HomeMy WebLinkAboutAgreement - NetFile, Inc. - Electronic Campaign Filing Management System - Signed 2022-02-07City of Gilroy
Agreement/Contract Tracking
Today’s Date:
February 2, 2022 Your Name: Thai Nam Pham
Contract
Type:
Services over $5k - Contractor -
NO ENG OR DESIGN
Phone Number: 408 846-0204
Contract Effective Date:
(Date contract goes into effect)
2/7/2022
Contract Expiration Date: 6/30/2023
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
NetFile, Inc.
Contract Subject:
(no more than 100 characters)
Electronic Campaign Filing Management System
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
5,300.00
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN
CITY OF GILROY, CALIFORNIA
AND
NETFILE
EXHIBIT A-1
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) as well as FPPC Campaign Statements for all
committees that have a filing requirement to the User 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 all FPPC SEI and Campaign forms to track filings and generate filing deadline and
amendment letters and (4) allow the User to scan SEI and Campaign 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 and FPPC Campaign Statement Forms (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. NetFile will develop and maintain a system that:
(a) For Filers Using the Internet:
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
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 Forms that are required to be
filed to the User.
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.
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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 FPPC Forms, in the amount of $5,300 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 Form 700 filers on an annual basis as well as all filers who file FPPC Campaign
Statements to the User..
G. Additional Terms Submitted by NetFile
-Limitation of Liability
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
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.
-All training for the User is free and unlimited.
-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 initial FPPC SEI $1,000 paperless application fee for Gilroy
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN
CITY OF GILROY, CALIFORNIA
AND
NETFILE
EXHIBIT B-1
SCHEDULE OF FEES
User shall pay Contractor the sum of $5,300 dollars per year for up to 130 FPPC Form 700 filers
and all FPPC Campaign Form filers required to file to the User 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.
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
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.
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
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
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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.
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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
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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.
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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.
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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
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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
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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
DocuSign Envelope ID: BC84F2C8-669E-4986-8C38-22EBA9886FCD
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.
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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.
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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
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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
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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.
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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).
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