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Agreement - NetFile, Inc. - Agreement for electronically file FPPC Statements Form 700 - Signed 2015-07-01
AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF GILROY, CALIFORNIA AND NETFILE, INC. This agreement for the performance of services ( "Agreement ") is made and entered into on this 1st day of July, 2015 ( "Effective Date'), by and between "NeTile, Inc. ", a California corporation, with its principal place of business located at 2707 Aurora Road, Mariposa, California 95338 ( "Contractor "), and the City of Gilroy, California, with its principal place of business located at 7351 Rosanna Street, Gilroy California 95020 ( "User "). User and Contractor may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS Whereas: A. User desires to obtain professional services more fully described in this Agreement; B. Contractor represents that it, and its sub - contractors, if any, have the professional qualifications, expertise, desire and any license(s) necessary to provide certain goods and/or required services of the quality and type which meet the User's requirements and, C. The Parties have specified in this Agreement the terms and conditions under which such services will be provided and paid for. Contractor and User agree as follows: AGREEMENT PROVISIONS 1. SERVICES TO BE PROVIDED User employs Contractor to perform the services ( "Services ") more fully described in Exhibit A entitled, "SCOPE OF SERVICES." Exhibit A is attached and incorporated by this reference. Except as otherwise specified in this Agreement, Contractor shall furnish all necessary technical and professional services, including labor, material, equipment, transportation, supervision and expertise to satisfactorily complete the work required by User at his/her own risk and expense. 2. TERM OF AGREEMENT Unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of July 1, 2015 and terminate at the end of the day on June 30, 2017. The fee for this service is listed in the "Compensation and Payment" section below. Upon User's sole discretion, this Agreement for continued service may be renewed annually. 3. COMPENSATION AND PAYMENT Gilroy is participating in a special program with another City nearby to combine NetFile based services to receive the discounted price as reflected in Exhibit A. a. For the time period of July 1, 2015 through June 30, 2017, Contractor will bill User on an annual basis for Services provided by Contractor during the following year, subject to verification by User. User will pay Contractor within thirty (30) days of User's receipt of invoice. 4. NO ASSIGNMENT OF AGREEMENT User and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of User. 5. NO THIRD PARTY BENEFICIARY This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action under this Agreement. 6. INDEPENDENT CONTRACTOR Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of User. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind User to any contracts or other obligations. 7. SUBCONTRACTING None of the Services under this Agreement shall be performed by subcontractors unless Contractor specifically identifies subcontractors in writing and User pre- approves such subcontractors in writing. Contractor shall be as fully responsible to User for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. 8. USE OF USER NAME OR EMBLEM Contractor 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 Contractor has been approved or endorsed by User, nor refer to the existence of this Agreement in press releases, advertising or materials distributed to prospective customers. Notwithstanding the foregoing, Contractor may acknowledge, when asked, that the User is a NetFile client. 9. AUDITS User, through its authorized representatives, has the right during the term of this Agreement, and for three (3) years from the date of final payment for goods and/or Services provided under this Agreement, to audit the books and records of Contractor regarding matters covered by this Agreement. Contractor agrees to maintain accurate books and records in accordance with generally accepted accounting principles. Any expenses not so recorded shall be disallowed by User. Contractor agrees to help User meet any reporting requirements with respect to Contractor's Services if requested by User in writing. 10. QUALIFICATIONS OF CONTRACTOR Contractor represents that its personnel are qualified to furnish Services of the type and quality which User requires. User expressly relies on Contractor's representations regarding its skills and knowledge. Contractor shall promptly perform all Services requested by User in a safe manner and in accordance with all federal, state, and local operation and safety regulations. Contractor shall work closely with and be guided by User. Contractor shall also perform all work in accordance with generally accepted business practices and performance standards of the industry. 11. MONITORING OF SERVICES User may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to User policy and to the terms of this Agreement. User may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable User, county, state, and federal requirements. If any action of Contractor constitutes a breach, User may terminate this Agreement pursuant to the provisions described herein. 12. WARRANTY Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from known defects, in a timely manner, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to User when defects are due to the negligence, errors or omissions of Contractor. Contractor further 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 as set forth in Exhibit A, 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 -p*ty rights by Contractor. Contractor further warrants that NetFile servers have a guarantee uptime of 991/6 and for so long as User shall pay the fees described in this Agreement (a) the System will be materially free of errors, and (b) Contractor will provide the Professional Services in a professional and workmanlike manner consistent with the highest industry standards. Contractor further warrants, during the term of this Agreement, that (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) Contractor will not interfere with or disrupt User's or the User's use of the System. For purposes of this Agreement, 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." Contractor agrees to implement reasonable procedures adequate to prevent any software, link or code provided to User hereunder from being contaminated with Harmful Code. If Contractor learns of or suspects the existence of any Harmful Code, Contractor will immediately - notify User and make every effort to remove the Harmful Code. 13. NON - DISCRIMINATION Contractor shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring, or treatment of n subcontractors, vendors or suppliers. Contractor shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. Contractor understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination, debarment, or other sanctions. 14. CONTRACTOR TO HOLD USER HARMLESS Subject to the limitations set forth in Exhibit A (SCOPE OF SERVICES) Section F (LIMITATION OF LIABILITY), Contractor agrees to indemnify, protect, defend, and hold harmless User, its User Council, officers and employees 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 Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the performance of the Services by Contractor, its agents, subcontractors and/or assigns under this Agreement. 15. INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor 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 Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C attached and incorporated by this reference. 16. AMENDMENTS This Agreement may be amended only with the written consent of both Parties. 17. INTEGRATED DOCUMENT This Agreement represents the entire agreement between User and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of User prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon User. 18. SEVERABILITY CLAUSE In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect. 19. LAW GOVERNING CONTRACT This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. 20. DISPUTE RESOLUTION a. Any controversies or claims between Contractor and User regarding this Agreement must first be put in writing and delivered to the other_ Party. The Parties will meet in good faith to attempt to resolve the issue in question. If the Parties fail to come to an agreement on the resolution of the issue, all required administrative procedures must be followed. If all administrative procedures are exhausted and the Parties are unable to resolve the issue, the matter must be submitted to mediation within thirty (30) calendar days after the written request for mediation is delivered by one Party. b. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request that the Superior Court of Shasta County appoint a mediator. The mediation meeting shall not exceed one work day [eight (8) hours]. The Parties may agree to extend the time allowed for mediation under this Agreement. c. Mediation under this section is a condition precedent to filing an action in any court. In the event litigation or mediation arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorneys' fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. d. Only after both the administrative dispute resolution procedure and the mediation procedure have failed to resolve a dispute between the Parties may one or both of the Parties file suit in the appropriate civil court. FAR % WL04 The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. 22. ELECTION OF REMEDIES The pursuit by any Parry of any specific remedy shall not exclude any other remedy available to the Party. 23. CONFLICT OF INTERESTS This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no User officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise User if a conflict arises. 24. TERMINATION OF THE AGREEMENT a. Termination Without Cause Either Party may terminate this 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 Parry receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and User shall pay Contractor for all Services satisfactorily performed up to such date. b. Termination For Cause For purposes of this Agreement, the term "default" shall mean the. failure of any Party to perform any material obligation in the time and manner provided by this Agreement. Either Party may terminate this Agreement in the event of a default by the other Party by providing a written Notice of Termination to the defaulting Party. Such Notice of Termination shall become effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of Termination for cause shall include a statement by the terminating Party setting forth grounds for determination of default under the Agreement. In the event this Agreement is terminated for cause as set forth under this section, User shall pay Contractor for all Services satisfactorily performed up to the date the Agreement is terminated. User may deduct from such payment the amount of actual damage, if any, sustained by User due to Contractor's failure to perform the Services or for breach of this Agreement. c. Opportunity to Cure Default Upon receipt of a Notice of Termination for Cause by a Party arising from its default under this Agreement, the defaulting Party shall have five (5) days from the receipt of such notice to cure the default by making such payment or performing the required obligation. If the default is cured to the mutual satisfaction of the Parties, the Agreement shall remain in effect upon written acceptance of the cure by the Party who issued the Notice of Termination for Cause. In addition to, and cumulative to all other remedies in law, at equity and provided under this Agreement, in the event Contractor is in material default of its duties or obligations under this Agreement and it fails to cure the default within five (5) days after receipt of written notice of Termination for Cause from User, User may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Contractor under this Agreement during the period beginning with the 6th day after Contractor's receipt of notice of Termination for Cause, and ending on the date that the default has been cured to the reasonable satisfaction of User, an amount that is in proportion to the magnitude of the default or the service that Contractor is not providing. Upon curing of the default by Contractor, User will cause the withheld payments to be paid to Contractor, without interest. d. Termination Due to Unavailability of Funds When funds are not appropriated or otherwise made available by the User to support continuation of performance, the Agreement shall be cancelled and the Contractor shall be reimbursed for the reasonable value of any nonrecurring cost incurred but not amortized in the price of the supplies or services delivered under the Agreement prior to termination. 25. NOTICES All notices to the Parties shall, unless otherwise requested in writing, be sent to User addressed as follows: City of Gilroy City Clerk 7351 Rosanna Street Gilroy, CA 95020 And to Contractor addressed as follows: NetFile 2707 Aurora Road Mariposa, CA 95338 or by facsimile at (209) 391 -2200 26. HOSTING SERVICES a. Availability of Services. Subject to the terms of this Agreement, Contractor shall use its best efforts to provide online access to the User and filers of FPPC Statement of Economic Interests forms for twenty -four (24) hours a day, seven (7) days a week upon completion of the parsed database and accepted by the User and thereafter, throughout the term of this Agreement. User agrees that from time to time Contractor's servers may be inaccessible or inoperable for various reasons, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Contractor may undertake from time to time; or (iii) causes beyond the control of Contractor or which were not reasonably foreseeable by Contractor, including interruption or failure of communications or transmission links, hostile network attacks or other failures (collectively "Downtime "). Contractor shall provide forty-eight (48) hour advance notice to User in the event of any scheduled Downtime. Contractor shall use its best efforts to minimize any disruption, inaccessibility and/or inoperability in connection with the Downtime, whether scheduled or not. In the event of any Downtime, User shall be entitled to a pro -rata reduction of any payments due and payable to Contractor for such period. b. Backups Contractor shall maintain backup servers and telecommunications connections and maintain weekly backups of User's database of FPPC Statement of Economic Interests Form filings on such backup servers. Contractor's disaster recovery and contingency planning, equipment, software, and telecommunications connections shall enable Contractor to provide User access on and from such backup servers within forty-eight (48) hours of any disruption in service. C. Storage and Security Contactor shall operate and maintain the servers in good working order with access restricted to qualified employees of Contractor and persons specifically designated by User. Contractor shall undertake and perform the measures set forth in Exhibit A to ensure the security, confidentiality subject to Section 27 d. below, and integrity of all User content and other proprietary information transmitted through or stored on Contractor's server(s), including, without limitation: (i) firewall protection; (ii) maintenance of independent archival and backup copies of the User's content; and (iii) protection from any network attack and other harmful, malicious, or disabling data, work, code or program. d. Non - Disclosure Contractor shall comply with all laws and regulations applicable to the gathering, processing, storing, transmitting and dissemination of personal information. Contractor will not disclose any personal information except as required pursuant to the FPPC Statement of Economic Interests Forms laws, without User's prior written consent, unless such disclosure is (i) authorized pursuant to the FPPC Disclosure laws; (ii) required by law or regulation, but only to the extent and for the purpose of such law or regulation; (iii) is in response to a valid order of any court of competent jurisdiction or other government body, but only to the extent of and for the purpose of such order, and only if Contractor first notifies User of the order and permits User to seek an appropriate protective order; or (iv) with written permission of User in compliance with any terms or conditions set by User regarding such disclosure. 28. LIABILITY FOR USER SCANNED DOCUMENTS 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 the Contractor. In no event does the Contractor accept liability created by any document scanned into the System by the User. The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly and authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. The City of Gilroy, APPROVED AS TO FORM: J. Ed and Tewes Acting City Administrator 7351 Rosanna Street Gilroy, CA 95020 NetFile, Inc. BY: / TOM DIEBERT Vice President NetFile, Inc. 2707 Aurora Road Mariposa, CA 95338 Telephone: (209) 742 -4100 Facsimile: (209) 391 -2200 • AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF GILROY, CALIFORNIA AND NETFILE EXHIBIT A SCOPE OF SERVICES The Services to be performed for the User 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. EXHIBIT A — CONTRACT SPECIFICS A. Expected Outcome NetFile will develop and maintain a system that permits the City of Gilroy ( "User ") and users authorized by the User to (1) Electronically file FPPC Statement of Economic Interest, Form 700 ( "SEI ") (up to 130 filers per calendar year) to be available (in redacted form) for public viewing of documents over the Internet through a link on the User's website; (3) maintain a database of the FPPC SEI forms to track filings and generate filing deadline and amendment letters and (4) allow the User to scan 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 Statement of Economic Interest, Form 700 (hereinafter collectively referred to as "FPPC Forms "); (2) availability of 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 User's website; (3) maintaining a database of the FPPC Forms to track filings and generate filing deadline and amendment letters and (4) allow the User to scan FPPC Forms not submitted electronically. C. Scope of Service 1. For two years from the date of execution of the service agreement, NetFile will develop and maintain a system that: (a) For Filers Using the Internet: i. Allows the User 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 User's web site. ii. 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 Statement of Economic Interest Forms. iii. Once the forms have been uploaded, 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. iv. Allows Filers to print a copy, using Adobe Acrobat Reader, of the forms that they upload to NetFile's secure site. v. Allows Filers to access earlier validated electronically filed forms. (b) For the User: i. Allows tracking of Filers and all electronically filed forms in a database. ii. Allows User to scan hard copy filings and post to the online searchable database provided a liability waiver is signed by the User absolving NetFile of any liability associated with manually redacted documents not under the control of NetFile during the redaction process. (c) For All FPPC Forms Uploaded to NetFile's Secure Site: i. 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, accessible by the public, will have all street addresses and bank account information, if applicable, blocked from view. (d) For the Public: i. Allows the public to search and view electronically filed documents (with street addresses and bank account information, if applicable, blocked from view) over the Internet. ii. 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 User Clerk. 2. NetFile's system will, among other things: • Issue an ID number and password for Filers. ® Grant different user access and security levels for User staff. ® Store and edit general information about Filers. • Store and edit all filings by individual statement periods where applicable. • Generate notification letters telling the filer of the upcoming filing deadline. • Indicate how filings were received. • Track deadlines for filings and amendments and generate letters notifying Filers of delinquencies. • Track delinquencies and generate letters notifying Filers of fines. • Allow the public to search and view the database and complete list of electronic filings (with addresses and bank account information, if applicable, redacted) via the Internet. • Allow the public to search and view the database and complete electronic filings (without addresses and bank account information redacted) on kiosk provided by the User located in office. • 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. 3. NetFile will also: • Provide unlimited support to the User staff by email or phone during NetFile's normal working business hours. 4. All intellectual property, including existing source code or additional source code written for the purpose of developing this system for the User, will be the sole property of NetFile. If NetFile were to cease operations during the contractual period, NetFile would provide to the User all source code relative to the User's system. D. Performance Standards Performance standards are based upon providing deliverables according to the timeline for performance as determined by Project Manager (City Clerk), and whether the system meets the expected outcome in terms of timeliness and functionality. NetFile servers have a guaranteed uptime of 99 %. F. Payment Schedule The payment for ongoing services shall be as follows: NetFile will submit an invoice for continuing ongoing services of SEI Forms, in the amount of $2,650 per year on the day the contract is signed. Payment terms are net 30 days from date of invoice. This fee amount covers up to 130 filers on an annual basis. G. Additional Terms Submitted by NetFile - Limitation of Liability The maximum liability to the User by NetFile and its licensors, if any, under this 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 pursuant to Exhibit C, the limits of liability to User by NetFile shall not be less than the amount of applicable, valid, and collectible insurance set forth in Exhibit C. -Live Training Sessions Contractor will conduct all live training sessions (staff and filer) in a combined format for the Cities of Gilroy and another yet to be named City. Contractor will train at either location. The Cities of Gilroy and the other City are allowed one live combined staff training session and one live combined filer training session per year. It is up to the discretion of the contractor to provide additional free training sessions in any given year. - Unlimited e-mail support for User Staff with guaranteed 1 working day turnaround - Unlimited telephone support for User Staff during normal business hours of M -F 9:00 am to 5 pm. -E -mail based filer help with guaranteed 3 working day turnaround - NetFile pays for FPPC SEI $1,000 paperless application fee for Gilroy AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF GILROY, CALIFORNIA AND NETFILE EXHIBIT B SCHEDULE OF FEES User shall pay Contractor the sum of $2,650 dollars per year for up to 130 filers per year. All invoices shall be submitted to the User at the address shown below: City of Gilroy City Clerk 7351 Rosanna Street Gilroy, California 95020 Contractor shall submit the following information with each invoice: (a) Date of invoice; (b) Detailed description of Deliverable; and, (c) Price, as applicable User and Contractor agree to negotiate in good faith as to any disputes regarding the payment of Contractor's invoices by User. Renewal Fees: The Agreement may be extended by mutual agreement of both parties in writing. AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF GILROY, CALIFORNIA AND NETFILE EXHIBIT C INSURANCE REQUIREMENTS INSURANCE COVERAGE REQUIREMENTS Without limiting the Contractor's indemnification of the User, and prior to commencing any of the Services required under this Agreement, the Contractor shall purchase and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements: A. COMMERCIAL GENERAL LIABILITY INSURANCE 1. Commercial General Liability Insurance policy which provides coverage that shall in no event be less than, the following: $1,000,000 each occurrence $1,000,000 general aggregate $1,000,000 personal injury 2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form. B. WORKERS' COMPENSATION 1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury. 2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s). AC° °® CERTIFICATE OF LIABILITY INSURANCE ° 101=20;5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement- A statement on this certificate does not confer rights to the cerWicate holder In lieu of such endorsement(s). PRODUCER State Farm Insurance 2525 N. Lake Ave., Ste 2 a Aitadene, CA 91001 JOHN DIEHL ENE s2s 7g1 -9913 Ro • 626a91 -9418 jAJrQ- E41.411 4QHN@JDIEHLCOM PRO MER OD75MB INSU AFFORDING COVERAGE NAIC s INSURED NETFILE PO BOX 70 AHWNAHNEE CA 93601 -0070 INSURER A: State Farm General Insurance Company 26151 IMRER B: State Fart Fire and Casually Company 26143 INSURER C : s 1,000,000 INSURER O: $ 300•OW INSURER E : Y INSURER F : s 5.000 UnVLRAGFS CFRTIFI( --ATE MI1MRv -w. RFvminN MIIMRFR- THIS IS TO CERnFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. .NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMBER um EFF POLICY EJ(P uhm A GENERALLIABLITY X COMMERCIAL GENERAL LIABILITY CLAMS -MADE r771 OCCUR 92 XV- 7702 -4 03101M015 03MI12016 EACH OCCURRENCE s 1,000,000 PREMISES Ea occurrence $ 300•OW Y Y MED EXP (Any ors persona s 5.000 PERSONAL a ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2.000,OW GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY t�Ro- LOC PRODtACTS- COMP/OPAGG I S 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea arm s BODILY INJURY (Par porn) S BODILY I,61URY (Per accident) $ PROPERTY WIMAGE (Per accidard) $ $ $ umaRELA LIAR EXCESSIIAB OCCUR I CUUM�E EACH OCCURRENCE s ❑' AGGREGATE s DEDUCTIBLE RETENTION S $ $ B WORKERS COMPENSATION AND EMPLOYERS LIABIIJTY ANY PROPRIETORJPARTNER/F.XECUTNE YIN OFFICER/MEMBER EXCLUDED? ❑Y tea=,1n N� it yes, desame antler N 1 A I 92-01 _r; 85.4 03101201S 0310112016 x RY 1 i E.L. EACH ACCIDENT $ 1.000.000 Y E-L DISEASE - EA EMPLOYEE $ 1.000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,ODD B TECHNOLOGY ERRORS s OMISSIONS Y 342011 0211112015 02111!2016 32.W0,00o - EACH WROf GFUL ACT 52,000,090 -TOTAL LIMIT OF LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Adit*M Remarks Schedule, H more apace Is requirem DATA AND INFORMATION STORAGE CANCELLATION NOTICE: IF ANY POLICIES ARE CANCELED BEFORE THE EXPIRATION DATE, STATE FARM WILL TRY TO MAIL A WRITTEN NOTICE TO THE CERTIFICATE HOLDER 30 DAYS BEFORE CANCELLATION. City of Gilroy, its officers, SHOULD ANY OF THE officials and employees PPOLI�CY PROVISIONS. 7351 Rosanna Street AUTHORIZED REPREi6 WA IMIRNA SERNA l \_ V\ 0 i9ti8- 2009 ACt ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD MOM PEES BE CANCELLED BEFORE THE WILL BE DELIVERED IN ACCORDANCE WITH THE ATION. All rights reserved. 1001485 132549.4 02 -11 -2010 Policy No. 92 XV7702 4 CMP- 4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP- 4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 XV7702 4 Named Insured: NETFILE INC Name And Address Of Additional Insured Person Or Organization: City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 SECTION 11 — WHO IS AN INSURED of SECTION II LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage ", or "personal and advertis- ing injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b. Products – Completed Operations "Your work" performed for that additional insured and included in the "products - completed operations hazard ". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or "suit' is tendered to us. O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contractor agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; CMP- 4786.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit" to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC - TION II — LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. b. Regardless of any agreement _between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP4786.1 1007033 148011 08 -21 -2014 0, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. i Policy No. 92 XV7702 4 age 1 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP -4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 X77702 4 Named Insured: NETFILE INC Name And Address Of Person Or Organization: City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP -4787 1006225 137715.1 11 -19 -201'3 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ISM StateFarm STATE FARM GENERAL INSURANCE COMPANY A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON. ILLINOIS DECLARATIONS AMENDED OCT 6 2015 900 Old River Rd Bakersfield, CA 93311 -9501 R -23- 3003 -FA2F F Z 002924 3123 Addl Insured- Section II Only CITY OF GILROY, ITS OFFICERS AND EMPLOYEES 7351 ROSANNA ST GILROY CA 95020 -6141 Office Policy Policy Number 92 -XV- 7702 -4 Policy Period Effective Date Expiration Date 12 Months MAR 1 2015 MAR 1 2016 The policy period begins and ends at 12:01 am standard time atthe premises Tocation. Named Insured NETFILE INC PO BOX 70 AHWAHNEE CA 93601 -0070 Automatic Renewal - If the policy period is shown as 12 months, this policy will be renewed automatically subjectto the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee /Lienholder written notice in compliance with the policy provisions or as required by law. Entity: Corporation Reason for Declarations: Your policy is amended OCT 6 2015 ADDITIONAL INSURED ADDED PREMIUM ADJUSTMENT FORM CMP- 4786.1 ADDED Endorsement Premium Increase $ 44.00 Discounts Applied: Renewal Year Years in Business Protective Devices Claim Record Prepared OCT 26 2015 CMP -4000 024170 290 Al N © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Dffice, Inc., with its permission. Continued on Reverse Side of Page Page 1 of 6 538 666 a2 05 31 7011 101132310 DECLARATIONS (CONTINUED) Office Policy for CITY OF GILROY ITS OFFICERS Policy Number. 92- XV- 770i -4 SECTION 1- PROPERTY SCHEDULE Location Location of Limit of Insurance* Limit of Insurance" Seasonal Number Described Increase- Premises Coverage A - Coverage B - Business Buildings Business Personal Personal Property Property . 001 2707. AURORA CT $ 247,500 $ 82,200 25% MARIPOSA CA 95338 -9755 * As of the effective date of this policy, the Limit of Insurance as shown includes any increase in the: limit due to Inflation Coverage. SECTION I - INFLATION COVERAGE INDEXES) Cov A - Inflation Coverage Index: 163.2 Cov B - Consumer Price Index: 238.3 SECTION I - DEDUCTIBLES Basic Deductible $1,000 Special Deductibles: Money and Securities $250 Employee Dishonesty $250 Equipment Breakdown $1,000 Other deductibles may apply.- refer to policy. Prepared OCT 26 2015 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP -4000 Includes copyrighted material of Insurance Servi6es Office, Inc., with its permission. 024170 Continued on Next Page Page 2 of 6 StateFarm � � DECLARATIONS (CONTINUED) Office Policy for CITY OF GILROY ITS OFFICERS Policy Number 92- XV- 7704 SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown in these Declarations, unless indicated by "See Schedule." If a coverage does not have a corresponding limit shown below, but has "Included" indicated, please refer to that policy provision for an explanation of that coverage. LIMIT OF COVERAGE INSURANCE Accounts Receivable On Premises $50,000 Off Premises $15,000 Arson Reward $5,000 Back -Up Of Sewer Or Drain $15,000 Collapse Included Damage To Non -Owned Buildings From Theft, Burglary Or Robbery Coverage B Limit Debris Removal 25% of covered loss Equipment Breakdown Included Fire Department Service Charge $5,000 Fire Extinguisher Systems Recharge Expense $5,000 Forgery Or Alteration $10,000 Glass Expenses Included Increased Cost Of Construction And Demolition Costs (applies only when buildings are 10% insured on a replacement cost basis) Money And Securities (Off Premises) $5,000 Money And Securities (On Premises) $10,000 Money Orders And Counterfeit Money $1,000 Newly Acquired Business Personal Property (applies only if this policy provides $100,000 Coverage B - Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides $250,000 Coverage A - Buildings) Prepared OCT 26 2015 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP -4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 024171 290 Continued on Reverse Side of Page Page 3 of 6 N DECLARATIONS (CONTINUED) Office Policy for CITY OF GILROY ITS OFFICERS Policy Number 92- XV- 7701 -4 Ordinance Or Law - Equipment Coverage Outdoor Property Personal Effects (applies only to those premises provided Coverage B - Business Personal. Property).: Personal. Property Off Premises Pollutant Clean Up And Removal ' Preservation Of Property Property Of Others (applies only to those premises provided Coverage B - Business Personal Property) Signs Unauthorized Business Card Use Valuable Papers And Records On Premises Off Premises Water Damage, Other Liquids, Powder Or Molten Material Damage Included $5,000 $5,000 $15,000 $1.0,000 30 Days $2,500 $2,500 $5,000 $50,000 $15,000 Included SECTION I - EXTENSIONS OF COVERAGE - _LIMIT_OF INSURANCE!- PER POLICY The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. COVERAGE Dependent Property - Loss Of Income Employee Dishonesty Utility Interruption - Loss Of Income Loss Of Income And Extra Expense LIMIT OF INSURANCE $5,000 $10,000 $10,000 Actual Loss Sustained -12 Months Prepared © OCT 26 2015 Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP -4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 024171 Continued on Next Page Page 4 of 6 StateFarm • ••„ DECLARATIONS (CONTINUED) Office Policy for CITY OF GILROY ITS OFFICERS Policy Number 92- XV- 7704 SECTION II - LIABILITY Products /Completed Operations Aggregate $2,000,000 General Aggregate $2,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II - Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP -4101 LIMIT OF COVERAGE INSURANCE Coverage L - Business Liability $1,000,000 Coverage M - Medical Expenses (Any One Person) $5,000 Damage To Premises Rented To You $300,000 FE- 6999.1 LIMIT OF AGGREGATE LIMITS INSURANCE Products /Completed Operations Aggregate $2,000,000 General Aggregate $2,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II - Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP -4101 Businessowners Coverage Form CM P-4786.1 *Addl Insd Owners Lessee Sched CMP- 4713.1 Excl Testing Consulting E &O CMP -4714 Excl Data Processing and Prog CMP- 4795.1 Addl Insd Designated Premises FE- 6999.1 Terrorism Insurance Cov Notice CM P-4787 Waiver of Trans Rgt of Recov CMP- 4788.1 Addl Insd Mgrs Lessor of Prem CMP- 4819.1 Unauthorized Business Card Use CMP -4698 Back -Up of Sewer or Drain CMP -4704 Dependent Prop Loss of Income CMP -4710 Employee Dishonesty CMP -4709 Money and Securities Prepared OCT 26 2015 7 Copyright State Farm Mutual Automobile Insurance Company, 2008 CMP -4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 024172 290 Continued on Reverse Side of Page N Page 5 of 6 DECLARATIONS (CONTINUED) Office Policy for CITY OF GILROY ITS OFFICERS Policy Number 92- XV- 770i -4 CMP -4703 Utility Interruption Loss Incm CMP - 4705.1 Loss of Income & Extra Exprise FD -6007 Inland Marine Attach Dec * New Form Attached This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. Secretary President IMPORTANT NOTICE: California law requires us to provide you with information for filing complaints with the State Insurance Department regarding the coverage and service provided under this policy. Complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. Please forward such complaints to: California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CK 90013 Or call toll free: 1800- 927 - HELP. Prepared OCT 26 2015 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP -4000 Includes copyrighted material of Insurance Services Office, Inc; with its permission. 024172 290 N Page 6 of 6 State Farm STATE FARM GENERAL INSURANCE COMPANY A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON. ILLINOIS INLAND MARINE ATTACHING DECLARATIONS 900 Old River Rd Bakersfield, CA 93311 -9501 R -23- 3003 -FA2F F Z Named Insured NETFILE INC PO BOX 70 AHWAHNEE CA 93601 -0070 ATTACHING INLAND MARINE Policy Number 92 -XV- 7702 -4 Policy Period Effective Date Expiration Date 12 Months MAR 1 2015 MAR 1 2016 The policy period be�ins and ends at 12:01 am standard time atthe premises ocation. Automatic Renewal - If the policy period is shown as 12 months , this policy will be renewed automatically subjectto the premiums, rules and forms in effectfor each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee /Lienholder written notice in compliance with the policy provisions or as required by law. Annual Policy Premium Included The above Premium Amount is included in the Policy Premium shown on the Declarations. Your policy consists of these Declarations, the INLAND MARINE CONDITIONS shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequentto the issuance of this policy. Forms, Options, and Endorsements FE -8739 Inland Marine Conditions FE -6271 Amendatory Endorsement FE -8745 Inland Marine Computer Prop See Reverse for Schedule Page with Limits Prepared OCT 26 2015 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 FD -6007 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 024173 530 -685 e.2 05 31 -2011 WQ232c) 92 -XV- 7702 -4 ATTACHING INLAND MARINE SCHEDULE PAGE ATTACHING INLAND MARINE ENDORSEMENT LIMIT OF DEDUCTIBLE - ANNUAL NUMBER COVERAGE INSURANCE AMOUNT PREMIUM FE -8745 Inland Marine Computer Prop $ 25,000 $ 500 Included Loss of Income and Extra Expense $ 25,000 Include d OTHER LIMITS AND EXCLUSIONS MAY APPLY - REFER TO YOUR POLICY Prepared OCT 26 2015 © Copyright, State Farm Mutual Automobile Insurance Company, 2008, FD -6007 Includes copyrighted material of Insurance Services Office, Inc., With its permission. 024173 " .530 -686 0.2 0511 -.2011 (W3233c)