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HomeMy WebLinkAboutNETFILE (AKA WESTCOAST ONLINE INFORMATION SYSTEMS, INC) - 2013INSURANCE ON FILE IhORK NIAY PROCEED UNI1L INSURANCE EXPIRES N-2013-118 VVRK OF COUNCIL 419Vih" 5`131 18 1013 O', CO I C (2) AGREEMENT FOR THE PERFORMANCE OF SERVICES Mar a N lzar� BY AND BETWEEN pk_ CITY OF SANTA ANA AND "WESTCOAST ONLINE INFORMATION SYSTEMS, INC. DBA NETFILE" This agreement for the performance of services ("Agreement") is made and entered into on this 1st day of August, 2013 ("Effective Date"), by and between "Westcoast Online Information Systems, Inc. dba NetFile", a California corporation, with its principal place of business located at 2707 Aurora Road, Mariposa, California 95338 ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), with its principal place of business located at 20 Civic Center Plaza, Santa Ana, CA 92701. City and Contractor may be referred to herein individually as a "Parry" 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 August 1, 2013 and terminate at the end of the day July 31, 2017. The fee for this service is listed in the "Compensation and Payment" section below. City is granted an option to renew up to three additional two-year periods. Said options shall be exercised in writing at least thirty (30) days prior to the end of the initial term or any extension thereof. Notwithstanding failure to renew as provided herein, this Agreement may be continued by mutual written agreement of both Parties. 3. COMPENSATION AND PAYMENT The City qualifies for a special "Budget Buster" promotion offered at the CA City Clerks Conference that qualifies for a special discount off regular pricing. The intent of the Budget Buster promotion is to give the City the option of using the NetFile systems on a demo basis until the City is able to work into their budget. This promotion is good up to two years. After the 2nd year, the City would continue using the system at the normal contract rate or discontinue service at no cost to the City. a. From August 1, 2013 through July 31, 2015, Contractor will provide the use of the Campaign Disclosure System and Statement of Economic Interests system (up to 150 SEI filers) at a normal rate of $24,000. The City has the option to pay a reduced rate for this time period dependent upon what gets approved in the budget. The lowest rate the City can pay during this time period is the demo rate of zero dollars ($0.00). b. From August 1, 2015 through August 1, 2017, Contractor will provide the use of the Campaign Disclosure System and Statement of Economic Interests system (up to 150 SEI filers) at a normal rate of $24,000 per year. In the event funding is not approved for Contractor's services during the annual budget approval process, the City shall notify the Contractor of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. c. City has the option of paying an ongoing quarterly basis for Services provided by Contractor billed in advance of the quarter instead of one annual payment. No interest or finance charges will be incurred if the City chooses the quarterly payment option. City will pay Contractor within thirty (30) days of City's receipt of invoice. If for any reason the contract is terminated prior to the paid through date by the City, Contractor will reimburse City any unused amount within ten (10) working days from the termination date. 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 This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement. 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 3 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 tern "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. 4 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 B, 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 B 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. 5 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, 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 Orange County Superior Court shall 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 the mediation procedure has 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 Orange, or if appropriate, in the United States District Court, Central 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. 6 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 terminates 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. 7 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 21 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: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 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 tern 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. 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) firewall 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. 9 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. ATTEST: CITY O ANTA ANA `-/"aVLK /D /%off-' MARIA D. HUIZAR KEVIN O'ROURKE Clerk of theCouncil APPROVED AS TO FORM: SONIA R. CARV City AttoM'*—'-\/ Assistant City 10 City Manager CONTRACTOR WESTCOAST ONLINE INFORMATION SYSTEMS, INC. DBA NETFILE By: D eLbvn� TOM DIEBERT Vice President Westcoast Online Information Systems, Inc. dba Netfile 2707 Aurora Road Mariposa, CA 95338 Telephone: (209) 742-4100 RECOMMENDED FOR APPROVAL: Maria D. uizar Clerk of the Council AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SANTA ANA 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 Santa Ana ("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. NetFile will develop and maintain a system that permits the City and all filers who have a political disclosure reporting responsibility to the City and authorized by the City to (1) file any or all of the FPPC Forms 450, 460, 461, 465, 470, 496, and 497 in electronic format to be available 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 Forms to track filings and generate filing deadline and amendment letters; and, (3) allow the City to scan reports 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 Campaign Disclosure Forms 450, 460, 461, 465, 470, 496, and 497 (hereinafter collectively referred to as "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. 11 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: 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 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 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 and bank account information, if applicable, blocked from view) over the Internet. 12 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 kiosk provided by the City 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 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%. 13 E. 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 B, 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 B. 14 AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF SANTA ANA, CALIFORNIA AND NETFILE EXHIBIT B 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 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 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). 15 AIkki CERTIFICATE OF LIABILITY INSURANCE °09/06/20013 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(ies) 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 certificate holder In lieu of such endorsament(s). PRODUCERMinna State Farm Insurance 2525 N. Lake Ave. #2 Altadena, CA 91001 O ME: Gonzalez ONE .626-791-9915 ac Ntl; 62 -791-9918 1.m. ,,,,,626-791-9915 ADORE : mirna(Q)fdieil.Com PRODUCER CUSTOMERIDII INSURERS AFFORDING COVERAGE NAICIf INSURED WestccastOnline Informations Systems Inc (I Netfile) 2707 Aurora Ct. Mariposa, CA 95338-9755 INSURER A; State Fa011 General Insurance Company 25161 INSURER e: State Farm Fire and Casualty Company 26143 INSURER C; INSURER D: INSURER E: NSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NIIMftFR- THIS 18 TO CERTIFY 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. IN6R TYPE OF INSURANCE AD POLICY NUMBER MWDO EPf MMND/Y YY LIMITS A GENERAL LIABILITY 92-XV4702.4 0310112013 0310112014 EACH OCCURRENCE_ -UAMAGX $ 1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Y PREMISES EA cceurrenae S 300,000 I EXP (Any me parson) $ 5,000 PERSONAL B ADV INJURY S 1,000,000 GENERALAGGREGATE $ 2,000,040 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2.000,000 X POLICY PRT LOC $ AUTOMOBILE LIABILITY ANY AUTO H '�§ 010 COMBINED SINGLE LIMIT (Ea acgdem) $ BODILY INJURY (Per Pe rson) $ ALL OWNED AUTOS SCHEDULED AUTOSOAMAGE HIRED AUTOS ,,cc���] �..�PROPERTY N 1� i BODILY INJURY (Per eecideM) $ (Per amitl M NOMAWNED AUTOS ggyyq�D� UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE❑ a G1.1y pti $yrs a- P"- �t EACH OCCURRENCE 3 AGGREGATE $ PEPUCTIBLE $ Is RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECOWE YIN OFFICER/MeMPER EXCLUDED? NIAFYI 92 -BP -K737.2 03101/2013 03101(2014 VJCSTATU- OTH- TRY LIMITS X _ E.L. EACH ACCIDENT $ 1,000,000 _ EJ- DISEASE EA EMPLOYE $ 1,000,000 IManGetory In NH) f Yea, dery be under E.L. DISEASE • POLICY LIMIT $ 1,000,000 B TECHNOOLGY ERRORS 60MISBIONS 342)06 0211112013 0211112014 $200000D- EACH WRONGFUL ACT $2,000,000 -TOTAL LIMIT OF LIABILITY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ARach ACORD 101, M01OW41 Remarks SchedWo, N mom space Is required) DATA AND INFORMATION STORAGE CANCELLATION NOTICE: IF ANY POLICIES ARE CANCELED BEFORE THE EXPIRATION DAE, STATE FARM WILL TRY TO MAIL A WRITTEN NOTICE TO THE CERTIFICATE HOLDER 30 DAYS BEFORE CANCELLATION. City of Santa Ana I SHOULD ANY OF T 20 Civic Center Plaza EXPIRATION DATE TI Santa Ana, CA 92709 POLICY PROVISIONS. AUTHORIZED REPRESEr IMIma Serna t \ 1 \ ®198 AC ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD I POLJq(ES BE CANCELLED BEFORE THE BE RED IN ACCORDANCE WITH THE ATION. All rights reserved. 1001486 132849.4 02-11-2010 AC's > CERTIFICATE OF LIABILITY INSURANCE �iMxvnzxv,,rv� TI{IS CERTIFICATE IS ISSUEDAS A MATTER OF INFORMATION ONI Y AND CONFERS NO R1.GHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFiRmAY veLy OR NEGATIVELY AMEND, EXTEND OR A'LT'ER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CEIRTIFICATE OF INSURANCE .DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSgRER(SI, AUTHORIZED REPRIESENTAMVE OR PRODUCER, AND THE CERTIFICATE HOLDEP. IMPORTANT! If the certifleate holder is an ADDITIONAL INSURED, the pollay(les) must be endorsed: If SUBROOATtON IS WAIVED, sub) t to the Harms and condition3 of the policy; certain policies pray require an endorsement. A statement on this Certificate CIO" not -confer tights to tho certillcate holder .In lieu of such endomement(4 PRODUCERMIRNA State Fern Insurance 2526 N. Lake Ave. #2 Altadena, ICA ,� SEiNA (ATPHONE, 626-79 t-991 5 FAX N 626,791-5918 Fa -MAIL ss; m[rna jdiehi.caM PRODucOR A ME ENSURERS AFFORDING COVERA(;IT #d1AS0 It _ 'INSURED NETFI'LE [N$URERASta16FarM Gerwal Inst ranee Company 35155 fNSURER.8I Stale Farm Fire and Casus4 Carnpany 15143 PO BOX 70 IN 1(BRC: DWOI12015 AHWAHNEE CA 93601-0070 INSURER R *rAMx6MEMI a S 3130 INSQRER � i PEREpNAL & ApV INJURY $ 1 000,000 C:UVr-K AA2t`..5 C:Ei#TIFICA-fE NLIMRER OMNI 4IAK? Alf IRA00a. - --- • -- _. — .r.... T1416 IS TO CeRlIFY THAT THE POLICIES OF INSURANCE UVED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TOE POUQY PERIOD INDICATED. NOIWTHSTANDING ANY REQUIREMENT, TERMOR CQNDITiON OF ANY 'CONTRACT OR OTHER DOCUMENT WITH RESIP80T TO WHICK THIS: CERTIFICATE MAY HE issUEp OR MAY PERTAIIN, THE WSURANC1✓ AFFQRDEQ BY THE POLICIES OESCRI13ED HEREIN 3S SuaJECT TO AIL THE TERMS, I=XCLUS14N5 AND CON€1.11ON$ OF SUCH'POLIGIES, LIMITS SHOWN MAY HAVE BEEN REDUCED:BY PAio O);,MMS, IM TYPE OF INSURANGrs .... DDL U&R - - - OLlCY NUMBER Mi ma Serna GY P.............................. N WD LIMITS A GENT fiALWAaIUTY COMMERCIAL GENERAL LIABILITY CLAIM"ADE [yCCUR 92 -XV -7702-4 DWOI12015 0011r416 'EACH OCCURRENCE s 1,000,000 *rAMx6MEMI a S 3130 MED EXP (Arly one n d 5,3}Cb PEREpNAL & ApV INJURY $ 1 000,000 _ GENESALAGGREGATE S 2,000,000 N'LAGGR5-GAT UMITAPPLiIESPER: "it tyOLIGY PRO- T LOC PROD()(GT*-COA%NOPAGG $ 2,000,000 E AUTOMOBILE tJABILII YaOMMNED'91NGLE ANY AUTO — y 11BODILY LIMIT {fit!OCitlEnt} INJURY (Per parson) $ ALL OWNED AUT05 il. .. i] KOLYINJURY(Poraoddeh0 $ 9GFil:©ULEpAUTOS HIRED -AUTO$ PROPlEATY DAMAGE (Per wddont} Nor "E0AUT05 f UMBRELIJtilA9 DCCUR RACFfi3GCCJRREFtC& $ EXCESSIJh9 CLAIMS-11ADE A60RECATE $ DEDUCTMLE $ 5 RVEWtON g AND EMPL0Y6RS1tIA9ILI7Y WN ANY PROPMETORIPARTNERSv9CUIVEE OFSOERMirWoeREXCLUCED7 NTA 92:XV=7711.24 03101=18 IkW01=16 �( L EACH ACCIDENT $ 1(lOD,440 _ -ElL =EASE: -EA EMPLOYE 8 1.,9 00.000 CI69aodatorY+ Ilrn NHJ as, d8a Ir df a ...... E.S.. DISEASE - POLICY UMIF $ 1 OOI7,a4O He:un er 1'ECFdNOgL[3Y ERRORS IL tlMI55iC1NS Y Y '342010 OZ1112015 ow'14 A1& $2;Ap0,ao0 . EA.I'FI VVRC)C+t{3FtJLiSC't' $2,WD;D00.TOTAL OMIT OF LLA81L" DBSCMP'nON OF oMAA=NS) tocxnON9 f VfiMCLE$ iAttarzN ACORD t91, AddlSonal Remarks td*dule,irmre 3epoee in reglilredi DATA AND INFORMATION STORAGE CANCELLATION NOTICE: IF ANY In'OLICIES ARE CANCELM BEFORE THE EXPIRATION DAE, STATE FARM WILL TRY TO MAIL, A.WIRM, N N.LJTICE TO.. THE CERTIFICXTE CERTIFICATEHOLDER 40 DA`fS BEFORE CANCtr"TION. City of $OnW Ana"MLD 20 Civic Center Plaza Santa Ana, CA 927'01 � 1) ,, Ary yv/ ANY IF TH@ ABOVE DI SOPNED POLT01IRS BE CANCELLED BrF"I3 THE CPIRliTIOU pATV THFREO TICS VALL SC III Agb. IN ARatORDANCE tl TH THe POLICY PROVISION$, fAUYrHORM D FIE' . SENTA. Mi ma Serna ACC IRO 20 (2009109) i'9813- 1ORATION, All rights reserved. The ACORD name and logo are. registered marks of ACORD 1401456 1329491.4 02-114010 A e` CERTIFICATE OF LIABILITY INSURANCE izrsalzol5"' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DUES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES SELOEV, THIS CERTIFICATE OF INSURANCE DOES NOT CUNSTrrUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. - IMPORTANT: If the cortlficater holder Is all ADDITIONAL INSURED, the policylles) must be endorsed, If SUBROOATION t$ WAIVED, subject to the tome and Conditions of the policy, certain policles may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder In lieu of such endorsoment(s). PRODUCER Skate Farm Insurance 2525 N. Lake Ave. #2 Altadena, CA 91001 N B; MIRNA SERNA PNDNE ®28791 9915 FAx 626.791-9918 rl mlrna�Jdiehl Dom mMfi IDU plueg LIMITS INSURERIAFFOROING COVEaAGE NIC r _ INSURED __ _ INSUR AR C FaRn General Insurance Company 76151 NETFILB Btale Fam Flreand CaSU01lyOOropBny 26143 PO BOX 70 NSUR C a INSURRA AHVVAHNEE CA 93601-0070 INSURER1 _. N-aC) 3 IIS INSURER COVERAGES CERTIFICATE NUMBER! REVISION NUMBER: THIS IS TO CERTIFY 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, LIMIT$ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR TYPE OF INSURANCa ADDLIBURR AUTHORIZED REPRaSENT POUCY NUMBER M D plueg LIMITS A GENERAL LIABILITY 92 -XV -7702.4 0310112015 0310112017 EACH OCCURRENCE $ 1,000,000 x COMMERCIAL GENERAL LIABILITY P I�,f�Bov&uIr4A0'i.....: $ BOki000 OLAIM"N" ZX OCCUR Y �.ry�� I* -,.,a MED EXP M one IDn _m s - B1000 — PERSONAL .&ACV INJURY $ 1,000100 $ 2,000,000 gENERALAGGREGATE GEN'L AGGREGATELIMITAPPLIES PER: $ 21000,000 PRGD TS-COMP/OP AGG X POLICY ,IF . LOO $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY (Ea acgdan4 S BODILY INJURY(Perpamon7 ULOME BODILY INJilRY(Por 80HEDUEDAUTO 30HEDULEO AUTOB PROpwtYOAMAGa HIRED AUTOS (Pora=14ent) $ $ NON-OMED AUTOS $ UMBRELLA. UAB OCCUR EACH OCCURRENCE S. RXCRS$UA6 CLAIMS -MADE El 1:1$ AGGREGATE IS DEDUCTIPLE _._ RE NTIO $ B WORt(ERS COMPENSATION AND eMPLOYERS'UABILnY Bi'^D.X^L't6Btf1 ii'�ilili (i1$ BBiDii211'tT I + ANY PROPRIETOFWARTNER£xECIRIVR OFFICEWMEMBER EXCLUDED? Y NFA Y E.L EACH ACCIDENT III 1,p0p,Otl0 E L DIS ASE -EA EMP DYE $ 1,00D 000 IMnndeton, In NHk If as, dowbo under E L mSEASE - CLICYLIMn '. S 1,044;400 f3 TECHNOOLGYERRORS&OMISSIONS . Y Y 342011 0211112DIG 02!1112017 $2,000, , EACH YMONOPUL ACT 10,000,000 . TOTAL LIMIT OF LIABILITY DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (Attach ACORD 101, A4dlBenem l Remarks Schedule, If morespaca to rsecired) DATA AND INFORMATION STORAGE CANCELLATION NOTICE: IF ANY POLICIES ARE CANCELED BEFORE THE EXPIRATION DAE, STATE FARM VALL TRY TO MAIL A WRITTEN NOTICE TO THE CERTIFICATE HOLDER 30 DAYS BEFORE CANCELLATION. CERTIFICATE HOLDER...... CANCELLATION City of Santa Ana SHOULD ANY 0P THO ABOVE 0060RIDOO POLIOISR a0 CANCELLED BEFORE THE CIVIC Plaza "PIRATION DATA THRREOP, NOTICE WILL BE DELIVERED IN ACCORDANCE MY`14 THE - PDLICY PROVISIONS. Sa anta fleaa,, CCA A 92701 �. AUTHORIZED REPRaSENT Nr s ACORO 26 (2009108) Irna erne 2 Q 7960.2 09 MON OPRPORATION. Ail rightB reserved. The ACORD name and logo are registered mar.,. of AOORD 1001488 132849,4 02.11-2010 AZ -i n 73 0 v - m ^ o m Q m 3 0 0 N 0 0, C 7 N a O 3 0 3 N 3 3 N 3 D o = 0 a 0 C) 3 N _ 0 5 0 N p 3 C 0 7 3 m f-'- 7 3 3 7, m O y W On o a -„ 3 m. W m 3 Z S v^a C 3 JC 3 y Y �' m ea l 0 O O N m n rt. CR at m QN Z cr k- nO Q > n 0 O O 1 • D CD O 3 n. n3 z • • Q T 1b' ! O 0 co St m Q o Q S ' Q ECDa m 3 NCC\ Q D — 0 5 a �`` � CD k O y S n 9 CY +� n mm co c C N 3 0 O