a request for proposals, City has selected Licensee to install, maintain, and operate ATM's, as described in the Scope of License (Exhibit 'A" to this License), within the airport terminal of the Property. NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows: 1.0 SERVICES OF LICENSEE 1.1 Grant of Access. City hereby grants to Licensee, its employees and agents, a non-exclusive license and permission to enter upon and use a portion of the Property ("License Area") for the limited purposes of operating ATM's. A site plan for the Property depicting the License Areas, as well as the approximate location for the ATM's, is attached to this License as Exhibit "B". The License granted herein shall be valid for the term set forth below only. Licensee expressly acknowledges that this License is nonexclusive and nothing in this License shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a). Licensee further acknowledges that the City operates a commercial and public airport on the Property, such that City's employees, agents, tenants, and the general public, including the traveling public and users of commercial airline services may also access the License Areas. For the purpose of this License, the term "Licensee" includes the heirs, representatives, successors in interest, and assigns of Licensee. 1.2 General Scope of Use. Pursuant to this License and for the term provided in this License, Licensee may use the License Areas to install, maintain, and operate a general ATM kiosk, as provided in the Scope of License. The final design of the ATM kiosk, the precise location of the ATM kiosk, and manner in which the ATM kiosk will be installed and maintained are subject to the review and approval by the City's Director of Aviation prior to installation of the ATM kiosk. Licensee may not use the ATM's to advertise for other businesses or events; however. Licensee may have one sign on the ATM's identifying Licensee as the operator of the ATM's. The ATM's shall not incorporate features to attract members of the public for purposes other than the use of the ATM's. 1.3 Preparation of the License Areas. 1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has thoroughly investigated and considered the Scope of License and all work and requirements specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully considered how the Scope of License and the work and requirements should be performed and provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not limited to all requirements of the federal government) attending performance of the Scope of License and the work and requirements under this License. Licensee has fully investigated the License Areas and is fully acquainted with the conditions existing in the License Areas. Should the Licensee discover any latent or unknown conditions which will materially affect the performance of the Scope of License, Licensee shall immediately inform the City's Director of Aviation of such fact and shall not proceed except at Licensee's risk until written instructions are received from the City's Director of Aviation. 1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee shall reimburse the City for any costs the City incurs in preparing the License Areas for use by the Licensee, including any arrangement or work performed to provide electrical power and telephone service to the License Areas accessible to the ATM kiosk location. The ATM kiosk shall not be installed or placed into operation until the City has been fully reimbursed its costs as provided in this Subsection. 1.4 Regulations. Licensee shall ensure that the use of the License Areas by Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the Term comply with all federal, state, and local laws and ordinances. 1.5 Licenses. Permits. Fees, and Assessments. Licensee shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this License. Licensee shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. 1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all sales and use taxes relating to any taxable transactions in connection with the operation of the ATM's. 1.5.2 Real Prooertv Taxes. The parties expressly acknowledge that, as a result of this License, the License Areas may become subject to real property taxes and that, in addition to the License Fee, Licensee shall pay any and all annual real estate taxes and assessments levied upon the License Areas (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill from City, whichever is later. 1.6 Licensee's Proposal. The Scope of License shall include the Licensee's proposal, "Exhibit C" to this Agreement. In the event of any inconsistency between the terms of such proposal and this License, the terms of this License shall govern. In the event of any inconsistency with the terms of Exhibit "C" and Exhibit "A", the terms of Exhibit "A" shall govern. 1.7 SECURITY 1.7.1 General. The parties acknowledge that the security of the public, the License Areas, and the ATM's is a priority. For this reason. Licensee shall implement safeguards to minimize security breaches. The ATM's shall be appropriately affixed to the floor of the License Areas in the manner provided in the Scope of License. An internal camera in the ATM's shall capture the physical image of all ATM users, which may be used in the event of a dispute, theft, or fraud. 1.7.2 Armored Courier. At all times during the term of this License, Licensee shall maintain an agreement with an armored and bonded courier to provide service to the ATM's for cash fills, balancing, supply replenishment, and similar matters. Licensee shall schedule cash fills either weekly or bi-weekly, depending upon the need for cash. Licensee shall be responsible for securing such security clearances as the federal government may require for such courier to have access to the License Areas. 1.7.3. Additional Securitv. Licensee shall be solely responsible for the cost of any additional security deemed necessary in connection with the ATM's. 1.8 Maintenance. Licensee shall maintain the ATM's and all utilities providing services to the ATM's in a first class condition, as needed or as may be directed by the City's Director of Aviation, at Licensee's sole cost and expense. When utility maintenance is required. Licensee shall so notify the City's Director of Aviation and City shall, in conjunction with any applicable utility company, make the necessary repairs. Any costs incurred by City in connection with such repair of utilities for the ATM's shall be reimbursed by Licensee. As further discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License Areas and adjacent property free from waste, such as ATM's receipts, which may be generated in connection with the use of the ATM's. 1.9 Free From Liens. Licensee shall keep the Property and the License Areas free from any liens arising out of any work performed, material furnished, or obligation incurred by Licensee or alleged to have been incurred by Licensee. 2.0 COMPENSATION 2.1 License Fee. In exchange for the non-exclusive use of the License Areas pursuant to this License, Licensee shall pay the City the amount of $1.85 per transaction for each transaction occurring at the ATM's installed on the Licensed Areas. This license fee shall be paid from a portion of, not in addition to, any transaction convenience fee received by Licensee. However, should Licensee elect to not charge a transaction fee to cardholders of Licensee's bank or any other customer(s) of the ATM's, Licensee will nonetheless pay City the license fee for each transaction conducted at the ATM's. Transaction herein is defined as any withdrawal or any other sur-charge transactions. 2.2 Method of Pavment. Licensee shall be solely responsible for collecting all compensation from ATM's customers or their respective financial institutions. By no later than the twentieth (20*^) day of each month of the Term, including the twenty-fifth (25"^) of the month following termination of this License, Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding month, which payment shall be accompanied by an itemized statement showing the number of customer transactions completed from the ATM's. 2.3 Pavment Reports. By no later than April 30th of each year of the Term of this License, and including April 30th on the year following the termination of this License, Licensee shall provide audited financial statements, certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the ATM's under this License for the previous agreement year. Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment is confirmed by the City's Department of Finance. If an overpayment is discovered after termination of this License, City shall reimburse Licensee the amount of the overpayment within ten (10) business days of City's receipt of the audited statements. 2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to exceed Three Dollars and fifty cents ($3.50) to process a cash withdrawal of funds at the ATM's. Such convenience fee shall be payable from each cardholder's bank account. The transaction fee shall not assess against or charged the City. 3.0 TERM Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes described herein from January 4, 2019 through January 3, 2022 ("Term"). At the sole discretion of the City, this agreement may be extended for two additional one (1) year option periods. At the conclusion of this Term, unless this License has been extended by the parties by pursuant to a written agreement Licensee must remove the ATM's and surrender the License Areas pursuant to Subsection 5.1. 4.0 COORDINATION OF WORK 4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: Business Development Director, MobileMoney. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible, during the term of this License, for directing all activities of Licensee with respect to the ATM's. For purposes of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the express written approval of City. 4.2 Citv's Director of Aviation. The City's Director of Aviation, or the Director's designee, shall be responsible for the management of this License on behalf of the City. It shall be the Licensee's responsibility to ensure that the City's Director of Aviation is kept informed of all matters relating to the ATM's and the Licensee shall refer any decisions which must be made by City to the City's Director of Aviation. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City's Director of Aviation. The City's Director of Aviation shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this License. 4.3 License is Assignable. This License shall become effective immediately and is personal to the Licensee and may only be assigned with the express written consent of the City. Any attempt to otherwise assign this license without the City's express written consent shall be void and unenforceable and shall operate to immediately terminate this License Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth in this License. City shall have no voice in the selection, discharge, supervision, or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Licensee shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venturer or a member of any joint enterprise with Licensee. 5.0 PROPERTY RELATED ISSUES 5.1 Waste. Damaoe. or Destruction: Surrender of Propertv. The Licensee shall not allow any waste, damage, or destruction to occur in or to the Property or the License Areas. When this License terminates, upon such termination. Licensee, as its sole cost and expense, shall repair any waste, damage, or destruction and shall restore the License Areas to that condition existing prior to Licensee s use of the License Areas Should Licensee fail to vacate the License Areas in a clean and undamaged condition. City may arrange for the cleaning and/or repair of the License Areas, the cost of which will be immediately reimbursed by Licensee, and Licensee will be additionally penalized ONE THOUSAND DOLLARS ($1,000) per day, or portion thereof, that the License Areas is unavailable for its normal use or for the commencement of replacement services. 5.2 Waste Receptacle and Waste Removal. Licensee shall be required to have one permanent waste receptacle on the License Areas at all times. This requirement may be satisfied with a waste receptacle that is incorporated into the ATM's itself, or the waste receptacle may be a separate free standing object. Licensee shall have the sole obligation to maintain the License Areas, and adjacent property, free from all waste, including but not limited to ATM's receipts, which is generated in connection with the use of the ATM's. This obligation shall require Licensee to ensure that the waste receptacle is emptied on a regular basis at sufficient intervals to allow the waste receptacle to retain capacity for the disposal of additional waste. 5.3 Customer Service Help Line. Should Licensee desire to install a customer service help line at the ATM's, Licensee shall have the sole financial responsibility to operate, install, and maintain a telephone line to establish the help line. If City's assistance is necessary for the installation or maintenance of such line. City's costs shall be reimbursed by Licensee. 5.5 Modification of License Area. Any future modification of the License Areas which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written approval by the City. 6.0 INSURANCE AND INDEMNIFICATION 6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained: 6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an amount required by the laws of California and Employer's Liability Insurance in an amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all damages arising from each accident or occupational disease. 6.1.2 Commercial General Liabilitv.Commercial General Liability Insurance written on a per-occurrence and not a claims-made or modified occurrence basis with a combined single limit of at least ONE MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The policy must include Standard ISO CG0001 0196 Contractual Liability coverage, or its equivalent, and a Separation of Insured's clause. There shall be no exclusions for continuing or progressive losses not known by Licensee to exist prior to the policy inception. The policy may not contain any SIR/deductible exceeding $25,000 and the poiicy must permit satisfaction of the SIR/deductible by City or its related entities. Licensee agrees to maintain this coverage for a minimum of ten (10) years following termination of this License. 6.1.3 Automobile Liabilitv Insurance. A policy of comprehensive automobile liability insurance written on a per-occurrence basis in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit covering all owned, non-owned, leased, and hired vehicles used In connection with operations occurring on the Property. 6.1.4 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, property insurance, and fidelity insurance, as may be required by the nature of operations. 6.1.5 fiftneral Provisions. All of the foregoing policies of insurance shall name City and its affiliated entities, and their respective officers, directors, agents, and employees (collectively, City s Parties.") as an Additional Insured and shall be primary insurance and any insurance maintained by City shall be excess and non-contributing. Each insurer of Licensee shall waive all rights of contribution and subrogation against City's Parties and its respective insurers. Each of such policies of insurance shall name City's Parties. All policies of insurance required to be obtained by Licensee hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than A-, VII or better in Best's Insurance Guide. Prior to engaging in any operations hereunder. Licensee shall deliver to City certificate(s) of insurance with the required endorsements evidencing the coverages specified above Such policies shall not be cancelled or materially altered to the detriment of City or Licensee without the insurer providing City with thirty (30) days' advance written notice. City resei^es the right in its sole discretion, to require higher limits of liability coverage if, in City's opinion, operations by or on behalf of Licensee create higher than normal hazards and risks, and, to require Licensee to name additional parties in interest to be Additional Insured's. Nothing in this Section shall reduce Licensee s obligations as set forth in the Indemnity provisions of this License. 6.1.6 Waiver of Subrogation. Licensee hereby waives all rights of recovery by subrogation. This waiver includes but is not limited to deductible or self-insured retention clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, against City, and its elected officials, officers, directors, agents, and employees, in connection with any matters that are the subject of the License. 6 2 Indemnification bv Licensee. Licensee shall indemnify, defend (with counsel designated bv Citv) protect and hold harmless City, City's Parties and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirect from or In connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the License Areas, or (iii) the conduct of Licensee s business or any activity, work or things done, permitted or suffered by Licensee in or abo^ the Property, except to the extent caused by City's negligence or willful rnisconduct. The obligations of Licensee under this Article 6 shall survive the expiration or earlier termination of this License. Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the License Areas, Including, without limitation, injury to persons in, upon or about the Licen^ Areasduring Licensee's use of the License Areas, arising from any use of the ATMs or other a^^ivities ^ Licensee or Licensee's Parties on the License Areas. Licensee hereby waives a" claims «^rth rasped thereof against City. City shall not be liable for any injury to the License Areas, ATM s. or injury to or death of any of Licensee's Parties, or injury to the ATM's, or injury to or death of any other person in orS the License Areas from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties. 6.3 Asfiiimntion of All Risks and Liabilities. Licensee assumes all risks and liabilities arising out of any and all use of the License Areas by Licensee or Licensee's Parties. 7.0 REPORTS AND RECORDS 7 1 Reports Licensee shall periodically prepare and submit to the City's Diredor of Aviation such reports concerning the use of the ATM's as the City's Director of Aviation shall require. 7.2 Records. Licensee shall keep, and require subcontradors to keep, such books and records as shall be necessary to perform the services required by this License and enable the City's Director of Aviation to evaluate the performance of such services. The City's Director of Aviation shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Licensee, its employees, subcontractors and agents in the performance of this License shall be the property of City and shall be delivered to City upon request of the City's Director of Aviation or upon the termination of this License, and Licensee shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Licensee will be at the City's sole risk and without liability to Licensee, and the City shall indemnify the Licensee for all damages resulting therefrom. Licensee may retain copies of such documents for its own use. Licensee shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Licensee fails to secure such assignment, Licensee shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Licensee in the performance of services under this License shall not be released publicly without the prior written approval of the City's Director of Aviation. 8.0 ENFORCEMENT OF LICENSE 8.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 8.2 Comoliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered. 8.3 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 8.4 Severabilitv. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby. 8.5 Termination Prior to Exoiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by the City's Director of Aviation. The parties further agree that if Licensee: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is approached for Licensee or its business during the Term of this License, City may terminate this License upon twenty-four (24) hours' written notice to Licensee. In addition. Licensee reserves the right to terminate this License at any time. with or without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of termination during the Term, Licensee shall immediately cease the operation of the ATM's, and shall clean, repair and vacate the License Areas. 8.6 Termination for Default. If termination is due to the failure of Licensee to fulfill its obligations under this License, including but not limited to the provisions of Section 10 of this License, City may give Licensee thirty (30) days' written notice of the termination and the reasons therefore to Licensee. Licensee may be found to be in default for Licensee's failure to comply with any term or condition of this License, to acquire and maintain all required insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing under this License. Upon termination under this provision, all goods, materials, documents, data and reports prepared by Licensee under this License shall become the property and be delivered to the City on demand. The City may, upon termination of this License, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this License. 8.7 Attornev's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with this License, the prevailing party in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs. 9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 Non-liabilitv of Citv Officers and Emolovees. No officer or employee of the City shall be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Licensee or to its successor, or for breach of any obligation of the terms of this License. 9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Licensee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this License. 9.3 Covenant Against Discrimination: In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. Licensee covenants that, by and for itself, its heirs, executors, assigns, and ail persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this License. Licensee shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.4 Americans With Disabilities Act. In its operation and maintenance of the ATM's, Licensee shall comply with the Americans with Disabilities Act and all federal regulations applicable under the Act. 10.0 FAA REQUIRED PROVISIONS 10.1 Airport Concession Disadvantaaed Business Enterprise (ACDBE) This license agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. 10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this License, City shall have the right to terminate the License and to reenter and repossess the License Areas and the facilities thereon and hold the same as if said License had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, and Part 23 are followed and completed, including the expiration of any appeal rights. 10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Licensee may be aliowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non- compliance with this provision shail constitute a material breach of this License and in the event of such non-compliance. City shail have the right to terminate this License and any interest in property created without liability or at the election of the City or the United States either or both Governments shall have the right to judicially enforce this provision. 10.4 Licensee agrees that it shall insert the above three provisions in any agreement or contract by which Licensee grants a right or privilege to any person, partnership, or corporation to render services to the public on the Lease Areas pursuant to this License. Nothing in this provision shall be construed as waiving any obligations or requirements of the Licensee pursuant to Subsection 4.3 of this License or abrogate the rights of the City pursuant to such subsection. 10.5 The License shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the Untied States relative to the development, operation, or maintenance of the Property. 10.6 This License, and ali provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of the Property by the United States during a time of war or national emergency. 11.0 MISCELLANEOUS PROVISiONS 11.1 Headings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License. 11.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. 11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this License. 11.4 California Law. This License shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this License shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Licensee covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 11.5 Disputes. In the event of any dispute arising under this License, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this License for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Licensee's right to terminate this License without cause pursuant to Subsection 8.5. 11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this License, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 11.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this License, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this License. 11.8 Reservation of Citv Rights. City reserves the right, but shall not be obligated to Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further reserves the right to direct and control all activities of Licensee consistent with the provisions of this License. 11.9 Interoretation. The terms of this License shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this License or any other rule of construction which might otherwise apply. 11.10 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this License and this License supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this License. This License may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.11 Corporate Authority. The persons executing this License on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this License on behalf of said party, (iii) by so executing this License, such party is formally bound to the provisions of this License, and (iv) the entering into this License does not violate any provision of any other License to which said party is bound. 11.12 Notice. Any notice required or permitted to be given hereunder shall be In writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom It is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: City of Palm Springs Department of Aviation Palm Springs International Airport 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Licensee: MobileMoney, Inc. 941 Calle Negocio San Clemente, CA 92673 (SIGNATURES ON FOLLOWING PAGE) IN WITNESS WHEREOF, the City and the Consultant have caused this Amendment No. 4 to be executed the day and year first above written. ATTEST: CITY OF PALM SPRINGS, OA City Clerk Date: 1 CONTENTS APPROVED: Date: David H. City Manager I APPROVED AS TO FORM: Edward Z. KotI City Attorney Date:AH 11 ATM Provider: Name: Tom Settles APPROVED BY CITY COUNCIL: Date: ^reemen't No. Address: MobileMoney, Inc. 941 Calle Negocio San Clemente, CA 92673 By: Name:. Title: Signature (notarized) By ignature (notarized) Name: Title: CAUFORNIA ALL^RI>OSE ACKNOWLEDaUEHT CIVIL CODE §1189 A nctaiy public or oiher dlic6r cccnpSeting itiia cerSicste vefiSss on^ tiw idan% of die individua] uiio signed the document to which this ceitiBcatB is attached, and not du truthfufness. accuracy, or vaE(% of that documtiL State of Oafifor^Cotintyof OytAV\{^\L/ On Data personally appeared . before me. IY , ~ HOFB tnsen NBmo a \M\LUc\yv^ Joftn Uvmrn. Nol-^irvi public Here Insert Name and Titie of the Offisef NamefaJ o/ Siigner{bJ wiK> proved to me on the tiasis of satisfsctoiy evidence to t>e the person(s) wttose name{s) ia/are eutisciibed to the wittun inatniment and acknowledged to me that he^he/ih^ executed ttie same in hiaAier/Uiea' authorized capaciiy(^). and that fay his/her/dieir s<gnature(s) on the inatrument the per3on(^. or the entity upon tietiatf of wtuch the personfs) stcted. executed the ir^rument. JEAN GUZMAN Commission No. 2235S56 NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY MyCenm. Ejcpkm MARCH 24. 2022 I certify under PENALTY OF PEFUURY under the laws of the State of Califomta that the foregoing paragraph is true and correct. WITNESS my I i and official seal. Signature. Signature Df/wtiuy Pubfic Place Notary Seal Above OPTIOUAL Though this secSon la optibna/, completmg this rnib/maffon can deter aHersiion of the dooument or tnautbdent neaffachmenf of this form to an uninianded ttocument Descripfion of Attached Do Utie or of Document i Numtier of Pages: t 8«gner(a). Snnerfa) Ottier Than Named A Document Date: Atiove: Capacfty(iea) Cfaj Signer'a Name:^ J^Goqxirate Officer — T^(8) □ Partner — □ Limited □ General □ Indh/idu^ □ Attorney in Fact □ Truatee □ Guardian or Oonsarvator □ Othen Mi ^Signer'a Name: 111 □ Oorporate Officer — Taie(s): Signer la Repreaenting:\(L □ Partner — □ Limited □ General □ Ind'ividuai □ Attorney in Fact □ Trustee □ Guardian or Conaervator □ Other Signer Is Ftepresereting: G2014 Nationafl Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Itom $5907 EXHIBIT "A" SCOPE OF LICENSE Licensee agrees to provide the following services: A. The Licensee shall be required to provide, install, operate, and continuously maintain in proper operating condition, at its own expense, three (3) AIM'S in the locations set forth in the attached Exhibit "B", the exact location of which will be subject to the approval of the City's Director of Aviation. B. An ATM is defined for purposes herein as an electro-mechanical device, owned, operated, and maintained by the Licensee, and used by its customers (cardholders having accounts with the Licensee or cardholders having accounts with other financial institutions which entitles them access) for the purpose of executing banking-related transactions solely between the Licensee and its customers on an automated basis. 0. AIM'S utilized by the Licensee during the term of the License must be new and shall present a "First-class" appearance, technologically state of the art upon introduction into service, and compatible with any space limitations of the Premises. Licensee is encouraged to propose utilization of equipment incorporating advanced design/customer service options (such as 24-hour customer service telephone, audible instructions, multi-lingual display, recessed keyboard, protruding writing ledge, camera providing photographic record of each transaction or constant monitoring, dial back-up, privacy screen, light compensating screen and touch-screen display). D. All AIM'S must, at a minimum be: 1) equipped with internal diagnostic equipment to electronically signal Licensee of malfunctions that have or may cause the AIM'S to become inoperative (such as card jam, equipment failure, cash dispensing problems, possible vandalism, electrical overloads, communication breakdown, or an out-of-stock condition; 2) equipped with a placard providing telephone numbers of Licensee's 24 hour customer service department for use by card holders experiencing difficulty: 3) available for use and operational on a 24-hour per day basis throughout the term of the Agreement; 4) equipped with a paper waste receptacle; and 5) designed to minimize glare and allow the user a feeling of privacy. E. Licensee shall have the nonexclusive right, privilege and obligation to install, operate and maintain (within the Airport) AIM's. F. For the purpose of operating the License as described herein, and for no other purpose, the City will allow the selected Licensee, its employees, subcontractors, suppliers, service persons, licensees, guests, patrons, and invitees the right to use the areas of the Airport specified herein, including the necessary rights of access and ingress and egress from the Premises. G. Title to the AIM's equipment shall remain with the selected Licensee. H. Licensee shall perform all alteration work necessary for the installation of its AIM'S at no cost to the City and subject to the indemnification clause at Article 6.0. I. The City will pay all utility costs related to the services provided Licensee by under the License except telephone or any other telecommunications charges in connection with operation of the ATM's. J. Service and maintenance of the ATM's are as follows; (i) Any and all first line maintenance to be provided at Bank's sole expense. (ii) Cash replenishment to be provided by Bank on an as-needed basis. (ill) ATM's hardware maintenance to be supplied by Bank at Bank's sole expense. (iv) City shall provide for required electrical power lines and usage, as well as telephone line and usage for ATM's. K. Bank agrees to provide normal and reasonable maintenance to the equipment provided for in this License. Bank agrees to take reasonable steps to repair malfunction(s) within 24 hours. L. In the event the City requires the ATM's to be moved after the initial installation, all costs associated with such move shall be paid by the City. M. By no later than June, 30 of each year of the term of this License, and including June 30 on the year following the termination of this License, Licensee shall provide a financial statement audited and certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the ATM's under this Agreement Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment in confirmed by the Director of Aviation. N. Criminal History Records Check (CHRC): The Licensee will be required to submit to the AIRPORT, prior to commencing work in accordance with this License, a letter authorizing specific Licensee representatives to approve the issuance of Airport Identification badges and the processing of a fingerprint based Criminal History Records Check (CHRC) and/or an employment history verification. Each of the Licensee's employees or representatives requiring unescorted access to restricted areas of the Airport will be required to successfully complete a Criminal History Records Check (CHRC) in accordance with 49 CFR Part 1542. Employment history verification records and/or CHRC results must be made available to the AIRPORT, the Transportation Security Administration (TSA) and/or Federal Aviation Administration (FAA) immediately upon request. 1. Under certain circumstances, and out of control of the Airport, security measures may change on short notice. No deviations from any security measure shall be allowed at any time. 2. All Licensee personnel requiring unescorted access to restricted areas of the Airport, prior to the issuance of an Airport Identification badge, must successfully complete a fingerprint based Criminal History Records Check (CHRC). In accordance with CFR 49 1542.209, the CHRC must disclose that the applicant has not been convicted, or found not guilty by reason of insanity, of any of the disqualifying crimes listed below or as stated in 49 CFR 1542.209, during the 10 years before the date of the individual's application for unescorted access authority, or while the individual has unescorted access authority. The disqualifying criminal offenses are as follows: a. Forgery of certificates, false marking of aircraft, and other aircraft registration violation: 49 U.S.C. 46306. b. Interference with air navigation; 49 U.S.C. 46308. c. Improper transportation of a hazardous material; 49 U.S.C. 46312. d. Aircraft piracy; 49 U.S.C. 46502. e. Interference with flight crew members or flight attendants; 49 U.S.C. 46504. f. Commission of certain crimes aboard aircraft in flight; 49 U.S.C. 46506. g. Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46505. h. Conveying false information and threats; 49 U.S.C. 46507. i. Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b). j. Lighting violations involving transporting controlled substances; 49 U.S.C. 46315. k. Unlawful entry into an aircraft or airport area that serves air^ carriers or foreign air carriers contrary to established security requirements; 49 U.S.C. 46314. I. Destruction of an aircraft or aircraft facility; 18 U.S.C. 32. m. Murder. n. Assault with intent to murder. 0. Espionage, p. Sedition. q. Kidnapping or hostage taking, r. Treason. s. Rape or aggravated sexual abuse. t. Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon, u. Extortion. V. Armed or felony unarmed robbery. w. Distribution of, or intent to distribute, a controlled substance. X. Felony arson, y. Felony involving a threat, z. Felony involving- (1) Willful destruction of property: (2) Importation or manufacture of a controlled substance; (3) Burglary; (4) Theft; (5) Dishonesty, fraud, or misrepresentation; (6) Possession or distribution of stolen property; (7) Aggravated assault; (8) Bribery; or (9) Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year. aa. Violence at international airports; 18 U.S.C. 37. bb. Conspiracy or attempt to commit any of the criminal acts listed in this paragraph (d). 3. The AIRPORT utilizes an electronic fingerprint machine, which will be utilized for the taking and submission of fingerprints. 4. Generally, CHRC results are returned to the AIRPORT from the TSA within 3-5 business days. O. Employee Security Badges 1. All Licensee personnel who will be performing guard services must obtain, and conspicuously display on their person at all times when they are on duty at the Airport, an Airport issued security identification badge. 2. The appropriate badge may be obtained at the Airport Operations Center located in the terminal building. The cost for each identification badge, CHRC and stolen and/or lost identification badges are delineated in the City's Comprehensive Fee Schedule. 3. All badges are to be returned to the Airport when the services are no longer required. 4. In order to obtain a Secured Area identification badge, each Licensee employee must have satisfactorily completed the aforementioned CHRC and successfully completed a required 2 hour training class on airport security. Attendance of the class and subsequent issuance of the security identification badge may take longer than 3 hours per person. a. SI DA training will be provided by the Airport and will be scheduled at a mutually agreeable time to the Licensee and the Airport. p. Armored Car Service 1. The Licensee armored car service will be required to submit to the AIRPORT, prior to commencing work in accordance with this License, a Representative Identification List of all armed couriers and maintenance technicians that will need access to a restricted area. Armed personnel will be escorted by an Airport Law Enforcement Officer at all times they are in an Airport restricted area. 2. The Licensee's armored car service will be required to submit to the AIRPORT, prior to commencing work in accordance with this agreement, a copy of the service's current Firearms Policy. Said policy shall be approved by the Airport prior to the start-up of service. 3. The Licensee's armored car service shall comply, at all times, with the service's Firearms Policy, all local rules and regulations, and all federal guidelines and regulations regarding the carrying of firearms at the Airport. Q. Installation of all ATM's shall be completed within 30 days of the effective date of this License. At least three (3) days before Licensee installs the ATM's, Licensee shall first contact the City's Director of Aviation to coordinate a convenient time and date install the machines. Licensee warrants that the installation of the ATM's shall be performed in no more than two (2) consecutive days. Licensee shall assure that all such work is performed in a manner so as to minimize any disruptions or interference of Airport operations, including but not limited to, Airport pedestrian traffic. Licensee shall further assure that any work performed hereunder shall be in a competent, professional and clean manner. Licensee shall completely clean all construction equipment and materials upon completion of the work. Service and maintenance of the ATM's shall be conducted on an as-needed basis. om:Rosanne S Land FaxlD:Johnson Insurance Date: 10/29/2018 2:09:19 PM Paae:2 of 2 MOBIINC-01 CERTIFICATE OF LIABILITY INSURANCE RLAND DATE (MM/DOnrYYY) 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 poiicy(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 iieu of such endorsementfs). PRODUCB) Johnson insurance Arizona 3131 E Cameiback Rd Ste 100 Phoenix, AZ 85016 wc.'no. Ext): (800) 776-7055 no):{877) 254-8586 Mss: lnfo@johnsonlns.com INSURERfSI AFFORDING COVERAGE NAIC» INSURER A: Travelers Insurance INSURED MobiieMoney Inc 941 Caiie Negocio San Clemente, CA 92673 INSURERS;AIG Speclaltv Insurance Company 26883 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR JJB.TYPE OF INSURANCE ADDL |,INSP. SUBR POLICY NUMBER POUCY EPF POUCY EXP (MMIDD/YYYYl UMITS COMMERCIAL GENERAL UABILITY CLAIMS-MADE | X | OCCUR EACH OCCURRENCE 630-2L621321-TCT.18 10/27/2018 10/27/2019 DAMAGE TO RENTED PREMISES (Ea.offiwrrenco)., MED EXP (Any one pefson) PERSONAL & AOV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: POLICY □ m 1X1 LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG OTHER: 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 AUTOMOBILE LIABILITY X ANY AUTO COMBINED SINGLE LIMIT<Ea aeckjnntl .1,000,000 OWNED AUTOS ONLY a{S^ only 810-2L596516-TIL-18 10/27/2018 10/27/2019 SCHEDULED AUTOS NQN-OWNEDAUTOS ONLY $1,000 Ded BODILY INJURY (Per oereonl BODILY INJURY (Per acddentl PROPERTY DAMAGEPer accident) UMBRELLA UAB EXCESS UAB DED RETENTION $ OCCUR CLAIMS-MAOE 0 CUP-2L623025-18-14 10/27/2018 10/27/2019 EACH OCCURRENCE 1,000,000 AGGREGATE 1,000,000 B WORKERS COMPENSATION AND EMPLOYERS' UABILITY ANY PROPRIETORA'ARTNEIUEXECLmVE OFFCER/MEMBER EXCLUDED?(Mandatoryln NH) If yes. describe under DESCRIPTION OF OPERATIONS below Y/N N/A WC009891407 & 408 06/03/2018 06/03/2019 Y PER^ STATLTTE.OTH- .EB™ e.L. BACH ACCIDENT 1,000,000 E.L. DISEASE • EA EMPLOYEE 1,000,000 E.L. DISEASE • POLICY LIMFT 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICL£S (ACORD101, AddlUond Remarks Scfiedute, may be attached If more space is required)City Palm Springs and its affiliated entities, and their respective officers, directors, agents, and employees (coilectiveiy, "City's Parties") are named as anAdditional (nsured. Insurance isjrimary and non-contributory. Waiver of subrooatiiy is included. 30 Day notice of cancellation applies except 10 days fornon-payment of premium. Shoula any or tncpoiicies be cancelled before the expiraOon date thereof, the issuing cocompany will mail 30 days written notice tthe certificate holder named except for non-payment of premium.o CERTIFICATE HOLDER CANCELLATION City of Palm Springs, a charter city and California municipal corporation 3400 East Tahquitz Canyon Way Palm Springs, OA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AirrKORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LiABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED - (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to inciude as an additional insured on this Cover age Part but: a) Only with respect to liability for "bodily injury", "property damage" or "personai injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not quaiify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additionai insured by this endorsement is iimited as foiiows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in surance provided to the additional insured shali be limited to the limits of liabiiity re quired by that "written contract requiring in surance". This endorsement shail not in crease the iimits of insurance described in Section III - Limits Of Insurance. b) The insurance provided to the additionai in sured does not apply to "bodily injury", "prop erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw ings, opinions, reports, surveys, field or ders or change orders, or the preparing, approving, or faiiing to prepare or ap prove, drawings and specifications; and ii. Supervisory, inspection, architecturai or engineering activities. 3. 4. c) The insurance provided to the additionai in sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-compieted op erations hazard" unless the "written contract requiring insurance" specificaily requires you to provide such coverage for that additionai insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc curs before the end of the period of time for which the "written contract requiring insur ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The insurance provided to the additional insured by this endorsement is excess over any vaiid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance appiy on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additionai insured by this endorsement still is excess over any valid and coiiectibie "other in surance", whether primary, excess, contingent or on any other basis, that is available to the addi tional insured when that person or organization is an additional insured under such "other insur ance". As a condition of coverage provided to the additional insured by this endorsement: a) The additionai insured must give us written notice as soon as practicable of an "occur rence" or an offense which may result in a claim. To the extent possible, such notice should include: CO D2 46 08 05 ©2005 The St. Paul Travelers Companies, Inc.Page 1 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LiABILiTY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con tract or written agreement that the insurance pro vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur ance is primary to other insurance that is avail able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The fi rst Subparagraph (2) of Paragraph b. Ex cess Insurance regarding any other primary in surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St Paul Travelers Companies, Inc. All rights reserved.Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the foilowing: BUSiNESS AUTO COVERAGE FORM PROVISIONS 1. The foilowing is added to Paragraph A.1.C., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the fi rst named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CAT4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 om:Rosanne S Land FaxlD;Johnson Insurance Date:7/6/2018 5:14:26 PM Paae;21 of21 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date Is indicated below. (The rollawing "altaolitng dauae" n^ad be complaldd only when this endorsement is issued subseriueni to preparation of the policy). This endorsement, effective 12:01 AM 6/3/2018 forms a part of Policy No, WC 009-69-IA07 Issued to MOB ILEMONEY, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2.00 % of the total estlrriated workers compensation premium for this policy. WC 04 03 61 Countersigned by (Ed. 11/90) Authorized Representative LICENSE AGREEMENT FOR MOBILEMONEY AUTOMATED TELLER MACHINE (Palm Springs International Airport) THIS LICENSE AGREEMENT ("License') is made and entered into, to be effective the^^^ay of January, 2019, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and MobileMoney Inc., a California Corporation ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties." RECITALS A. City is the fee owner of that real property known as the Palm Springs International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs, California ("Property"). B. The Property consists of an international airport terminal and adjacent buildings. C. City believes that travelers and visitors using the City's airport terminal and related facilities would benefit from the convenience and accessibility of automated teller machines (ATM's") located within the Property. D. Licensee is desiring to operate three (3) ATM's within the Property. E. Pursuant to a request for proposals, City has selected Licensee to install, maintain, and operate ATM's, as described in the Scope of License (Exhibit 'A" to this License), within the airport terminal of the Property. NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows: 1.0 SERVICES OF LICENSEE 1.1 Grant of Access. City hereby grants to Licensee, its employees and agents, a non-exclusive license and permission to enter upon and use a portion of the Property ("License Area") for the limited purposes of operating ATM's. A site plan for the Property depicting the License Areas, as well as the approximate location for the ATM's, is attached to this License as Exhibit "B". The License granted herein shall be valid for the term set forth below only. Licensee expressly acknowledges that this License is nonexclusive and nothing in this License shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a). Licensee further acknowledges that the City operates a commercial and public airport on the Property, such that City's employees, agents, tenants, and the general public, including the traveling public and users of commercial airline services may also access the License Areas. For the purpose of this License, the term "Licensee" includes the heirs, representatives, successors in interest, and assigns of Licensee. 1.2 General Scope of Use. Pursuant to this License and for the term provided in this License, Licensee may use the License Areas to install, maintain, and operate a general ATM kiosk, as provided in the Scope of License. The final design of the ATM kiosk, the precise location of the ATM kiosk, and manner in which the ATM kiosk will be installed and maintained are subject to the review and approval by the City's Director of Aviation prior to installation of the ATM kiosk. Licensee may not use the ATM's to advertise for other businesses or events; however. Licensee may have one sign on the ATM's identifying Licensee as the operator of the ATM's. The ATM's shall not incorporate features to attract members of the public for purposes other than the use of the ATM's. 1.3 Preparation of the License Areas. 1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has thoroughly investigated and considered the Scope of License and all work and requirements specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully considered how the Scope of License and the work and requirements should be performed and provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not limited to all requirements of the federal government) attending performance of the Scope of License and the work and requirements under this License. Licensee has fully investigated the License Areas and is fully acquainted with the conditions existing in the License Areas. Should the Licensee discover any latent or unknown conditions which will materially affect the performance of the Scope of License, Licensee shall immediately inform the City's Director of Aviation of such fact and shall not proceed except at Licensee's risk until written instructions are received from the City's Director of Aviation. 1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee shall reimburse the City for any costs the City incurs in preparing the License Areas for use by the Licensee, including any arrangement or work performed to provide electrical power and telephone service to the License Areas accessible to the ATM kiosk location. The ATM kiosk shall not be installed or placed into operation until the City has been fully reimbursed its costs as provided in this Subsection. 1.4 Regulations. Licensee shall ensure that the use of the License Areas by Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the Term comply with all federal, state, and local laws and ordinances. 1.5 Licenses. Permits. Fees, and Assessments. Licensee shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this License. Licensee shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. 1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all sales and use taxes relating to any taxable transactions in connection with the operation of the ATM's. 1.5.2 Real Prooertv Taxes. The parties expressly acknowledge that, as a result of this License, the License Areas may become subject to real property taxes and that, in addition to the License Fee, Licensee shall pay any and all annual real estate taxes and assessments levied upon the License Areas (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill from City, whichever is later. 1.6 Licensee's Proposal. The Scope of License shall include the Licensee's proposal, "Exhibit C" to this Agreement. In the event of any inconsistency between the terms of such proposal and this License, the terms of this License shall govern. In the event of any inconsistency with the terms of Exhibit "C" and Exhibit "A", the terms of Exhibit "A" shall govern. 1.7 SECURITY 1.7.1 General. The parties acknowledge that the security of the public, the License Areas, and the ATM's is a priority. For this reason. Licensee shall implement safeguards to minimize security breaches. The ATM's shall be appropriately affixed to the floor of the License Areas in the manner provided in the Scope of License. An internal camera in the ATM's shall capture the physical image of all ATM users, which may be used in the event of a dispute, theft, or fraud. 1.7.2 Armored Courier. At all times during the term of this License, Licensee shall maintain an agreement with an armored and bonded courier to provide service to the ATM's for cash fills, balancing, supply replenishment, and similar matters. Licensee shall schedule cash fills either weekly or bi-weekly, depending upon the need for cash. Licensee shall be responsible for securing such security clearances as the federal government may require for such courier to have access to the License Areas. 1.7.3. Additional Securitv. Licensee shall be solely responsible for the cost of any additional security deemed necessary in connection with the ATM's. 1.8 Maintenance. Licensee shall maintain the ATM's and all utilities providing services to the ATM's in a first class condition, as needed or as may be directed by the City's Director of Aviation, at Licensee's sole cost and expense. When utility maintenance is required. Licensee shall so notify the City's Director of Aviation and City shall, in conjunction with any applicable utility company, make the necessary repairs. Any costs incurred by City in connection with such repair of utilities for the ATM's shall be reimbursed by Licensee. As further discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License Areas and adjacent property free from waste, such as ATM's receipts, which may be generated in connection with the use of the ATM's. 1.9 Free From Liens. Licensee shall keep the Property and the License Areas free from any liens arising out of any work performed, material furnished, or obligation incurred by Licensee or alleged to have been incurred by Licensee. 2.0 COMPENSATION 2.1 License Fee. In exchange for the non-exclusive use of the License Areas pursuant to this License, Licensee shall pay the City the amount of $1.85 per transaction for each transaction occurring at the ATM's installed on the Licensed Areas. This license fee shall be paid from a portion of, not in addition to, any transaction convenience fee received by Licensee. However, should Licensee elect to not charge a transaction fee to cardholders of Licensee's bank or any other customer(s) of the ATM's, Licensee will nonetheless pay City the license fee for each transaction conducted at the ATM's. Transaction herein is defined as any withdrawal or any other sur-charge transactions. 2.2 Method of Pavment. Licensee shall be solely responsible for collecting all compensation from ATM's customers or their respective financial institutions. By no later than the twentieth (20*^) day of each month of the Term, including the twenty-fifth (25"^) of the month following termination of this License, Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding month, which payment shall be accompanied by an itemized statement showing the number of customer transactions completed from the ATM's. 2.3 Pavment Reports. By no later than April 30th of each year of the Term of this License, and including April 30th on the year following the termination of this License, Licensee shall provide audited financial statements, certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the ATM's under this License for the previous agreement year. Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment is confirmed by the City's Department of Finance. If an overpayment is discovered after termination of this License, City shall reimburse Licensee the amount of the overpayment within ten (10) business days of City's receipt of the audited statements. 2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to exceed Three Dollars and fifty cents ($3.50) to process a cash withdrawal of funds at the ATM's. Such convenience fee shall be payable from each cardholder's bank account. The transaction fee shall not assess against or charged the City. 3.0 TERM Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes described herein from January 4, 2019 through January 3, 2022 ("Term"). At the sole discretion of the City, this agreement may be extended for two additional one (1) year option periods. At the conclusion of this Term, unless this License has been extended by the parties by pursuant to a written agreement Licensee must remove the ATM's and surrender the License Areas pursuant to Subsection 5.1. 4.0 COORDINATION OF WORK 4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: Business Development Director, MobileMoney. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible, during the term of this License, for directing all activities of Licensee with respect to the ATM's. For purposes of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the express written approval of City. 4.2 Citv's Director of Aviation. The City's Director of Aviation, or the Director's designee, shall be responsible for the management of this License on behalf of the City. It shall be the Licensee's responsibility to ensure that the City's Director of Aviation is kept informed of all matters relating to the ATM's and the Licensee shall refer any decisions which must be made by City to the City's Director of Aviation. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City's Director of Aviation. The City's Director of Aviation shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this License. 4.3 License is Assignable. This License shall become effective immediately and is personal to the Licensee and may only be assigned with the express written consent of the City. Any attempt to otherwise assign this license without the City's express written consent shall be void and unenforceable and shall operate to immediately terminate this License Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth in this License. City shall have no voice in the selection, discharge, supervision, or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Licensee shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venturer or a member of any joint enterprise with Licensee. 5.0 PROPERTY RELATED ISSUES 5.1 Waste. Damaoe. or Destruction: Surrender of Propertv. The Licensee shall not allow any waste, damage, or destruction to occur in or to the Property or the License Areas. When this License terminates, upon such termination. Licensee, as its sole cost and expense, shall repair any waste, damage, or destruction and shall restore the License Areas to that condition existing prior to Licensee s use of the License Areas Should Licensee fail to vacate the License Areas in a clean and undamaged condition. City may arrange for the cleaning and/or repair of the License Areas, the cost of which will be immediately reimbursed by Licensee, and Licensee will be additionally penalized ONE THOUSAND DOLLARS ($1,000) per day, or portion thereof, that the License Areas is unavailable for its normal use or for the commencement of replacement services. 5.2 Waste Receptacle and Waste Removal. Licensee shall be required to have one permanent waste receptacle on the License Areas at all times. This requirement may be satisfied with a waste receptacle that is incorporated into the ATM's itself, or the waste receptacle may be a separate free standing object. Licensee shall have the sole obligation to maintain the License Areas, and adjacent property, free from all waste, including but not limited to ATM's receipts, which is generated in connection with the use of the ATM's. This obligation shall require Licensee to ensure that the waste receptacle is emptied on a regular basis at sufficient intervals to allow the waste receptacle to retain capacity for the disposal of additional waste. 5.3 Customer Service Help Line. Should Licensee desire to install a customer service help line at the ATM's, Licensee shall have the sole financial responsibility to operate, install, and maintain a telephone line to establish the help line. If City's assistance is necessary for the installation or maintenance of such line. City's costs shall be reimbursed by Licensee. 5.5 Modification of License Area. Any future modification of the License Areas which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written approval by the City. 6.0 INSURANCE AND INDEMNIFICATION 6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained: 6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an amount required by the laws of California and Employer's Liability Insurance in an amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all damages arising from each accident or occupational disease. 6.1.2 Commercial General Liabilitv.Commercial General Liability Insurance written on a per-occurrence and not a claims-made or modified occurrence basis with a combined single limit of at least ONE MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The policy must include Standard ISO CG0001 0196 Contractual Liability coverage, or its equivalent, and a Separation of Insured's clause. There shall be no exclusions for continuing or progressive losses not known by Licensee to exist prior to the policy inception. The policy may not contain any SIR/deductible exceeding $25,000 and the poiicy must permit satisfaction of the SIR/deductible by City or its related entities. Licensee agrees to maintain this coverage for a minimum of ten (10) years following termination of this License. 6.1.3 Automobile Liabilitv Insurance. A policy of comprehensive automobile liability insurance written on a per-occurrence basis in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit covering all owned, non-owned, leased, and hired vehicles used In connection with operations occurring on the Property. 6.1.4 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, property insurance, and fidelity insurance, as may be required by the nature of operations. 6.1.5 fiftneral Provisions. All of the foregoing policies of insurance shall name City and its affiliated entities, and their respective officers, directors, agents, and employees (collectively, City s Parties.") as an Additional Insured and shall be primary insurance and any insurance maintained by City shall be excess and non-contributing. Each insurer of Licensee shall waive all rights of contribution and subrogation against City's Parties and its respective insurers. Each of such policies of insurance shall name City's Parties. All policies of insurance required to be obtained by Licensee hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than A-, VII or better in Best's Insurance Guide. Prior to engaging in any operations hereunder. Licensee shall deliver to City certificate(s) of insurance with the required endorsements evidencing the coverages specified above Such policies shall not be cancelled or materially altered to the detriment of City or Licensee without the insurer providing City with thirty (30) days' advance written notice. City resei^es the right in its sole discretion, to require higher limits of liability coverage if, in City's opinion, operations by or on behalf of Licensee create higher than normal hazards and risks, and, to require Licensee to name additional parties in interest to be Additional Insured's. Nothing in this Section shall reduce Licensee s obligations as set forth in the Indemnity provisions of this License. 6.1.6 Waiver of Subrogation. Licensee hereby waives all rights of recovery by subrogation. This waiver includes but is not limited to deductible or self-insured retention clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, against City, and its elected officials, officers, directors, agents, and employees, in connection with any matters that are the subject of the License. 6 2 Indemnification bv Licensee. Licensee shall indemnify, defend (with counsel designated bv Citv) protect and hold harmless City, City's Parties and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirect from or In connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the License Areas, or (iii) the conduct of Licensee s business or any activity, work or things done, permitted or suffered by Licensee in or abo^ the Property, except to the extent caused by City's negligence or willful rnisconduct. The obligations of Licensee under this Article 6 shall survive the expiration or earlier termination of this License. Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the License Areas, Including, without limitation, injury to persons in, upon or about the Licen^ Areasduring Licensee's use of the License Areas, arising from any use of the ATMs or other a^^ivities ^ Licensee or Licensee's Parties on the License Areas. Licensee hereby waives a" claims «^rth rasped thereof against City. City shall not be liable for any injury to the License Areas, ATM s. or injury to or death of any of Licensee's Parties, or injury to the ATM's, or injury to or death of any other person in orS the License Areas from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties. 6.3 Asfiiimntion of All Risks and Liabilities. Licensee assumes all risks and liabilities arising out of any and all use of the License Areas by Licensee or Licensee's Parties. 7.0 REPORTS AND RECORDS 7 1 Reports Licensee shall periodically prepare and submit to the City's Diredor of Aviation such reports concerning the use of the ATM's as the City's Director of Aviation shall require. 7.2 Records. Licensee shall keep, and require subcontradors to keep, such books and records as shall be necessary to perform the services required by this License and enable the City's Director of Aviation to evaluate the performance of such services. The City's Director of Aviation shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Licensee, its employees, subcontractors and agents in the performance of this License shall be the property of City and shall be delivered to City upon request of the City's Director of Aviation or upon the termination of this License, and Licensee shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Licensee will be at the City's sole risk and without liability to Licensee, and the City shall indemnify the Licensee for all damages resulting therefrom. Licensee may retain copies of such documents for its own use. Licensee shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Licensee fails to secure such assignment, Licensee shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Licensee in the performance of services under this License shall not be released publicly without the prior written approval of the City's Director of Aviation. 8.0 ENFORCEMENT OF LICENSE 8.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 8.2 Comoliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered. 8.3 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 8.4 Severabilitv. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby. 8.5 Termination Prior to Exoiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by the City's Director of Aviation. The parties further agree that if Licensee: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is approached for Licensee or its business during the Term of this License, City may terminate this License upon twenty-four (24) hours' written notice to Licensee. In addition. Licensee reserves the right to terminate this License at any time. with or without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of termination during the Term, Licensee shall immediately cease the operation of the ATM's, and shall clean, repair and vacate the License Areas. 8.6 Termination for Default. If termination is due to the failure of Licensee to fulfill its obligations under this License, including but not limited to the provisions of Section 10 of this License, City may give Licensee thirty (30) days' written notice of the termination and the reasons therefore to Licensee. Licensee may be found to be in default for Licensee's failure to comply with any term or condition of this License, to acquire and maintain all required insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing under this License. Upon termination under this provision, all goods, materials, documents, data and reports prepared by Licensee under this License shall become the property and be delivered to the City on demand. The City may, upon termination of this License, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this License. 8.7 Attornev's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with this License, the prevailing party in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs. 9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 Non-liabilitv of Citv Officers and Emolovees. No officer or employee of the City shall be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Licensee or to its successor, or for breach of any obligation of the terms of this License. 9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Licensee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this License. 9.3 Covenant Against Discrimination: In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. Licensee covenants that, by and for itself, its heirs, executors, assigns, and ail persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this License. Licensee shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.4 Americans With Disabilities Act. In its operation and maintenance of the ATM's, Licensee shall comply with the Americans with Disabilities Act and all federal regulations applicable under the Act. 10.0 FAA REQUIRED PROVISIONS 10.1 Airport Concession Disadvantaaed Business Enterprise (ACDBE) This license agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. 10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this License, City shall have the right to terminate the License and to reenter and repossess the License Areas and the facilities thereon and hold the same as if said License had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, and Part 23 are followed and completed, including the expiration of any appeal rights. 10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Licensee may be aliowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non- compliance with this provision shail constitute a material breach of this License and in the event of such non-compliance. City shail have the right to terminate this License and any interest in property created without liability or at the election of the City or the United States either or both Governments shall have the right to judicially enforce this provision. 10.4 Licensee agrees that it shall insert the above three provisions in any agreement or contract by which Licensee grants a right or privilege to any person, partnership, or corporation to render services to the public on the Lease Areas pursuant to this License. Nothing in this provision shall be construed as waiving any obligations or requirements of the Licensee pursuant to Subsection 4.3 of this License or abrogate the rights of the City pursuant to such subsection. 10.5 The License shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the Untied States relative to the development, operation, or maintenance of the Property. 10.6 This License, and ali provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of the Property by the United States during a time of war or national emergency. 11.0 MISCELLANEOUS PROVISiONS 11.1 Headings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License. 11.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. 11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this License. 11.4 California Law. This License shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this License shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Licensee covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 11.5 Disputes. In the event of any dispute arising under this License, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this License for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Licensee's right to terminate this License without cause pursuant to Subsection 8.5. 11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this License, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 11.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this License, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this License. 11.8 Reservation of Citv Rights. City reserves the right, but shall not be obligated to Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further reserves the right to direct and control all activities of Licensee consistent with the provisions of this License. 11.9 Interoretation. The terms of this License shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this License or any other rule of construction which might otherwise apply. 11.10 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this License and this License supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this License. This License may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.11 Corporate Authority. The persons executing this License on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this License on behalf of said party, (iii) by so executing this License, such party is formally bound to the provisions of this License, and (iv) the entering into this License does not violate any provision of any other License to which said party is bound. 11.12 Notice. Any notice required or permitted to be given hereunder shall be In writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom It is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: City of Palm Springs Department of Aviation Palm Springs International Airport 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Licensee: MobileMoney, Inc. 941 Calle Negocio San Clemente, CA 92673 (SIGNATURES ON FOLLOWING PAGE) IN WITNESS WHEREOF, the City and the Consultant have caused this Amendment No. 4 to be executed the day and year first above written. ATTEST: CITY OF PALM SPRINGS, OA City Clerk Date: 1 CONTENTS APPROVED: Date: David H. City Manager I APPROVED AS TO FORM: Edward Z. KotI City Attorney Date:AH 11 ATM Provider: Name: Tom Settles APPROVED BY CITY COUNCIL: Date: ^reemen't No. Address: MobileMoney, Inc. 941 Calle Negocio San Clemente, CA 92673 By: Name:. Title: Signature (notarized) By ignature (notarized) Name: Title: CAUFORNIA ALL^RI>OSE ACKNOWLEDaUEHT CIVIL CODE §1189 A nctaiy public or oiher dlic6r cccnpSeting itiia cerSicste vefiSss on^ tiw idan% of die individua] uiio signed the document to which this ceitiBcatB is attached, and not du truthfufness. accuracy, or vaE(% of that documtiL State of Oafifor^Cotintyof OytAV\{^\L/ On Data personally appeared . before me. IY , ~ HOFB tnsen NBmo a \M\LUc\yv^ Joftn Uvmrn. Nol-^irvi public Here Insert Name and Titie of the Offisef NamefaJ o/ Siigner{bJ wiK> proved to me on the tiasis of satisfsctoiy evidence to t>e the person(s) wttose name{s) ia/are eutisciibed to the wittun inatniment and acknowledged to me that he^he/ih^ executed ttie same in hiaAier/Uiea' authorized capaciiy(^). and that fay his/her/dieir s<gnature(s) on the inatrument the per3on(^. or the entity upon tietiatf of wtuch the personfs) stcted. executed the ir^rument. JEAN GUZMAN Commission No. 2235S56 NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY MyCenm. Ejcpkm MARCH 24. 2022 I certify under PENALTY OF PEFUURY under the laws of the State of Califomta that the foregoing paragraph is true and correct. WITNESS my I i and official seal. Signature. Signature Df/wtiuy Pubfic Place Notary Seal Above OPTIOUAL Though this secSon la optibna/, completmg this rnib/maffon can deter aHersiion of the dooument or tnautbdent neaffachmenf of this form to an uninianded ttocument Descripfion of Attached Do Utie or of Document i Numtier of Pages: t 8«gner(a). Snnerfa) Ottier Than Named A Document Date: Atiove: Capacfty(iea) Cfaj Signer'a Name:^ J^Goqxirate Officer — T^(8) □ Partner — □ Limited □ General □ Indh/idu^ □ Attorney in Fact □ Truatee □ Guardian or Oonsarvator □ Othen Mi ^Signer'a Name: 111 □ Oorporate Officer — Taie(s): Signer la Repreaenting:\(L □ Partner — □ Limited □ General □ Ind'ividuai □ Attorney in Fact □ Trustee □ Guardian or Conaervator □ Other Signer Is Ftepresereting: G2014 Nationafl Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Itom $5907 EXHIBIT "A" SCOPE OF LICENSE Licensee agrees to provide the following services: A. The Licensee shall be required to provide, install, operate, and continuously maintain in proper operating condition, at its own expense, three (3) AIM'S in the locations set forth in the attached Exhibit "B", the exact location of which will be subject to the approval of the City's Director of Aviation. B. An ATM is defined for purposes herein as an electro-mechanical device, owned, operated, and maintained by the Licensee, and used by its customers (cardholders having accounts with the Licensee or cardholders having accounts with other financial institutions which entitles them access) for the purpose of executing banking-related transactions solely between the Licensee and its customers on an automated basis. 0. AIM'S utilized by the Licensee during the term of the License must be new and shall present a "First-class" appearance, technologically state of the art upon introduction into service, and compatible with any space limitations of the Premises. Licensee is encouraged to propose utilization of equipment incorporating advanced design/customer service options (such as 24-hour customer service telephone, audible instructions, multi-lingual display, recessed keyboard, protruding writing ledge, camera providing photographic record of each transaction or constant monitoring, dial back-up, privacy screen, light compensating screen and touch-screen display). D. All AIM'S must, at a minimum be: 1) equipped with internal diagnostic equipment to electronically signal Licensee of malfunctions that have or may cause the AIM'S to become inoperative (such as card jam, equipment failure, cash dispensing problems, possible vandalism, electrical overloads, communication breakdown, or an out-of-stock condition; 2) equipped with a placard providing telephone numbers of Licensee's 24 hour customer service department for use by card holders experiencing difficulty: 3) available for use and operational on a 24-hour per day basis throughout the term of the Agreement; 4) equipped with a paper waste receptacle; and 5) designed to minimize glare and allow the user a feeling of privacy. E. Licensee shall have the nonexclusive right, privilege and obligation to install, operate and maintain (within the Airport) AIM's. F. For the purpose of operating the License as described herein, and for no other purpose, the City will allow the selected Licensee, its employees, subcontractors, suppliers, service persons, licensees, guests, patrons, and invitees the right to use the areas of the Airport specified herein, including the necessary rights of access and ingress and egress from the Premises. G. Title to the AIM's equipment shall remain with the selected Licensee. H. Licensee shall perform all alteration work necessary for the installation of its AIM'S at no cost to the City and subject to the indemnification clause at Article 6.0. I. The City will pay all utility costs related to the services provided Licensee by under the License except telephone or any other telecommunications charges in connection with operation of the ATM's. J. Service and maintenance of the ATM's are as follows; (i) Any and all first line maintenance to be provided at Bank's sole expense. (ii) Cash replenishment to be provided by Bank on an as-needed basis. (ill) ATM's hardware maintenance to be supplied by Bank at Bank's sole expense. (iv) City shall provide for required electrical power lines and usage, as well as telephone line and usage for ATM's. K. Bank agrees to provide normal and reasonable maintenance to the equipment provided for in this License. Bank agrees to take reasonable steps to repair malfunction(s) within 24 hours. L. In the event the City requires the ATM's to be moved after the initial installation, all costs associated with such move shall be paid by the City. M. By no later than June, 30 of each year of the term of this License, and including June 30 on the year following the termination of this License, Licensee shall provide a financial statement audited and certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the ATM's under this Agreement Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment in confirmed by the Director of Aviation. N. Criminal History Records Check (CHRC): The Licensee will be required to submit to the AIRPORT, prior to commencing work in accordance with this License, a letter authorizing specific Licensee representatives to approve the issuance of Airport Identification badges and the processing of a fingerprint based Criminal History Records Check (CHRC) and/or an employment history verification. Each of the Licensee's employees or representatives requiring unescorted access to restricted areas of the Airport will be required to successfully complete a Criminal History Records Check (CHRC) in accordance with 49 CFR Part 1542. Employment history verification records and/or CHRC results must be made available to the AIRPORT, the Transportation Security Administration (TSA) and/or Federal Aviation Administration (FAA) immediately upon request. 1. Under certain circumstances, and out of control of the Airport, security measures may change on short notice. No deviations from any security measure shall be allowed at any time. 2. All Licensee personnel requiring unescorted access to restricted areas of the Airport, prior to the issuance of an Airport Identification badge, must successfully complete a fingerprint based Criminal History Records Check (CHRC). In accordance with CFR 49 1542.209, the CHRC must disclose that the applicant has not been convicted, or found not guilty by reason of insanity, of any of the disqualifying crimes listed below or as stated in 49 CFR 1542.209, during the 10 years before the date of the individual's application for unescorted access authority, or while the individual has unescorted access authority. The disqualifying criminal offenses are as follows: a. Forgery of certificates, false marking of aircraft, and other aircraft registration violation: 49 U.S.C. 46306. b. Interference with air navigation; 49 U.S.C. 46308. c. Improper transportation of a hazardous material; 49 U.S.C. 46312. d. Aircraft piracy; 49 U.S.C. 46502. e. Interference with flight crew members or flight attendants; 49 U.S.C. 46504. f. Commission of certain crimes aboard aircraft in flight; 49 U.S.C. 46506. g. Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46505. h. Conveying false information and threats; 49 U.S.C. 46507. i. Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b). j. Lighting violations involving transporting controlled substances; 49 U.S.C. 46315. k. Unlawful entry into an aircraft or airport area that serves air^ carriers or foreign air carriers contrary to established security requirements; 49 U.S.C. 46314. I. Destruction of an aircraft or aircraft facility; 18 U.S.C. 32. m. Murder. n. Assault with intent to murder. 0. Espionage, p. Sedition. q. Kidnapping or hostage taking, r. Treason. s. Rape or aggravated sexual abuse. t. Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon, u. Extortion. V. Armed or felony unarmed robbery. w. Distribution of, or intent to distribute, a controlled substance. X. Felony arson, y. Felony involving a threat, z. Felony involving- (1) Willful destruction of property: (2) Importation or manufacture of a controlled substance; (3) Burglary; (4) Theft; (5) Dishonesty, fraud, or misrepresentation; (6) Possession or distribution of stolen property; (7) Aggravated assault; (8) Bribery; or (9) Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year. aa. Violence at international airports; 18 U.S.C. 37. bb. Conspiracy or attempt to commit any of the criminal acts listed in this paragraph (d). 3. The AIRPORT utilizes an electronic fingerprint machine, which will be utilized for the taking and submission of fingerprints. 4. Generally, CHRC results are returned to the AIRPORT from the TSA within 3-5 business days. O. Employee Security Badges 1. All Licensee personnel who will be performing guard services must obtain, and conspicuously display on their person at all times when they are on duty at the Airport, an Airport issued security identification badge. 2. The appropriate badge may be obtained at the Airport Operations Center located in the terminal building. The cost for each identification badge, CHRC and stolen and/or lost identification badges are delineated in the City's Comprehensive Fee Schedule. 3. All badges are to be returned to the Airport when the services are no longer required. 4. In order to obtain a Secured Area identification badge, each Licensee employee must have satisfactorily completed the aforementioned CHRC and successfully completed a required 2 hour training class on airport security. Attendance of the class and subsequent issuance of the security identification badge may take longer than 3 hours per person. a. SI DA training will be provided by the Airport and will be scheduled at a mutually agreeable time to the Licensee and the Airport. p. Armored Car Service 1. The Licensee armored car service will be required to submit to the AIRPORT, prior to commencing work in accordance with this License, a Representative Identification List of all armed couriers and maintenance technicians that will need access to a restricted area. Armed personnel will be escorted by an Airport Law Enforcement Officer at all times they are in an Airport restricted area. 2. The Licensee's armored car service will be required to submit to the AIRPORT, prior to commencing work in accordance with this agreement, a copy of the service's current Firearms Policy. Said policy shall be approved by the Airport prior to the start-up of service. 3. The Licensee's armored car service shall comply, at all times, with the service's Firearms Policy, all local rules and regulations, and all federal guidelines and regulations regarding the carrying of firearms at the Airport. Q. Installation of all ATM's shall be completed within 30 days of the effective date of this License. At least three (3) days before Licensee installs the ATM's, Licensee shall first contact the City's Director of Aviation to coordinate a convenient time and date install the machines. Licensee warrants that the installation of the ATM's shall be performed in no more than two (2) consecutive days. Licensee shall assure that all such work is performed in a manner so as to minimize any disruptions or interference of Airport operations, including but not limited to, Airport pedestrian traffic. Licensee shall further assure that any work performed hereunder shall be in a competent, professional and clean manner. Licensee shall completely clean all construction equipment and materials upon completion of the work. Service and maintenance of the ATM's shall be conducted on an as-needed basis. om:Rosanne S Land FaxlD:Johnson Insurance Date: 10/29/2018 2:09:19 PM Paae:2 of 2 MOBIINC-01 CERTIFICATE OF LIABILITY INSURANCE RLAND DATE (MM/DOnrYYY) 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 poiicy(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 iieu of such endorsementfs). PRODUCB) Johnson insurance Arizona 3131 E Cameiback Rd Ste 100 Phoenix, AZ 85016 wc.'no. Ext): (800) 776-7055 no):{877) 254-8586 Mss: lnfo@johnsonlns.com INSURERfSI AFFORDING COVERAGE NAIC» INSURER A: Travelers Insurance INSURED MobiieMoney Inc 941 Caiie Negocio San Clemente, CA 92673 INSURERS;AIG Speclaltv Insurance Company 26883 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR JJB.TYPE OF INSURANCE ADDL |,INSP. SUBR POLICY NUMBER POUCY EPF POUCY EXP (MMIDD/YYYYl UMITS COMMERCIAL GENERAL UABILITY CLAIMS-MADE | X | OCCUR EACH OCCURRENCE 630-2L621321-TCT.18 10/27/2018 10/27/2019 DAMAGE TO RENTED PREMISES (Ea.offiwrrenco)., MED EXP (Any one pefson) PERSONAL & AOV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: POLICY □ m 1X1 LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG OTHER: 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 AUTOMOBILE LIABILITY X ANY AUTO COMBINED SINGLE LIMIT<Ea aeckjnntl .1,000,000 OWNED AUTOS ONLY a{S^ only 810-2L596516-TIL-18 10/27/2018 10/27/2019 SCHEDULED AUTOS NQN-OWNEDAUTOS ONLY $1,000 Ded BODILY INJURY (Per oereonl BODILY INJURY (Per acddentl PROPERTY DAMAGEPer accident) UMBRELLA UAB EXCESS UAB DED RETENTION $ OCCUR CLAIMS-MAOE 0 CUP-2L623025-18-14 10/27/2018 10/27/2019 EACH OCCURRENCE 1,000,000 AGGREGATE 1,000,000 B WORKERS COMPENSATION AND EMPLOYERS' UABILITY ANY PROPRIETORA'ARTNEIUEXECLmVE OFFCER/MEMBER EXCLUDED?(Mandatoryln NH) If yes. describe under DESCRIPTION OF OPERATIONS below Y/N N/A WC009891407 & 408 06/03/2018 06/03/2019 Y PER^ STATLTTE.OTH- .EB™ e.L. BACH ACCIDENT 1,000,000 E.L. DISEASE • EA EMPLOYEE 1,000,000 E.L. DISEASE • POLICY LIMFT 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICL£S (ACORD101, AddlUond Remarks Scfiedute, may be attached If more space is required)City Palm Springs and its affiliated entities, and their respective officers, directors, agents, and employees (coilectiveiy, "City's Parties") are named as anAdditional (nsured. Insurance isjrimary and non-contributory. Waiver of subrooatiiy is included. 30 Day notice of cancellation applies except 10 days fornon-payment of premium. Shoula any or tncpoiicies be cancelled before the expiraOon date thereof, the issuing cocompany will mail 30 days written notice tthe certificate holder named except for non-payment of premium.o CERTIFICATE HOLDER CANCELLATION City of Palm Springs, a charter city and California municipal corporation 3400 East Tahquitz Canyon Way Palm Springs, OA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AirrKORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LiABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED - (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to inciude as an additional insured on this Cover age Part but: a) Only with respect to liability for "bodily injury", "property damage" or "personai injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not quaiify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additionai insured by this endorsement is iimited as foiiows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in surance provided to the additional insured shali be limited to the limits of liabiiity re quired by that "written contract requiring in surance". This endorsement shail not in crease the iimits of insurance described in Section III - Limits Of Insurance. b) The insurance provided to the additionai in sured does not apply to "bodily injury", "prop erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw ings, opinions, reports, surveys, field or ders or change orders, or the preparing, approving, or faiiing to prepare or ap prove, drawings and specifications; and ii. Supervisory, inspection, architecturai or engineering activities. 3. 4. c) The insurance provided to the additionai in sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-compieted op erations hazard" unless the "written contract requiring insurance" specificaily requires you to provide such coverage for that additionai insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc curs before the end of the period of time for which the "written contract requiring insur ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The insurance provided to the additional insured by this endorsement is excess over any vaiid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance appiy on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additionai insured by this endorsement still is excess over any valid and coiiectibie "other in surance", whether primary, excess, contingent or on any other basis, that is available to the addi tional insured when that person or organization is an additional insured under such "other insur ance". As a condition of coverage provided to the additional insured by this endorsement: a) The additionai insured must give us written notice as soon as practicable of an "occur rence" or an offense which may result in a claim. To the extent possible, such notice should include: CO D2 46 08 05 ©2005 The St. Paul Travelers Companies, Inc.Page 1 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LiABILiTY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con tract or written agreement that the insurance pro vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur ance is primary to other insurance that is avail able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The fi rst Subparagraph (2) of Paragraph b. Ex cess Insurance regarding any other primary in surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St Paul Travelers Companies, Inc. All rights reserved.Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the foilowing: BUSiNESS AUTO COVERAGE FORM PROVISIONS 1. The foilowing is added to Paragraph A.1.C., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the fi rst named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CAT4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 om:Rosanne S Land FaxlD;Johnson Insurance Date:7/6/2018 5:14:26 PM Paae;21 of21 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date Is indicated below. (The rollawing "altaolitng dauae" n^ad be complaldd only when this endorsement is issued subseriueni to preparation of the policy). This endorsement, effective 12:01 AM 6/3/2018 forms a part of Policy No, WC 009-69-IA07 Issued to MOB ILEMONEY, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2.00 % of the total estlrriated workers compensation premium for this policy. WC 04 03 61 Countersigned by (Ed. 11/90) Authorized Representative