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CC FPPC Form 700 Electronic Filing SystemADDENDUM TO MARIN COUNTY CONTRACT SPECIAL PRICING FOR CITIES IN MARIN COUNTY As an addendum to the current contract between the County of Marin "County' and NetFile, Inc. "Contractor", NetFile is creating a special price for all Cities "City" based in Marin County as follows: Annual Fee to be billed in advance of service: Belvedere: $500 Corte Madera: $1000 Fairfax: $750 Larkspur: $1250 Mill Valley: $1400 Novato: $3000 Ross: $500 San Anselmo: $1250 San Rafael: $3000 Sausalito: $750 Tiburon: $1000 NetFile will pay the $1,000 FPPC application fee per City if the City wants to be paperless approved. This special program is a test for smaller Counties with less than 12 Cities to see if this is viable to do in other Counties. This special program has the following conditions: - When more than one City participates, a common training venue will be decided by the City clients involved for live training sessions - A generic look and feel will be set up for the public viewing portals of each City - Invoicing by NetFile will be in advance of service due net 30 days from date on invoice - The duration of this program is effective through 2/15/23 - This program does not obligate the County in any way; the County contract with NetFile provides the basis of offering this special City program. - All features provided to the County under its NetFile contract will be provided to all participating Cities unless mentioned above - NetFile will bill the Cities directly with no financial obligation placed upon the County for any reason Agreed to: Tom Diebert Vice President, NetFile Date: 2/28/19 y_3.0306-7 Agreed by: Insert name Insert title Date: cao contract Log a �� "T �� S COUNTY OF MARIN PROFESSIONAL SERVICES CONTRACT 2015 - Edition 1 THIS CONTRACT is made and entered into this 15 day of April, 2018, by and between the COUNTY OF MARIN, hereinafter referred to as "County" and Netfile, Inc., hereinafter referred to as "Contractor." RECITALS: WHEREAS, County desires to retain a person orfirm to provide the following service: Maintain and repair a web based electronic filing system which will allow FPPC series 400 and 700 filers to file their forms electronically online; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by County, the parties agree to the following: 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof. 2. FURNISHED SERVICES: The County agrees to: A. Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work. B. Make available all pertinent data and records for review. C. Provide general bid and Contract forms and special provisions format when needed. 3. FEES AND PAYMENT SCHEDULE: The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice. 4. MAXIMUM COST TO COUNTY: In no event will the cost to County for the services to be provided herein exceed the maximum sum of $25,460 including direct non -salary expenses. As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to County may be amended by written notice from County to reflect that reduction. 5. TIME OF CONTRACT: This Contract shall commence on 4/15/2018, and shall terminate on 4/14/2019. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services. 6. INSURANCE: Commercial General Liability: The Contractor shall maintain a commercial general liability insurance policy in the amount of $1,000,000 ($2,000,000 aggregate). The County shall be named as an additional insured on the commercial general liability policy. Revised =5=5 Commercial Automobile Liability: Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non -owned and hired automobile liability, in the amount of $1,000,000.00. Workers' Compensation: The Contractor acknowledges the State of California requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self -Insure shall be provided to County prior to commencement of work. Errors and Omissions. Professional Liability or Malpractice Insurance. Contractor may be required to cant' errors and omissions, professional liability or malpractice insurance. All policies shall remain in force through the life of this Contract and shall be payable on a "per occurrence" basis unless County specifically consents to a "claims made" basis. The insurer shall supply County adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required Insurance policies in this Contract be cancelled or non -renewed, it is the Contractor's duty to notify the County immediately upon receipt of the notice of cancellation or non -renewal. If Contractor does not carry a required insurance coverage and/or does not meet the required limits, the coverage limits and deductibles shall be set forth on a waiver, Exhibit C, attached hereto. Failure to provide and maintain the insurance required by this Contract will constitute a material breach of this Contract. In addition to any other available remedies, County may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. 7. ANTI DISCRIMINATION AND ANTI HARASSMENT: Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the County of Marin based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances including, but not limited to, County of Marin Personnel Management Regulation (PMR) 21. The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the County except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract, Contractor shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor and County of Marin as an additional insured under this Contract for general liability. It shall be Contractor's responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the County evidence of same. 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein. Revised 20150105 11. BOOKS OF RECORD AND AUDIT PROVISION: Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shall maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit County to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted an Contractor's premises or, at County's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from County. Contractor shall refund any monies erroneously charged. 12. WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR: Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin. 13. TERMINATION: A. If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the County may terminate this Contract by giving five (5) calendar days written notice to the party involved. B. The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes, labor disputes or other forces over which the Contractor has no control. C. Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 14. APPROPRIATIONS: The County's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Marin County Board of Supervisors, the State of California or other third party. Should the funds not be appropriated County may terminate this Contract with respect to those payments for which such funds are not appropriated. County will give Contractor thirty (30) days' written notice of such termination. All obligations of County to make payments after the termination date will cease. Where the funding source for this Contract is contingent upon an annual appropriation or grant from the Marin County Board of Supervisors, the State of California or other third party, County's performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County identified in section 4 to reflect that elimination or reduction. Revised 20150105 15. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act in an independent capacity and as an independent Contractor and not as officers, employees or agents of the County. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers' compensation. 16. AMENDMENT: This Contract may be amended or modified only by written Contract of all parties. 17. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing. 18. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. 19. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney's fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor's negligence, recklessness or willful misconduct in the performance of this Contract. 20. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #2005-97 prohibiting the off -shoring of professional services involving employee/retiree medical and financial data affecting services covered by this Contract. Copies of any of the above -referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. In addition, the following NOTICES may apply. 1. Pursuant to California Franchise Tax Board regulations, County will automatically withhold 7% from all payments made to vendors who are non-residents of California. 2. Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public. 3. For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at www.sam.aov. Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below. • The certification in this clause is a material representation of fact relied upon by County. • The Contractor shall provide immediate written notice to County if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances. Contractor certifies that none of its principals, affiliates, agents, representatives or contractors are excluded, disqualified or ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals: Revised 20150105 • Are nqt presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency; • Have not been convicted within the preceding three -years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against it for one of those offenses within that time period; • Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a); • Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three -years for cause or default. • The Contractor agrees by signing this Contract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. • Any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification. 21. NOTICES: This Contract shall be managed and administered on County's behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to County at the following location: Contract Manager: Jane Crownover Elections Dept./Location: 3501 Civic Center Drive, RM121, San Rafael, CA 94903 Telephone No.: (415) 473-6764 Notices shall be given to Contractor at the following address: Contractor: Netfile, Inc. Address: 2707-A Aurora Rd., Mariposa, CA 95338 Telephone No.: (559) 434-2045 22. ACKNOWLEDGEMENT OF EXHIBITS IN Check amplicable Exhibits EXHIBIT A. EXHIBIT B. EXHIBIT C. EXHIBIT D. EXHIBIT E. INITIALS ZI Scope of Services TO ® Fees and Payment ?p ❑ Insurance ReductionlWaiver Ell Contractor's Debarment Certification ❑ Subcontractor's Debarment Certification IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. CONTR --7c D� APPROVED BYM �� COUNTY OF MARIN: By: 16A 0 Name: Tom Diebert Title: Vice President, NetF' e, Inc. By �- IIIti1111111111f11IIIIIIIIIIIIIi11111ii11111i11i11111f111IIIp1111f111i111111111flIIIi11111t11f IIIIIIIt1111f111111111111111111Y1111i11ii1f1111tli111111t11111110111t11i1111f11fi11111fltlllllif Illlllllfllllfll COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) County Counsel: Date: Revised 20150705 EXHIBIT "A" SCOPE OF SERVICES (required) SERVICES TO BE PROVIDED Contractor shall furnish all necessary technical and professional services, including labor, material, equipment, transportation, supervision and expertise to satisfactorily complete the work required by County at his/her own risk and expense. A. Expected Outcome NetFile will develop and maintain a system that permits the County and all filers who have a political disclosure reporting responsibility to the County and authorized by the County to (1) file any or all of the FPPC Forms 450, 460, 461, 465, 470, 496, 497 and 700 in electronic format to be available in redacted form for public viewing of documents over the Internet through a link on the County's website; (2) maintain a database of the FPPC Forms to track filings and generate filing deadline and amendment letters; and, (3) allow the County 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 Forms 450, 460, 461, 465, 470, 496, 497 and 700 (hereinafter collectively referred to as "FPPC Forms"); (2) at the option of the County, 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 County's website; (3) maintaining a database of the FPPC Forms to track flings and generate filing deadline and amendment letters and (4) allow the County to scan FPPC Forms not submitted electronically. C. Scope of Service 1. From the date of execution of the service agreement, NetFile will develop and maintain a system that: (a) For Filers Using the Internet: L Allows the County 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 County'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 County: L Allows tracking of Filers and all electronically filed forms in a database. ReWsed20150105 ii. Allows County to scan hard copy filings and post to the online searchable database provided a liability waiver is signed by the County 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: L 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 County, accessible by the public, will have all street addresses and bank account information, if applicable, blocked from view. (d) For the Public: L At the option of the County, allows the public to search and view electronically filed documents (with street addresses and bank account information, if applicable, blocked from view) over the Internet. ii. If a document was not available electronically, NetFile's secure site will notify the searcher that the document is available for viewing in the office of the County 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 County 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 County, 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 County, 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 County 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 County 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 County, will be the sole property of NetFile. If NetFile were to cease operations during the contractual period, NetFile would provide to the County all source code relative to the County's system. Revised 20 OMS LIABILITY FOR COUNTY SCANNED DOCUMENTS County accepts any and all liability resulting from the placement of documents scanned by the County 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 County. LIMITATION OF LIABILITY With the exception of any claim or claims covered by the required insurance listed in Section 6 ("Insurance") of the County of Marin Professional Services Contract, Contractor's maximum liability, if any, under this Agreement, arising out of any claim arising from the performance of the Agreement or for damages caused by Contractor's negligence shall be limited to the amount of revenue received by Contractor from City during the last 12 months from the date of when the claim was made. Revised 20150105 EXHIBIT "B" FEES AND PAYMENT SCHEDULE (required) COUNTY shall pay CONTRACTOR as follows: (1) BASE CONTRACT FEE. COUNTY shall pay CONTRACTOR a contract fee of $6,365 per quarter not to exceed $25,460 during the term of the contract. CONTRACTOR shall submit requests for payment via invoice net 30 following provision of services. (2) AUTHORIZATION REQUIRED. Services performed by CONTRACTOR and not authorized in this Contract shall not be paid for by the COUNTY. Payment for additional services shall be made to CONTRACTOR by COUNTY if, and only if, this Contract is amended by both parties in advance of performing additional services. (3) MAXIMUM CONTRACT AMOUNT. The maximum term of this Contract is 4/15/2018 to 4/14/2019. The maximum amount payable to Contractor under this Contract for this period shall not exceed $25,460. All invoices shall be submitted to the Registrar of Voters at the address shown below: Marin County Registrar of Voters 3501 Civic Center Drive, Room 121 San Rafael, CA 94903 Attn: Jane Crownover Contractor shall submit the following information with each invoice: (a) Date of invoice; (b) Invoice number; (c) Detailed description of Deliverable; (d) Price, as applicable; and (e) Purchase order number Revised 20150105