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Service Agreement Terms and Conditions
<br />1. This Agreement provides to User a hosted electronic filing and administration system developed and maintained by NetFile. The system permits filers authorized by User to electronically file
<br />their respective FPPC forms. The FPPC forms that are electronically filed are dependent upon which system(s) that User agrees to pay for. Upon execution of this agreement, the User agrees to
<br />pay for the Form 700 E‐Filing system and Campaign E-Filing system and their respective Administration Systems, which would allow their filers will be able to create and electronically file FPPC
<br />Form 700 and Campaign Disclosure Statements. Both systems are covered by NetFile’s unlimited support and training policy. Both NetFile systems come with a public viewing portal that
<br />automatically displays filings online in redacted form. The Form 700 E‐filing system meets the requirements of AB 2062 for paperless filing in CA. The Campaign E-Filing system meets the requirements
<br />of AB2452 for paperless filing in CA. Both systems allow for paper filed documents to be stored as an unredacted document and uploaded (when redacted by User) to view on the public portal.
<br />NetFile pays for User's FPPC application fees.
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<br />2. It is the responsibility of NetFile to securely store User data and maintain backups using industry best practices. All data created by User or User’s filers is the property of the User. All
<br />applications and their source code are the property of NetFile. It is the responsibility of NetFile to provide secure and safe system access for both User and the User’s filers using industry best
<br />practices. NetFile’s systems are guaranteed to have 99% uptime. Any planned maintenance of NetFile systems will be communicated at least a week in advance of the maintenance occurring.
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<br />3. NetFile 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
<br />materials and services set forth in this Service Agreement, 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
<br />alleged violation of such third party rights by NetFile.
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<br />4. NetFile further warrants that (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) NetFile will not interfere with or disrupt User or the User’s filers use of the
<br />System. The term “Harmful Code” means any software code with the ability to damage, interfere with, or adversely affect computer programs, data files, or hardware without the consent or
<br />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.”
<br />NetFile agrees to implement reasonable procedures adequate to prevent any software, link or code provided to User hereunder from being contaminated with Harmful Code. If NetFile learns
<br />of or suspects the existence of any Harmful Code, NetFile will immediately notify User and make every effort to remove the Harmful Code.
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<br />5. NetFile 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
<br />subcontractors, vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFile understands and agrees that violation of
<br />this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination.
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<br />6. Subject to the limitations set forth in Section 7 below, NetFile agrees to indemnify, protect, defend, and hold harmless the User, and its officers, employees, agents, volunteers and filers from
<br />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 (collectively, “Claims”), arising
<br />from NetFile’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the performance of the Services by NetFile, its agents, subcontractors
<br />and/or assigns under this Service Agreement. Without limiting the generality of the foregoing, Netfile’s obligations under this Section 6 shall extend to Claims that the Services infringe upon the
<br />intellectual property rights of third parties.
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<br />7. The maximum liability to the User by NetFile and its licensors, if any, under this Service Agreement, or arising out of any claim by the User related to NetFile’s services, products, equipment or
<br />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
<br />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
<br />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
<br />whether NetFile or its licensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required, the limits of liability to the User by NetFile shall not
<br />be less than the amount of applicable, valid, and collectible insurance set forth in this Agreement.
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<br />8. Insurance. NetFile shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may
<br />arise out of or in connection with performance of the Services by NetFile or NetFile’s agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M.
<br />Best rating of not less than “A-:VII”.
<br /> 8.1. Coverages and Limits. NetFile, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum
<br />amounts of coverage will not constitute any limitations or cap on NetFile's indemnification obligations under this Agreement.
<br />8.1.1. Commercial General Liability Insurance. NetFile shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain
<br />aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit.
<br />The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance
<br />will be primary and not contribute with any insurance or self-insurance maintained by the City.
<br />8.1.2. Business Automobile Liability Insurance. NetFile shall maintain coverage with limits not less than $1,000,000 per each accident for owned, hired and non-owned automobiles.
<br />8.1.3. Workers' Compensation and Employer's Liability Insurance. NetFile shall maintain coverage as required by the California Labor Code and Employer’s Liability limits with limits not less
<br />than $1,000,000 per each accident for bodily injury or disease. The Worker’s Compensation policy shall contain an endorsement stating that the insurer waives any right to subrogation
<br />against the City, its officers, agents, employees, and volunteers.
<br />8.1.4. Professional Liability Insurance. NetFile shall maintain coverage with limits not less than $1,000,000 per occurrence. Professional Liability may be written as claims-made coverage.
<br />8.1.5. Cyber Liability Insurance Vendor must carry Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be sufficiently broad to respond to the duties and
<br />obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to
<br />infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information,
<br />alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, as well as credit
<br />monitoring expenses with limits sufficient to respond to these obligations. The policy shall provide that the City and its officers, officials, employees, and agents shall be additional insureds,
<br />and the policy shall be primary and non-contributory.
<br />8.2. Notice of Cancellation. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without NetFile providing thirty (30) days prior written
<br />notice to City sent pursuant to the Notice provisions of this Agreement.
<br />8.3. Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, NetFile shall provide to City certificates of insurance and above-referenced endorsements
<br />sufficient to satisfaction of City’s Risk Manager. In no event shall NetFile commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have
<br />been accepted by City’s Risk Manager.
<br />8.4. Failure to Maintain Coverage. If NetFile fails to comply with these insurance requirements, then City will have the option to declare NetFile in breach, or may purchase replacement insurance
<br />or pay the premiums that are due on existing policies in order to maintain the required coverages. NetFile is responsible for any payments made by City to obtain or maintain insurance and City
<br />may collect these payments from NetFile or deduct the amount paid from any sums due NetFile under this Agreement.
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<br />8.5. Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements.
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