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21-055 Amendment #1 dated 10-5-22 to NetFile Agreement, for Lobbyist App1 FIRST AMENDMENT TO AGREEMENT 249 BETWEEN THE CITY OF CUPERTINO AND NETFILE, INC., FOR LOBBYIST APP This First Amendment to Agreement 249 between the City of Cupertino and NetFile, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and NetFile, Inc., (“Contractor”) whose address is 2707‐A Aurora Ct, Mariposa, CA 95338, and is made with reference to the following: RECITALS: A. On May 11, 2021, Agreement 249 (“Agreement”) was entered into by and between City and Contractor for Lobbyist App. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. C. City and Software Provider desire to continue Consultant’s services to the City under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and restated by this First Amendment. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. PAYMENT SCHEDULE Paragraph F of the Agreement is modified to read as follows: The payment for ongoing services shall be as follows: Milestone/Deliverable Amount Now through October 1, 2021 No cost FY22 Oct. 2, 2021 $7,000 FY23 Oct. 2, 2022 $7,000 FY24 Oct. 2, 2023 $7,000 FY25 Oct. 2, 2024 $7,350 FY26 Oct. 2, 2025 $7,350 FY27 Oct. 2, 2026 $7,750 Total $43,450 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. 2 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date NETFILE, INC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $7,000 Amendment No. 1 $36,450 Total $43,450 Tom Diebert Vice President Oct 5, 2022 Christopher D. Jensen IT Manager - Applications Oct 5, 2022 Oct 5, 2022 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 03/01/2022 03/01/2023 2,000,000 300,000 5,000 2,000,000 4,000,000 4,000,000 A 92-E0-Y230-0 03/01/2022 03/01/2023 2,000,000 2,000,000 B Y Y 92-MW-F722-4 03/01/2022 03/01/2023 1,000,000 1,000,000 1,000,000 B TECHNOLOGY ERRORS & OMISSIONS Y Y 342018 02/11/2022 02/11/2023 $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 09/28/2022 1988- 2009 ACORD CORPORATION. All right SENTATIVE arks of ACORD 1001486 132849 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-F722-403/01/2022 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers First Amendment to NetFile Agreement, for Lobbyist App Final Audit Report 2022-10-06 Created:2022-10-03 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAACrmfebb4oltJhn2ed83mTliuCio1lLSw "First Amendment to NetFile Agreement, for Lobbyist App" Histo ry Document created by City of Cupertino (webmaster@cupertino.org) 2022-10-03 - 4:58:40 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-10-03 - 5:01:01 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-10-03 - 5:01:25 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-10-03 - 5:33:15 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-10-03 - 5:33:17 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-10-03 - 9:33:44 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to diebert@netfile.com for signature 2022-10-03 - 9:33:46 PM GMT Email viewed by diebert@netfile.com 2022-10-05 - 11:42:35 PM GMT- IP address: 67.182.61.31 Signer diebert@netfile.com entered name at signing as Tom Diebert 2022-10-05 - 11:43:18 PM GMT- IP address: 67.182.61.31 Document e-signed by Tom Diebert (diebert@netfile.com) Signature Date: 2022-10-05 - 11:43:20 PM GMT - Time Source: server- IP address: 67.182.61.31 Document emailed to christopherj@cupertino.org for signature 2022-10-05 - 11:43:22 PM GMT Email viewed by christopherj@cupertino.org 2022-10-05 - 11:43:52 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-10-05 - 11:44:18 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-10-05 - 11:44:19 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for signature 2022-10-05 - 11:44:21 PM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2022-10-05 - 11:55:00 PM GMT- IP address: 104.47.74.126 Document e-signed by Nidhi Mathur (nidhim@cupertino.org) Signature Date: 2022-10-05 - 11:55:51 PM GMT - Time Source: server- IP address: 73.231.202.59 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-10-05 - 11:55:53 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-10-06 - 0:03:17 AM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-10-06 - 0:03:29 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-10-06 - 0:03:29 AM GMT