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21-055 Netfile, Service Agreement, Lobbyist Filing and Admin System Subscription (hosted)
2707‐A Aurora Ct Mariposa, CA 95338 Phone (209) 742‐4100 SERVICE AGREEMENT US E R USER NAME City of Cupertino USER NAME – BILL TO SAME ADDRESS 10300 Torre Ave. ADDRESS CITY Cupertino STATE CA ZIP 95014 CITY STATE ZIP PRIMARY CONTACT Kirsten Squarcia PHONE # (408) 777‐3225 AP CONTACT PO # EMAIL kirstens@cupertino.org FAX AP EMAIL AP PHONE # SY S T E M I N F O & F E A T U R E S System Cost per System Lobbyist Filing & Admin System (hosted) See attached Scope of Work Start Date: Prompt Features of NetFile Systems ‐Hosted platform provided by NetFile ‐ Kiosk mode to view unredacted filings in User’s office ‐24/7/365 access for filers and public to use ‐ Unlimited support and training to User ‐Admin application to manage filers and filings ‐ E‐mail based support to filers ‐Filer application for filers to upload filings ‐ See Scope of Work for full details ‐Public viewing portal AU T H O R I Z A T I O N U S E R A G R E E S T O P A Y N E T F I L E F O R S E R V I C E S I D E N T I F I E D I N ACCORDANCE W ITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. AGREEMENT TERM IS STARTING ON THE DATE IDENTIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT AND AGREE TO THE TERMS AND CONDITION S OF THIS AGREEMEN T AND ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES. COMPANY NetFile, Inc. AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE PRINT NAME PRINT NAME Tom Diebert TITLE TITLE Vice President & COO DATE DATE 4/15/2021 _____________________________________ Heather Minner, City Attorney _____________________________________ Kirsten Squarcia City Clerk ______________________ Date Tom Diebert Heather M. Minner Nidhi Mathur City of Cupertino IT Manager - Applications May 11, 2021 Nidhi Mathur May 11, 2021 Service Agreement Terms and Conditions 1. This Agreement provides to User a hosted Lobbyist filing and administration system developed and maintained by NetFile. The system permits filers authorized by User to file their respective Lobbyist forms. The Lobbyist System is covered by NetFile’s unlimited support and training policy. The system allows for paper filed documents to be stored as both an unredacted document and a redacted by User document. When a redacted by User document is uploaded it appears on the public viewing portal. See attached Exhibit A for Scope of Work. 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 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 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. 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 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 alleged violation of such third‐party rights by NetFile. 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 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 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.” 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 of or suspects the existence of any Harmful Code, NetFile will immediately notify User and make every effort to remove the Harmful Code. 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 subcontractors, vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFile understands and agrees that violation of this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination. 6. Subject to the limitations set forth in Section 7 below, NetFile agrees to indemnify, protect, defend, and hold harmless the User, and its employees and filers 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 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 and/or assigns under this Service Agreement. 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 software for direct damages, whether in contract, tort or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect, incidental, consequential, or special damages related to the use of NetFile’s services, products, equipment or software or NetFile’s failure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of whether NetFile or its licensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required, the limits of liability to the User by NetFile shall not be less than the amount of applicable, valid, and collectible insurance set forth in this Agreement. 8. During the term of this Service Agreement, NetFile shall purchase and maintain in full force and effect, at no cost to User insurance policies as set forth in Exhibit B. attached hereto. 9. NetFile and its employees, agents and representatives will not, without the prior written consent of User in each instance, use in advertising, publicity or otherwise the name of User or any affiliate of User, or any officer or employee of User, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by User or its affiliates, nor represent, directly or indirectly, that any product or service provided by NetFile has been approved or endorsed by User, nor refer to the existence of this Service Agreement in press releases, advertising or materials distributed to prospective customers. Notwithstanding the foregoing, NetFile may acknowledge, when asked, that the User is a NetFile client. 10. Either User or NetFile may terminate this Service 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, NetFile shall discontinue further services as of the effective date of termination, and User shall pay NetFile for all Services satisfactorily performed up to such date. Upon termination, NetFile will provide a copy of all data created by User within 10 working days of effective termination date. 11. User accepts any and all liability resulting from the placement of documents scanned by the User that are made available on the Internet for public viewing through the services of NetFile. In no event does NetFile accept liability created by any document scanned into the system by the User. 12. Except as otherwise indicated herein, this Agreement is non‐cancellable and will commence on the start date and remain in effect throughout the Term as stated on the signature page. Upon expiration, this Agreement will automatically renew on a quarterly or annual basis unless User provides NetFile with written notice of its intent to cancel between 90 and 30 days before the end of the Term. Any extension will be billed in the same manner as set forth herein. 13. This Agreement shall be governed in accordance with the laws of the State of California, and the Parties submit to the jurisdiction of said state. This Agreement contains the entire agreement and understanding of the parties with respect to Service, Maintenance and Support. There are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein or also embodied in any attached agreement. Any and all prior discussions, negotiations, commitments and understandings relating to Service, Maintenance or Support are merged herein. 1365435.1 SCOPE OF WORK A. Expected Outcome NetFile will develop and maintain a system that permits City of Cupertino (“User”) and users authorized by the User to (1) Manage the paper filed lobbyist registration and quarterly reports; (2) Allow lobbyist filers to upload their filings through a secure online portal; (3) Upload a redacted version of any lobbyist filing (to be manually redacted by User) to be available for public viewing of documents over the Internet through a link on the User’s website; (4) maintain a database of the lobbyist forms to track filings; and (5) after July 1,2021 generate filing deadline, non-filer, and amendment letters through the Comms platform. This system includes an online filer upload application, admin portal, and public viewing portal. This is a beta test system that will be provided at no cost to the User through October 1, 2021. Prior to the end of the test, NetFile will determine whether the lobbyist registration and/or the lobbyist quarterly reports can be turned into a true electronic filing that is created by the filer through an online filer application to be provided by NetFile. B. Deliverables NetFile will continue to have ready for use a system that permits (1) uploaded paper filings of Cupertino Lobbyist Registration and Quarterly reports; (2) availability of uploaded filings if manually redacted by User to be available for public viewing of documents over the Internet through a link on the User’s website; (3) maintaining a database of the Lobbyist Registration and Quarterly reports to track filings; and (4) After July 1, 2021, generate filing deadline, non-filer, and amendment letters through the Comms platform. 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: i. Allows the User to provide to Filers who have their own access to the Internet, a user ID and password which is used to log on to a secure site hosted on NetFile’s web server but accessible via the User’s web site. ii. Allows Filers who have their own access to the Internet, to log on to, and upload to NetFile’s secure site scanned pdf documents of their lobbyist filings (current file size limit is 10mb per filing). EXHIBIT A (b) For the User: i. Allows tracking of Filers and all filed forms in a database. ii. If lobbyist forms have been uploaded by filer to the filer portal, User can receive RSS feed that filing has occurred. iii. User can redact filed document and then upload the redacted filing into the admin system. Once uploaded to the admin system, the redacted filing can be viewed online by the public. iv. User to upload paper filed documents turned into User into two separate areas. One is an internal view area where User uploads a scan of the original. The second is an external view area where User manually redacts the filing and uploads to this external view area. When uploaded to the external view area, the filing is immediately visible on the public viewing portal. Note: User absolves NetFile of any liability associated with manually redacted documents not under the control of NetFile during the redaction process. v. After July 1, 2021, User will have ability to use the Comms platform which will allow User to create and send letters to filers for the purpose of welcome letters, notification of deadlines, notification of non-filing, as well as amendments. The letter templates can be set by User to either Auto-send or be manually pushed by User. (c) For the Public: i. Allows the public to search and view the redacted filings that were uploaded by the User 2. NetFile’s system will, among other things: Issue an ID number and password for Filers. Store and edit general information about Filers. Store 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. Allow the public to search and view uploaded redacted filings. Allow the public to search and view complete filings (without addresses information redacted) on kiosk provided by the User located in the User’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 User staff by email or phone during NetFile’s normal working business hours. 4. All intellectual property, including existing source code or additional source code written for the purpose of developing this system for the User, will be the sole property of NetFile. If NetFile were to cease operations during the contractual period, NetFile would provide to the User all source code relative to the User’s system. D. Performance Standards Performance standards are based upon providing deliverables according to the timeline for performance as determined by Project Manager, and whether the system meets the expected outcome in terms of timeliness and functionality. NetFile servers have a guaranteed uptime of 99%. F. Payment Schedule The payment for ongoing services shall be as follows: Now through October 1, 2021 – no cost beta test October 2, 2021 – October 1, 2022 - $7,000/year for current system as is* *If NetFile determines that it has the ability to turn the yet to be seen Lobbyist Registration Form and/or Lobbyist Quarterly Statement into a true electronic filing, there will be no additional fee above the current system annual fee of $7,000/year for the first 3 years after the electronic filing system goes live. NetFile will make this determination on or before October 1, 2021. G. Additional Terms Submitted by NetFile -Limitation of Liability The maximum liability to the User by NetFile and its licensors, if any, under this agreement, or arising out of any claim by the User related to NetFile’s services, products, equipment or software for direct damages, whether in contract, tort or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect, incidental, consequential, or special damages related to the use of NetFile’s services, products, equipment or software or NetFile’s failure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of whether NetFile or its licensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required, the limits of liability to User by NetFile shall not be less than the amount of applicable, valid, and collectible insurance. -Support -Unlimited e-mail support for User Staff with guaranteed 1 working day turnaround -Unlimited telephone support for User Staff during normal business hours of M-F 9:00 am to 5 pm. -E-mail based filer help with guaranteed 3 working day turnaround Contract No. ________ Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, 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 monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Contract No. ________ 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 5. HIGHER INSURANCE LIMITS If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. 6. ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. CERTIFICATE HOLDER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below © 1988- 2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTION DEDUCTIBLE CLAIMS-MADE OCCUR $ $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS $ COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident)$ $ $ $ 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ 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 endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER PRODUCER CUSTOMER ID #: ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. A 1001486 132849.4 02-11-2010 State Farm Insurance 835 E Mariposa St. Altadena, CA 91001 JOHN DIEHL 626-791-9915 626-791-9918 JOHN@JDIEHL.COM 0D75608 NETFILE PO BOX 70 AHWAHNEE CA 93601-0070 25151 25143 A Y Y 92-XV-7702-4 03/01/2021 03/01/2022 2,000,000 300,000 5,000 2,000,000 4,000,000 4,000,000 A 92-E0-Y230-0 03/01/2021 03/01/2022 2,000,000 2,000,000 B Y Y 92-MW-E088-7 03/01/2021 03/01/2022 1,000,000 1,000,000 1,000,000 B TECHNOLOGY ERRORS & OMISSIONS Y Y 342017 02/11/2021 02/11/2022 $2,000,000 - EACH WRONGFUL ACT $2,000,000 - TOTAL LIMIT OF LIABILITY DATA AND INFORMATION STORAGE CANCELLATION NOTICE: IF ANY POLICIES ARE CANCELED BEFORE THE EXPIRATION DATE, STATE FARM WILL TRY TO MAIL A WRITTEN NOTICE TO THE CERTIFICATE HOLDER 30 DAYS BEFORE CANCELLATION. City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers MIRNA SERNA State Farm General Insurance Company State Farm Fire and Casualty Company 05/03/2021 Name And Address Of Additional Insured Person Or Organization: City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 1.SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage”, or “personal and advertis- ing injury” caused, in whole or in part, by: a.Ongoing Operations (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b.Products – Completed Operations “Your work” performed for that additional insured and included in the “products- completed operations hazard”. However, Paragraph 1. above is subject to the following: The insurance afforded to the additional insured only applies to the extent permit- ted by law; a. b.If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c.If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1)Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or You are required by contract or agreement to provide for such addi- tional insured. (2) We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or “suit” is tendered to us. CMP-4786.1 Page 1 of 2 CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No.92-XV-7702-4 This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: Named Insured: NETFILE INC PO BOX 70 AHWAHNEE CA 93601-0070 , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED © 92-XV-7702-4 Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a “suit” brought for damages for which you are provided coverage. 2. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: 3. If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: Required by the contract or agreement; ora. Available under the applicable Limits Of Insurance shown in the Declarations. b. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: 4. The additional insured must: See to it that we are notified as soon as practicable of an “occurrence” or an of- fense which may result in a claim. To the extent possible, notice should include: a. How, when and where the “occur- rence” or offense took place; (1) The names and addresses of any in- jured persons and witnesses; and (2) The nature and location of any injury or damage arising out of the “occur- rence” or offense; (3) Tender the defense and indemnity of any claim or “suit” to us and to all other insur- ers who may have insurance potentially available to the additional insured; and b. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. c. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: 5. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. a. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. b. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. CMP-4786.1 1007033 148011 08-21-2014 , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © CMP-4786.1 Page 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be ________% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description 5 CITY OF LIVERMORE DATA ENTRY IT'S OFFICERS, OFFICIALS, EMPLOYEES AND DESIGNATED VOLUNTEERS 1052 S Livermore ave LIVERMORE CA 94450 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Insurance Company Countersigned By ______________________________________________ WC 04 03 06 (Ed. 4-84)1007722 124282.1 09-28-2015 State Farm Fire and Casualty Company 92-CX-L168-67-11-16 NETFILE INC ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 9292-MW-E088-7 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers and volunteers are to be covered as additional insureds on the CGL policy. 03/01/2021 Lobbyist App Final Audit Report 2021-05-12 Created:2021-05-04 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAGxHynS2sSws8Tg2sUb73MTIBGFjNrLha "Lobbyist App" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-05-04 - 9:38:32 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-05-04 - 9:43:15 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-05-04 - 10:38:40 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Tom Diebert (diebert@netfile.com) for signature 2021-05-04 - 10:38:42 PM GMT Email viewed by Tom Diebert (diebert@netfile.com) 2021-05-05 - 2:43:09 PM GMT- IP address: 67.182.61.31 Document e-signed by Tom Diebert (diebert@netfile.com) Signature Date: 2021-05-05 - 2:44:51 PM GMT - Time Source: server- IP address: 67.182.61.31 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-05-05 - 2:44:53 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-05-10 - 4:19:44 PM GMT- IP address: 45.41.142.166 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-05-10 - 4:20:13 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for signature 2021-05-10 - 4:20:16 PM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2021-05-12 - 0:00:54 AM GMT- IP address: 104.47.46.254 Document e-signed by Nidhi Mathur (nidhim@cupertino.org) Signature Date: 2021-05-12 - 0:02:48 AM GMT - Time Source: server- IP address: 73.231.202.59 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-05-12 - 0:02:50 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-05-12 - 0:14:06 AM GMT- IP address: 148.64.105.190 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-05-12 - 0:14:17 AM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2021-05-12 - 0:14:17 AM GMT