CONTRACT 7596 One Page Service AgreementAgreement No. 7596
..............
Services Agreeme
CONTRACTOR: ETFILE DATE: 517126
Below you wlil 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. The City reserves the right to increase Insurance limits/coverages based upon the scope and type of services. Please find
additional terms and conditions, including additional insurance provisions, on the following pages. This is not a purchase order or an
authorization to begin work.
® Com rehens ve General I-iabilit : At least 1 0$ , 00,000 per occurrence. See Section 12 for additional insurance and endorsement
requirements.
® Business Auto iahilit : At least: Ll000 0 per occurrence. (If not provided, Seller affirms that it will not use an auto to perform
work.) See Section 12 for additional insurance and endorsement requirements.
® Vliorkers" Compensation Insurances Statutory requirement with waiver of sub[Q ation. (If not provided, Seller affirms that it has no
employees.)
® Business license: Seller must have a current City of EI 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.
❑ Co ofvair"dcture I./7. (Drivers license etc.)
PLEASE NOTE: ALL ,APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU BY THE PURCHASING AGENT, THUS AUTHOWING COMMENCEMENT OF WORK FOR TIC CITY,
. ,r4 M. I w.;
Originator/Department Contact: Uti Sandoval. Assistant Ctty Clerk � Date initiated: 5/7)26
Department Head Approval: Susan Truax. Ckv Clerk. Date Approved: 517126
Insurance Approval: g2"�
`
OPtyt tiornay
City Manager
Short Services Agreement - No Prevailing Wage (Updated 3_5_25) Rev 2/27125
City Clerk`
Approved:
5-28-26
Agreement No. 7596
CGENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this 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 a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order,
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places. If, before
final acceptance, any Purchase is found to be incomplete, or not as
specified, City may reject it, require Seller to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances. If seller its unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate 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 to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seiler and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment 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 as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order ,price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TERM I TIME EXTENSION. This Agreement's term will be from
5/15/26 to 5/14/27 City may extend the time for completion if, in City's
sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event
delay was caused by City, Seller's sole remedy is limited to recovering
money actually and necessarily expended by Seller because of the
detay,; there is no right to recover anticipated profit.
6,REM'EDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and' City's opportunity to reiect.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation" attorney"s fees), injuries„ or Iiabil"sty, arising out of the
Purchase or the order, or their performance. Should City be named in
any suit, or should any claim be (brought against It by suit or otherwise,
whether the same be groundless or not, arising out of the Purchase or
order, or their performance Seller will defend City (at Co's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, .and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
including without limitation, to the provisions concerning indemnification.
1p,'WtfARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
111.ASSIGNMEN'T. City may assign this order. Except as to any
payment due under this order, Seller may not assign or subcontract the
order without City's written approval Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Commercial general liability ("CGL") insurance must
meet or exceed the requirements of ISO-CGL Form No, Form CG 00 011
04 13, or equivalent, covering CGL on an 'occurrence' basis„ including
property damage, bodily injury and personal & advertising injury. If a
general aggregate limit applies, either the general) aggregate limit shall
apply separately to this project/locatton (ISO CG 25 03 or 25 04) or the
genera) aggregate limit shall be twice the required) occurrence limit. For
automobiles, the insurance must meet or exceed the requirements of
Insurance Services Office Form Number CA 0001 covering Code 1 (any
auto), or, if Seller provides proof of a personal automobile policy, such
personal policy must include and indicate business venture coverage
with limits no less than $1,000,000 per accident for bodily injury and
property damage. if Seller has no owned autos, Code ti (hired) and 9
(non -owned), with limits no less than $1,000„000 per accident for bodily
injury and property damage must be included in coverage. The amount
of insurance required will be a cosmNned single h mit per occurrence for
bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name City,, its officials,
and employees as "additional insureds" under said insurance coverage
and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by City will be excess thereto. City"s
additional insured status will apply with respect to liability and defense of
suits arising out of Seller's acts or omissions. Such insurance will 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
City, and the notice must include any necessary endorsement to
facilitate such notice to City. See below for required endorsement
language pertinent to the insurance requirements. Seller will furnish valid
Certificates of Insurance to City evidencing maintenance of the
insurance required under this Agreement, a copy of an additional
Short Services Agreement - No Prevailing Wage (Updated 3_5_25)
Agreement No. 7596
insured endorsement confirming City has been given additional insured
status under the Seller's General Liability policy, and such other
evidence of insurance or copies of policies as may be reasonably
required by City from time to time. Insurance must be placed with
insurers with a current A.M. Best Company Rating equivalent to at least
a Rating of 'A'VIL" Insurance endorsements must contain the following
language: (i) Additional insured endorsement with this language: ""The
City of El Segundo, Its elected and appointed officials„ employees„ and
volunteers as additional insureds,"' through ISO Form CG 20 10 11 65 or
CG 20 10 with CG 20 37; (ii) Cancellation endorsement with this
language: "The City of El Segundo will receive thirty (30) days written
notice in the event of cancellation, nonrenewed or reduction." (iii)
Primary and Non -Contributory endorsement with this language:
"Coverage is primary and non-contributary such that any other insurance
that may be carried by the City will be excess thereto."
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state„ and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as 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 is not an agent or employee of City and is not entitled to
participate in any pension plan, insurance, bonus or similar benefits City
provides for its employees. Any provision in this order that may appear
to gave City the right to, direct Seller as to the details of doing the work or
to exercise a measure of control over the work means that Seiler will
follow the direction of the City as to end results of the work only.
15.WAI'VIER. City„s review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance. A waiver by
City of any breach of any term, covenant, or condition contained In this
order will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this order,
whether of the same or different character.
%INTERPRETATION. This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
17. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning„ or other
similar technologies (collectively, "W') in the proWsion of services in this
Agreement without City"s express written consent. The Al prohibition set
forth directly alcove will not apply to general business tools and software
that may have At components but are not directly involved in the
execution or delivery of professional services that this Agreement
covers, provided that such tools and software do not significantly impact
the duality or nature of such services., Seller must promptly notify City, in
writing, of any proposal to employ At in connection Its provision of
services to the City under this Agreement.. City will have the sole
discretion to grant or deny such proposal.
18. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED
TRAINING. If Seller's work involves contact with minors, before
conducting any performance of this Agreement, all Seller's employees„
subcontractors, volunteers, or other agents that will perform Seller's
work under this Agreement must submit to and pass a
background/fingerprint investigation conducted or approved by City.
Seller affirms and attests that its employees, subcontractors, volunteers,
or other agents that will perform Seller's work under this Agreement
have completed training in child abuse and neglect identification and
training in child abuse and neglect reporting, which may be met by
completing t)ng n online mandated reporter training provided; the Office_
of Child Abuse Prevention in the State Department of Social Services.
Seller affirms and agrees that the background and reporting training will
be completed before beginning performance under this Agreement.
Upon City request, Seller will promptly furnish proof of completion of
such mandated reporter training to City, but in no event no later than two
business days following City's request.
19. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
accordance with Government Code §16.5, the parties agree that this
Amendment will be considered signed when the signature of a party is
delivered by electronic transmission, Such electronic signature will be
treated in all respects as having the same effect as an original signature.
Seller warrants that its signatory (or signatories„ as applicable) to this
Agreement has the legal authority to enter this Agreement and bind
Seller accordingly.
20, CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions,
21. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $0 for the first year and Annual
cost of $2,950.00 after 1s' year for the work. City wilt pay for warty as
specified in the attached Exhibit 'A," which is incorporated by reference.
22. EXHIBITS.
[SEE ATTACHED EXHIBIT A — NETFILE SERVICE AGREEMENT —
FREE SERVICE FOR 1 YEAR - ANNUAL COST AFTER 1ST YEAR
$2,950/PER YEAR ]
Short Services Agreement - No Prevailing Wage (Updated 3_5-25)
Agreement No. 7596
2707-A Aurora Ct
�etFi/e Mariposa, CA 95338
Phone (209)742-4100
SERVICE AGREEMENT
1 USERNAME USER NAME —BILL TO
City of El Segundo SAME
ADDRESS ADDRESS
350 Main Street
ow STATE
bP... CITY IPnA
ElSegundo CA 90245
• PRIMARYOONTACT PHONE# AP CONTACT PO#
Lili Sandoval (310) 524-2306
EMAIL FAX AP EMAIL APPHONE#
Isandoval@efsegundo.org
Cost per
5 em
missions, & Committee system
Winner of free service for 1 year
B 827 Fiscal &Financial training
Conditions: Boards, Commissions, &Committees system
r 25 people)
VTerm:5/15/26
must be set up and operational before adding the SB
/26 — 5/14/27
827 Fiscal & Financial training
Start Date: Prompt
Annual cost for above after V year: $2,950/year
of NetFile Systems
osepatform provided by NetFile
- Free setup for all systems
65 access
- Unlimited support and training
application to manage boards/commissions
-E-mail based support to board members &trainees
U-Adminapplication to manage trainees
- Includes online SB 827 Training & Management system
viewing portal I
-No strings attached to this offer, cancelable at anytime
Li
USER AGREES TO PAY NETFNLE FOR SERVICES IDENT1FpED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.'....
AGREEMENT TERM IS STARTING ON THE DATE IDENTIFIED ABOVE. YOU ACKNOWLEDGEi' RECEIPT AND AGREE TO THE TERMS AND CON DITIONS OF THIS
AGREEMENT AND ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES.
S'.rAMPAt'hM
•
NetFile, Inc.
AUTHORQm 9@LRTURE
A,t.GpbM„MI,ffidrm9Mv`T^n'ACIIW&.�//yy'�
• PRINTNAME
PRINTNAME
Tam Diebert
ling
nTL�.....
Vice President & CFO
Dot
DArE
5a/S/226
Agreement No. 7596
Service Agreement Terms and Conditions
1- This Agreement provides to User a hosted electronic filing and administration system developed and maintained by NetFile. The system permits filers authorized by User to electronically file
their respective FPPC forms. The FPPC forms that are electronically Red are dependent upon which system(s) that User agrees to pay for if the User agrees to pay for the Form 700 E-Filing and
Administration System, their filers will be 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. If the User agrees to pay for the AB1234 Ethics Training action, the User's can assign people to take the training and it
If the User agrees to pay for the 58 82f Nsi.0 & Finarf,:W Tralr6ngaddon, the User can assigo people to take the training and 4 is in auturnafir fulfillment
process, AO systerni are covered by NelFrlo's unlimited stwpoil anti trRivirig policy. Alt NetFlie syslenij carne with a pubfir Yre*ng portal thitt automatically displays ifliniionlone in redacted
form. The Form 700 E4fllng systerr rnaet5 tile o(AU Z06Z for p4verk,5s Rhar irr CA th4.4 Carnpa�frr iing 5yOero rzeels the rejuVements of A82452 for paperle5s filing in CA. All
systems allow `or paper filed durtinvents to be stored a5o,in Onreclacled doi:urnom and uploaded (When redacted by userl for public, view. NetRfe pays for User's "PC appficat4on sees.
2. It is the responobility ol`INS 8Pile to securely store User data and rnalrrain backups using industry best practices. All data created by User or User's filers is the property of the User. All
applications and their source cede are the property of NetFile. It is the responsibility of NetFile to provide secure and safe sVOenn 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.
3. NetFile warrants and represents that it is the owner of or has acquired 'herigh'Zito use (rnc)uding derivative rights) the sinflware, technolop gy or otherwise that is required to provide all related
materials and services set forth in this Service Agreement, without violating any fights of any third party, and there is currently no actual or threatened suit by any such third party based on an
alleged violation ofsuch 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 (if) 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 Ofthecorriputefuser. 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 proceduresadierjuate to prevent any software, link or code provided to User heeeunder 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.
5. NetFile shall not discriminaic on the basis of race, gender, religion, national origin, ethnicity, sexual orieritation, age or disability in 0're salicitation, 5 elecir,"an, hiring, or treaunew of
subcontractors, vendors or suppliers. NetFile 5hafl provide equal opportunity for subcontractors to parlidpaie in subcontracting opportunities. Nethle 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 tea forth in Section 7 below, NetFile agrees to indiurrmAV, protect, defend, and hold harmless the User, and its ernpioyees and filers from and against any claim,
injury, liability, loss, cost, and/or expense or damage, including all costs and reasonWe aticx ney's fees ur orcividing 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 1%cerssort, if any, under this Service Agreernent, or arising rut of any dakir by the User related to NetFile's services, products, equipmernt or
software for direct damages, whethor in contr irt, tort or otherwise, shall be limited to the total amount of fees rereived during the last 12 n1criths 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 NelFile's services, product% equipment or software or NetFile's failure to perform its obligations voidet 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 requirect, 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.
9. During the term ofthis 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, sym bol or any abbreviation, agreement or simulation thereofawned 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 Parry'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, NetFile 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 of the
Agreement, the City has the option to extend this agreement at the same terms and conditions by written notification to NetFile no later than the i5'hcifJuly each calendar year.
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.