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HomeMy WebLinkAbout04-04-2016 NetFile, Inc. Electronic Filing of Statements of Economic Interest (FPPC Form 700) - AgreementAGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SAN LUIS OBISPO, CALIFORNIA AND NETFILE, INC. This agreement for the performance of services ( "Agreement ") is made and entered into on this 29th day of March, 2016 ( "Effective Date "), by and between NetFile, Inc., a California corporation, with its principal place of business located at 2707 Aurora Road, Mariposa, California 95338 ( "Contractor "), and the City of San Luis Obispo, California, with its principal place of business located at 990 Palm Street, San Luis Obispo, CA 93401 ( "City "). City 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. City desires to continue with 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 City'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 City agree as follows: AGREEMENT PROVISIONS 1. SERVICES TO BE PROVIDED City 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 City at his /her own risk and expense. 2. TERM OF AGREEMENT The term of this Agreement shall begin on the Effective Date of March 29, 2016 and terminate at the end of the day March 29, 2019. The fee for this service is listed in the "Compensation and Payment" section below. After March 29, 2019, this Agreement for continued service may be renewed annually by City at mutually agreed upon rates. 3. COMPENSATION AND PAYMENT a. For the time period of March 29, 2016 through March 29, 2019, Contractor will provide for the use of the Statement of Economic Interests System for up to 150 filers at an ongoing quarterly rate of one thousand dollars ($1,000.00) and be guaranteed through March 29, 2019. b. Contractor will bill City on an ongoing quarterly basis for Services provided by Contractor in advance of the quarter. City will pay Contractor within thirty (30) days of City's receipt of invoice. City has the option of being billed annually at a rate of $4,000 in lieu of quarterly payments. c. Contractor agrees to pay for any and all application fee(s) to the FPPC for approving the system for paperless fling for the City. This includes the initial application fee of $1,000 and any additional fees the FPPC requires to continue with the paperless filing status of the City for as long as the City is a client of the Contractor. 4. NO ASSIGNMENT OF AGREEMENT City 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 City. 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 City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City 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 City pre- approves such subcontractors in writing. Contractor shall be as fully responsible to City 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 CITY NAME OR EMBLEM Contractor and its employees, agents and representatives will not, without the prior written consent of City in each instance, use in advertising, publicity or otherwise the name of City or any affiliate of City, or any officer or employee of City, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by City or its affiliates, nor represent, directly or indirectly, that any product or service provided by Contractor has been approved or endorsed by City, 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 City is a NetFile client. 9. AUDITS City, 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 City. Contractor agrees to help City meet any reporting requirements with respect to Contractor's Services if requested by City in writing. 10. QUALIFICATIONS OF CONTRACTOR Contractor represents that its personnel are qualified to furnish Services of the type and quality which City requires. City expressly relies on Contractor's representations regarding its skills and knowledge. Contractor shall promptly perform all Services requested by City 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 City. Contractor shall also perform all work in accordance with generally accepted business practices and performance standards of the industry. 11. MONITORING OF SERVICES City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable city, City, state, and federal requirements. If any action of Contractor constitutes a breach, City 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 City 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 -party rights by Contractor. Contractor further warrants that NetFile servers have a guarantee uptime of 99% (which includes all scheduled maintenance throughout the year) and for so long as City 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 City'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 City hereunder from being contaminated with Harmful Code. If Contractor learns of or suspects the existence of any Harmful Code, Contractor will immediately notify City 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 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 CITY 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 the City, its City 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 City 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 City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City 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 City. 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 and interpreted using the laws of the State of California. 20. DISPUTE RESOLUTION a. Any controversies or claims between Contractor and City 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 Northern CA 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. 21. VENUE The venue of any suit filed by either Party shall be vested in the state courts of the County of San Luis Obispo, or if appropriate, in the United States District Court, Northern District of California. 22. ELECTION OF REMEDIES The pursuit by any Party 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 City 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 City 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 Party receives such notice. After either Party tern-iinates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City 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, City shall pay Contractor for all Services satisfactorily performed up to the date the Agreement is terminated. City may deduct from such payment the amount of actual damage, if any, sustained by City 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 City, City 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 City, 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, City 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 City 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. e. Data Recovery If the services are terminated for any reason, the City will receive a DVD copy of all data created in the system by the City within 10 working days of notification of termination. f. Deletion of Data The City has the right at any time during the contract period as well as upon the termination of the Agreement to instruct the Contractor to delete all City created data in the system. This request must be in writing and the Contractor has 21 working days to complete the deletion of the data from the system. 25. NOTICES All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows: City of San Luis Obispo City Clerk 990 Palm Street San Luis Obispo, CA 93401 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 City and filers of FPPC forms for twenty -four (24) hours a day, seven (7) days a week upon completion of the parsed database and accepted by the City and thereafter, throughout the term of this Agreement. City 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 City 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, City 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 City's database of FPPC Form filings on such backup servers. Contractor's disaster recovery and contingency planning, equipment, software, and telecommunications connections shall enable Contractor to provide City 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 City. 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 City content and other proprietary information transmitted through or stored on Contractor's server(s), including, without limitation: (i) firew;ali protection; (ii) maintenance of independent archival and backup copies of the City'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 accepted as required pursuant to the FPPC Forms laws, without City'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 City of the order and permits City to seek an appropriate protective order; or (iv) with written permission of City in compliance with any terms or conditions set by City regarding such disclosure. 27. OWNERSHIP OF DATA All data created in the system by the City or users authorized by the City is the property of the City. All source code created by the Contractor is the property of the Contractor. 28. UPGRADES TO SYSTEM All upgrades to the system by Contractor will be gratis to the City unless mutually agreed upon by both parties in writing. 29. LIABILITY FOR CITY SCANNED DOCUMENTS City accepts any and all liability resulting from the placement of documents scanned by the City 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 City. 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 San Luis Obispo, 6ttu City�Manager 990 Palm Street San Luis Obispo, CA 93401 Telephone: 949.362.4302 NetFile, Inc. BY: TOM DIEBERT Vice President NetFile, Inc. 2707 Aurora Road Mariposa; CA - 95338 - Telephone: (209) 742 -4100 Facsimile: (209) 391 -2200 Lee rnce, MMC Interim City Clerk AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SAN LUIS OBISPO, CALIFORNIA AND NETFILE EXHIBIT A SCOPE OF SERVICES The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal which is added to this Exhibit A and incorporated by this reference. EXHIBIT A — CONTRACT SPECIFICS A. Expected Outcome NetFile will develop and maintain a system that permits the City of San Luis Obispo ( "City ") and users authorized by the City to (1) Electronically file FPPC Statements of Economic Interest, Form 700 ( "SEI ") and to be available, at the option of the City (in redacted form) for public viewing of documents over the Internet through a link on the City's website; (2) maintain a database of the FPPC SEI forms to track filings and generate filing deadline and amendment letters and (3) allow the City 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 ( "FPPC Forms "); (2) at the option of the City, 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 City's website; (3) maintaining a database of the FPPC Forms to track filings and generate filing deadline and amendment letters and (4) allow the City to scan FPPC Forms not submitted electronically. C. Scope of Service 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 City to provide to Filers who have their own access to the Internet, a user ID and password which is used to log on to a secure site hosted on NetFile's web server but accessible via the City's web site. 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. iii. Once the forms have been uploaded, NetFile's secure site validates the submitted filing and notifies the Filer that the Tiling 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 City. i. Allows tracking of Filers and all electronically filed forms in a database. ii. Allows City to scan hard copy filings and post to the online searchable database provided a liability waiver is signed by the City absolving NetFile of any liability associated with manually redacted documents not under the control of NetFile during the redaction process. (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, at the option of the City, accessible by the public, will have all street addresses and bank account information, if applicable, blocked from view. (d) For the Public: i. At the option of the City, allows the public to search and view electronically filed documents (with street addresses, if applicable, blocked from view) over the Internet. 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 City 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 City 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. • At the option of the City, allow the public to search and view the database and complete list of electronic filings (with addresses and bank account information, if applicable, redacted) via the Internet. • At the option of the City, allow the public to search and view the database and complete electronic filings (without addresses and bank account information redacted) on a computer provided by the City located in the City's office. • 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 City 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 City, will be the sole property of NetFile. If NetFile were to cease operations during the contractual period, NetFile would provide to the City all source code relative to the City's system. 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 services shall be as follows: Quarterly billing of $1,000 per quarter will commence on March 29, 2016 with terms due net 30 days from date of invoice. City has option to be billed on an annual basis of $4,000 per year. G. Additional Terms Submitted by NetFile LIMITATION OF LIABILITY The maximum liability to the City by NetFile and its licensors, if any, under this agreement, or arising out of any claim by the City 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 City 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 City 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 City by NetFile shall not be less than the amount of applicable, valid, and collectible insurance set forth in Exhibit C. AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SAN LUIS OBISPO, CALIFORNIA AND NETFILE EXHIBIT B SCHEDULE OF FEES During the initial time period of March 29, 2016 through March 29, 2019, City shall pay NetFile the quarterly rate of one thousand dollars ($1,000.00) ongoing for the Statement of Economic Interests system. See Section 3. COMPENSATION AND PAYMENT for additional future rate details. City has the option to be billed on an annual basis of $4,000 per year. All invoices shall be submitted to the City Clerk at the address shown below: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor shall submit the following information with each invoice: (a) Date of invoice; (b) Detailed description of Deliverable; and, (c) Price, as applicable City and Contractor agree to negotiate in good faith as to any disputes regarding the payment of Contractor's invoices by City. AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SAN LUIS OBISPO, CALIFORNIA AND NETFILE EXHIBIT C INSURANCE REQUIREMENTS INSURANCE COVERAGE REQUIREMENTS Without limiting the Contractor's indemnification of the City, 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 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 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). City Manager Repor! Final City Manager Approval App ov Nme j?a1p Approved City Administration -5-M A 4J44 f r, IM Reviewer Routing List Reviewer Name Date Reviewed City Attorney -5-M A c f /[ //� March 29, 2016 FROM: Lee Price, Interim City Clerk SUBJECT: Agreement with NetFile, Inc. for Electronic Filing of Statements of Economic Interest (FPPC Form 700) RECOMMENDATION Approve and authorize the City Manager to execute a professional services agreement with NetFile, Inc. to provide a system for the electronic filing of Statements of Economic Interest (FPPC Form 700), in an amount not -to- exceed $4,000 per year for three years. DISCUSSION Background The Political Reform Act of 1974 (Government Code Section 87200 -87300 et seq.) and the City's Conflict of Interest Code (Resolution No. 10582, 2014 Series) require certain appointed and elected officials, employees and consultants to file Statements of Economic Interest (FPPC Form 700) when assuming office, leaving office and annually by April 1 st. The City currently has approximately 130 filers. The process for filing the Form 700 has been, until recently, paper -based because State law required the original signature of each filer. In 2012, the Political Reform Act was amended to permit agencies to accept electronic filings, under certain conditions and in accordance with regulations adopted by the Fair Political Practices Commission (FPPC). To summarize, an agency that intends to permit electronic filing must: 1. Submit a proposal to the FPPC describing the electronic filing system and requesting approval and certification. 2. Pay a fee of $1,000. 3. Meet all the requirements outlined in the Political Reform Act, including automatic redaction of personal information to ensure privacy and electronic confirmation of filing. 4. Update the system annually to conform with FPPC- approved changes to the Form 700. 5. Inform the FPPC if there is a significant change in the system architecture. Agreement with NetFile Page 2 Findings There are only two vendors who provide systems approved by the FPPC for e- filing of Forms 700: NetFile and South Tech Systems. NetFile is the recommended provider of this service because: 1. NetFile provides an affordable pricing structure based on the number of filers and they guarantee the price for three years. 2. NetFile is the only service provider that pays the $1,000 fee to the FPPC to certify the system on behalf of the agency, thereby reducing the City's cost to implement the system by $1,000. 3. NetFile offers a larger suite of services, including a campaign finance statement e- filing system, public viewing portals for access to statements filed electronically, and mobile applications for filer ease. 4. San Luis Obispo County contracts with NetFile for e- filing of Forms 700. Using the same system will benefit elected officials who must also file with the County statements of economic interest because they serve as City representatives on regional boards /commissions. CONCURRENCES N/A FISCAL IMPACT NetFile guarantees a price of $1,000 per quarter for the system for up to 150 filers for three years. The City has the option of being billed annually at a rate of $4,000 in lieu of quarterly payments. The approval of this three -year service agreement will result in a total cost of $12,000. ATTACHMENTS 1. Professional Services Agreement with NetFile, Inc.