CONTRACT 6253 One Page Service AgreementAgreement No. 6253
Services t I
CONTRACTOR: NETFILE DATE MAILED: 1112/2022
Below you will find a checklist relating to insurance and other requirements that are required for doing business with the City of El Segundo.
Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include.
Commercial general liability Insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 011185 or 88. The
amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for
the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under
said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be
carried by the City will be excess thereto. Such insurance mist be on an "occurrence," not a "claims made," basis and will not be
cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and
Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work.
® Comprehensive General Liability, including coverage for premises., products and cgmpleted operaltons, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least per oomirrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000.000 per occurrence.
❑ $100 000. 309, per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.'
® y orkers'&oMpensafion Insurance: as required by State Statutes. (Not needed I Self-employed with no employees and
CONTRACTOR signs statement to this effect)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said
license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning
Manager @ (310) 524-2340 if you have questions.
❑ Copy of valid oicture 1.0, (Drivers license etc.)
PLEASE NOTE: ALLAPPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINEDAND ON FILE, PRIOR TO THE ISSUANCE OF A CRY PURCHASE
ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERIPURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CRY.
obnfr ted by cont lain II blanks): COLOR COPY REQUIRED BACK TO THE CITY
Mail original agreement and Insurance to: City of El Segundo- 1, Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Originator/Department Contact: gig[Hanna. Date initialed:
Department Head Approval: No weav r Ct Crack Date Approved: • Z Z
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NetFite - One -Page Services Agreement lv Charles Mallory, 143V22
Information "tech olog'y
Services Director, .
Agreement No. 6253
tGFNEgAL[Y. The materials, supplies, orServices (collectively, "Purchase")
covered by this services agreement and purchase order ("order') must be
furnished bySeller subject toall the terms and conditions contained inthis order
which Seller, in accepting this order, agrees toLebound hyand comply with in
all particulars, No other terms or conditions are binding upon the parties unless
subsequently agreed toinwriting. Written acceptance orshipment Ofall or any
portion of the Purchase covered bythis order constitutes unqualified acceptance
of all terms and conditions in this order. The terms of any proposal referred to in
this order are included and made apart of the order only to the extent hspecified
the Purchase ordered, the phca, and the delivery, and then only to the extent
that such terms are consistent with the terms and conditions of this order.
2]NSPGCT!ON. The Purchase furnished must be exactly as specified in this
order, free from all defects in GaUar'a pedbnnance, design wurkmanship, and
materials, and, except aaotherwise provided, imsubject toinspection and test Uy
City at all times and places If, before final acceptance, any any Purchase is
found to be inoomp|ete, or not as specified, City may re�eo\ it, require Seller to
correct i1without charge, orrequire delivery ofsuch Purchase a1areduction in
price that is equitable under the circumstances. If seller is unable or refuses to
no/rectouchitemuwithinabmedeemedmasoneb|ebyCity.Cbymeytenm|nate
the order in whole or in part, Seller bears all risks as to rejected Purchases and,
in addition to any costs for which Seller may become liable 1oCity under other
provisions of this order, must reimburse City for all transportation costa, other
related costs incurred, orpayments toSeller inaccordance with the terms of this
order for unaccepted Purchases. Notwithstanding Qty'a acceptance of any
Purchase, Seller is liable for latent defecia, fraud, or such gmoo mistakes as
Constitute fraud.
3/CHANGES.City may make changes within the general scope of this order in
drawings and specifications for specially manufactured oupp|iea, place of
da|ivnry, method ofshipment or packing of the order by giving notice to Seller
and subsequently confirming such changes inwriting. |fsuch changes affect the
cost of or the time required for performance of this order, an equitable
adjustment inthe price ordelivery orboth must bemada Nochange bySeller is
allowed without Ciiy'swritten approval. Any claim bySeller for anadjustment
under this section must be made in writing within thirty (30) days from the date of
receipt by Seller of notification of such change unless City waives this condition
in writing. Nothing in this section excuses Seller from proceeding with
performance of the order aachanged.
4.TERM|WAT|ON. City may terminate this order atany time, either verbally min
wridnQ, with orwithout cause, Should termination occur, City will pay Seller as
full performance until such termination the unit mpro rataorder price for the
performed and accepted portion of the Purchase. City may provide wh8a
notice dtermination for Seller's default ifSeller refuses orfails tocomply with
this order. DSeller does not cure such failure within areasonable time period, or
fails toperform the Purchase within the time specified (or allowed by extension),
Seller will beliable toCity for any excess costsinourredbyQty.
5.T|ME EXTENSION. City may extend the time for completion if, inCdy'esole
determination, Seller was delayed because of causes beyond Seller's control
and without Seller's fault ornegligence. |nthe event delay was caused byCity,
Seller's sole remedy is limited to recovering money actually and necessarily
expended bySeller because ofthe delay; there ionoright torecover anticipated
profit.
6.REME0|ES CUMULATIVE. Ciiy'yrights and remedies under this order are not
exclusive and are inaddition toany rights and remedies provided bylaw,
73ITLE.Title tomaterials and supplies purchased under this order pass directly
from Seller toCity upon Qty'awritten acceptance following onactual inspection
and Cdy'oopportunity to reject.
0.PAYMENT City will pay 8eUm after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay curtagm, ehipping, packaging or boxing expenses
unless specified inthis order, Drafts will not bohonored.
B.|WQEMN|F)CAT|ON. Seller agrees to indemnify and hold City harmless from
and against any daim, adion, damages, costs (including, without |imitadon,
ettomey'efees).injuries, orliability, arising out of the Purchase orthe order, m
their performance. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same begroundless ornot,
arising out of the Purchase ororder, nrtheir performance, Seller will defend City
(at City'erequest and with counsel satisfactory to City) and indemnify City for
any judgmmn| rendered against it or any sums paid out in settlement or
otherwise. For ouroomeoof this section 'C|tv'includes Q<y'eofficers, elected
officials, and employees. It is expressly understood and agreed that Ihe
foregoing provisions will survive termination of this order, The requirements ae
to the types and limits ofinsurance coverage mbomaintained bySeller, and any
approval of such insurance by City. are not intended to and will not in any
manner limit or qualffy the liabilities and obligations otherwise assumed by Seller
pursuant tuthis order, including, without limitation, to the provisions concerning
indemnification.
10.W48R4M7Y. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seller gives toany customer for the same
or substantially similar supplies or oervicee, o/ such other more favorable
warranties as is specified in this order. Warranties will be effective
notwithstanding any inspection macceptance of the Purchase byCity.
11.AGS|GNMENT. City may axo|go this order, Except as to any payment due
under this order. Gd|o may not assign or subcontract the order without City'a
written approval, Should City give consemt, it will not relieve Seller from any
obligations under this order and any transferee or subcontractor will be
considered Seller's agent
12JNSURANCE. Seller must provide the insurance indicated onthe face sheet
of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses, and abide
byall federal, state, and local laws, for performing this order.
14JNOEPEWDENT CONTRACTOR. City and Seller agree that Seller will act an
an independent contractor and will have control of all work and the manner in
which is it performed. Seller will be free to contract for similar service to be
performed for other employers while under contract with City. Seller isnot an
agent or employee of City and is not entitled to participate in any pension plan,
inourance, bonus or similar benefits City provides for its employees. Any
provision in this order that may appear to give City the right to direct Seller as to
the details ofdoing the work orNexercise ameasure ofcontrol over the work
means that Seller will follow the direction of the City as to end results of the work
only,
15.WAIVER. City'o review or acceptance of, or payment for, work product
prepared bySeller under this order will not beconstrued 10operate asawaiver
of any rights City may have under this Agreement orofany cause of action
arising from Seller's performance, Awaiver byCity ofany breach ofany term,
covenant, or condition contained in this order will not be deemed to be a waiver
ofany subsequent breach of the same orany other term, covenant, orcondition
contained inthis order, whether of the same ordifferent character,
10JWTERPRETAJ|ON. This Agreement was drafted inand will beconstrued in
accordance with the laws of the State ofCalifornia, and exclusive venue for any
action involving this agreement will beinLos Angeles County
17CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR
for C0NTRACTOR's aeminao not to exceed a total of $4.900yoar (Four
Thousand Nina Hundred Dollars) for the work. CITY will pay for work as
specified inthe attached Exhibit ^4.'which ioincorporated byreference
18. SCOPE OF SERVICES Seller agrees toperform the services uoset forth in
Exhibit 'A" hereto.
19. CONSISTENCY In interpreting this Agreement and resolving any
ombiguitieo, the main body of this Agreement takes precedence over the
attached Exhibit ^A'; this Agreement supersedes any conflicting provisions in
Exhibit "A,'
wetFne One -Page Services Agreement jv unou
Agreement No. 6253
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more
fully described in the Contractor's proposal which is added to this Exhibit A and incorporated by
this reference.
CONTRACT SPECIFICS
NetFile will develop and maintain a system that permits the City of El Segundo ("City') and
users authorized by the City to (1) electronically file both Campaign Statements as well as
Statements of Economic Interest, Form 700 ("SEI") and to be available, at the option of the City
(in redacted form) for public viewing of documents over the Internet through a link on the
City's website; (2) maintain a database of all the FPPC Campaign Statements and SEI forms to
track filings and generate filing deadline and amendment letters; and (3) allow the City to scan
Campaign Statements and SEI reports/forms not submitted electronically.
B. Deliverables
NetFile will continue to have ready for use a system that permits (1) electronic filing of FPPC
Campaign Statements and Statement of Economic Interest, Form 700 ("FPPC Forms"); (2) at the
option of the City, availability of all FPPC Forms in an electronic format to be available (in
redacted form) for public viewing of documents over the Internet through a link on the City's
website; (3) maintaining a database of the FPPC Forms to track filings and generate filing
deadline and amendment letters; and (4) allow the City to scan FPPC Forms not submitted
electronically.
From the date of execution of this Agreement, NetFile will develop and maintain a system
that:
1. For Filers Using the Internet:
a. Allows the City to provide to Filers who have their own access to the
Internet, a user ID and password which is used to log on to a secure site
hosted on NetFile's web server but accessible via the City's web site.
b. Allows Filers who have their own access to the Internet, to log on to, enter
data in, and upload to NetFile's secure site electronic formats of FPPC Forms.
c. Once the forms have been electronically filed, NetFile's secure site validates
the submitted filing and notifies the Filer that the filing was accepted or, if
declined, explains why the filing was declined.
Agreement No. 6253
d. Allows Filers to print a copy, using Adobe Acrobat Reader, of the forms that
they upload to NetFile's secure site.
e. Allows Filers to access earlier validated electronically filed forms.
2. For the City:
a. Allows tracking of Filers and all electronically filed forms in a database.
b. Allows City to scan hard copy filings and post to the online searchable
database provided a liability waiver is signed by the City absolving NetFile of
any liability associated with manually redacted documents not under the
control of NetFile during the redaction process.
3. For All FPPC Forms Electronically Filed to NetFile's Secure Site:
a. Produces two versions in .pdf format of the FPPC Forms: one version, not
accessible by the public, will include all information as filed (non -redacted);
the other version, at the option of the City, accessible by the public, will have
all street addresses and bank account information, if applicable, blocked
from view.
4. For the Public:
a. At the option of the City, allows the public to search and view electronically
filed documents (with street addresses, if applicable, blocked from view)
over the Internet.
b. If a document was not available electronically, NetFile's secure site will notify
the searcher that the document is available for viewing in the office of the
City Clerk.
NetFile's system will also:
1. Issue an ID number and password for Filers.
2. Grant different user access and security levels for City staff.
3. Store and edit general information about Filers.
4. Store and edit all filings by individual statement periods where applicable.
5. Generate notification letters telling the filer of the upcoming filing deadline.
6. Indicate how filings were received.
7. Track deadlines for filings and amendments and generate letters notifying Filers of
delinquencies.
8. Track delinquencies and generate letters notifying Filers of fines.
9. At the option of the City, allow the public to search and view the database and
complete list of electronic filings (with addresses and bank account information, if
Agreement No. 6253
applicable, redacted) via the Internet.
10. At the option of the City, allow the public to search and view the database and
complete electronic filings (without addresses and bank account information
redacted) on a computer provided by the City located in the City's office.
11. Have sufficient back-up hardware and/or software and/or policies and procedures to
ensure that data under the control of NetFile, relative to this Agreement, is not
irretrievably lost or destroyed.
NetFile will also provide unlimited support to the City staff by email or phone during
NetFile's normal working business hours.
All intellectual property, including existing source code or additional source code written for
the purpose of developing this system for the City, will be the sole property of NetFile. If
NetFile were to cease operations during the contractual period, NetFile would provide to
the City all source code relative to the City's system.
Agreement No. 6253
2707-A Aurora Ct
SetFi/eMariposa, CA 95338
Phone (209)742-4100
SERVICE AGREEMENT
'.. USER NAME
USER NAME-911.1. TO
City of El Segundo
SAME
'.. ADDRESS
AODRM
350 Main Street
...ZIP
- Oil' STATE
ZIP
CITY SFAiC
El Segundo CA
90245
• '.. PAIMARYODWALT
PHONEN
AP CDNTAR
POP
Gi i Hanna, MPA, MMC
(310) 524-2307
EMAIL
ghanna@elsegundo.org
FAX
APFMAIL APPHDNEM
System
Cost per
5 em
Form 7D0 E-Filing &Admin System (hosted) and
Campaign E-Filing &Admin System (hosted)
Total for both Systems
$4,900/year ongoing billed net 30 days at start
Start Date: immediately
Cost above is guarantee for up to 5 years
Features of NetFile Systems
-Hosted platform provided by NetFile
- Kiosk mode to view unredacted filings in User's office
-24/7/365 access for filers and public to use
- Unlimited support and training to User
-Admin application to manage filers and filings
- E-mail based support to filers
-Filer application for filers to create and file filings
- Includes Ethics & Sexual Harassment Training Tracking
-Public viewing portal
- NetFile pays for initial FPPC Paperless application fee.
Agreement No. 6253
Service Agreement Terms and Conditions
1, This Agreement provides to User a hosted electronic filing and administration system developed and maintained by NetFlle. The system permits filers authorized by User to electronically file
their respective FPPC forms. The FPPC forms that are electronically filed are dependent upon which system(s) that User agrees to pay for. If the User agrees to pay for the Form 700 E-Fling and
Administration System, their filers will he able to create and electronically file FPPC Form 700 statements. If the User agrees to pay for the Campaign E-Filing and Administration System, their
filers will be able to create and electronically file their Campaign Statements. Both systems are covered by NetFile's unlimited support and training policy. All NetFile systems come with a public
viewing portal that automatically displays filings online in redacted form. The Form 700 E-filing system meets the requirements of AB 2062 for paperless filing In CA- The Campaign E-Filing system
meets the requirements ofAB2452 for paperless fling in CA. Both systems allow for paper filed documerrts to be stored as an unredacted document and uploaded (when redacted by User) to view
on the public portal_ NetFile pays for User's FPPC application fees.
2. It is the responsibility of NetFile to securely store User data and maintain backups using industry best practices. All data created by User or User's filers is the property ofthe User. All
applications and their source code are the property of NetFile. It is the responsibility of NetFile to provide secure and safe system access for both User and the User's filers using industry best
practices, NetFile's systems are guaranteed to have 99% uptime. Any planned maintenance of NetFile systems will be communicated at least a week in advance of the maintenance
occurring..
3. NetFile warrants and represents that it is the owner of or has acquired the rights to use (including derivative rights) the software, technology or otherwise that is required to provide all related
materials and services set forth in this Service Agreement, without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on an
alleged violation of such third -party rights by NetFile.
4, NetFile further warrants that (1) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) NetFile will not Interfere with or disrupt User or the User's filers use of the
System. The term "Harmful Code" means any software code with the ability to damage, interfere with, or adversely affect Computer programs, data files, or hardware without the consent or
intent of the computer user. This definition includes, but is not limited to, self -replacing and self -propagating programming instructions commonly called "viruses," "Trojan horses" and
"worms." NetFile agrees to implement reasonable procedures adequate to prevent any software, link or code provided to User hereunder from being contaminated with Harmful Code. If
NetFile learns of or suspects the existence of any Harmful Code, NetFile will immediately notify User and make every effort to remove the Harmful Code.
S. NetFile shall not discriminate on the basis of race, gender, religion, national origin, ethnlcity, sexual orientation, age or disability In the solicitation, selection, hiring, or treatment of
subcontractors, vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFlle understands and agrees that violation of
this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination,
6, Subject to the limitations set forth in Section 7 below, NetFile agrees to indemnify, protect, defend, and hold harmless the User, and its employees and filers from and against any claim,
Injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim, arising from NetFile's negligent, reckless or wrongful
acts, errors, or omissions with respect to or in any way connected with the performance of the Services by NetFile, its agents, subcontractors and/or assigns under this Service Agreement.
7- The maximum liability to the User by NetFile and its licensors, if any, under this Service Agreement, or arising out of any claim by the User related to NetFile's services, products, equipment or
software for direct damages, whether in contract, tort or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the
time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect, incidental, consequential, or special damages related to
the use of NetFile's services, products, equipment or software or NetFile's failure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of
whether NetFile or Its licensors are negligent. Provided, however, that for any peril or exposure insured against under the Insurance required, the limits of liability to the User by NetFile shall not
be less than the amount of applicable, valid, and collectible insurance set forth in this Agreement.
8. During the term of this Service Agreement, NetFile shall purchase and maintain in full force and effect, at no cost to User Insurance policies with respect to employees assigned to the
performance of services under this Service Agreement with coverage amounts as follows: Commercial General Liability Insurance of$2,000,000 each occurrence, $4,000,000 general aggregate,
$1,000,000 personal injury; Workers' Compensation Insurance of ($1,000,000 policy limit Illness/Injury by disease, and ($1,000,000) for each Accident/Bodily Injury.
9. NetFile and its employees, agents and representatives will not, without the prior written consent of User in each instance, use in advertising, publicity or otherwise the name of user or any
affiliate of User, or any officer or employee of User, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by User or
its affiliates, nor represent, directly or indirectly, that any product or service provided by NetFile has been approved or endorsed by User, nor refer to the existence of this Service Agreement in
press releases, advertising or materials distributed to prospective customers. Notwithstanding the foregoing, NetFile may acknowledge, when asked, thatthe User is a NetFile client.
10. Either User or NetFile may terminate this Service Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to
terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement,
NetFile shall discontinue further services as of the effective date of termination, and User shall pay NetFile for all Services satisfactorily performed up to such date. Upon termination, Netrile will
provide a copy of all data created by User within 10 working days of effective termination date.
11. User accepts any and all liability resulting from the placement of documents scanned by the User that are made available on the Internet for public viewing through the services of NetFile.
In no event does NetFile accept liability created by any document scanned into the system by the User.
12. Except as otherwise indicated herein, this Agreement will commence on the start date and remain in effect throughout the Term as stated on the signature page. Upon expiration, this
Agreement will automatically renew on a quarterly or annual basis unless User provides NetFile with written notice of its intent to cancel. Any extension will be billed in the same manner asset
forth herein.
13 This Agreement shall be governed in accordance with the laws of the State of California, and the Parties submit to the jurisdiction of said state. This Agreement contains the entire
agreement and understanding of the parties with respect to Service, Maintenance and Support There are no representations, inducements, promises or agreements, oral or otherwise, not
embodied herein or also embodied in any attached agreement. Any and all prior discussions, negotiations, commitments and understandings relating to Service, Maintenance or Support are
merged herein.