SOFTWARE LICENSE, HARDWARE OWNERSHIP AND SERVICES AGREEMENT WITH
CITY OF REDONDO BEACH
W I T N E S S E T H :
A. The City of Redondo Beach, a California charter city (Subscriber) seeks to engage the services and partner with the City of Whittier, a California charter city (Whittier), through their City Clerk/Elections Official Office, as related to Subscriber’s conduct of its Tuesday, March 2, 2027, General Municipal Election.
B. Whittier represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.
C. Subscriber desires to contract for the specific services described in the below Scope of Work and desires to set forth its rights, duties and liabilities in connection with the services to be performed.
D. No official or employee of Whittier has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
E. Through this Agreement, the Subscriber owns one-third share of the server for usage and storage of their voter records.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
Project Term
Project Term: The execution of this Agreement through the conclusion of all election activities required by the City Charter, California Elections and Government Code, and applicable State laws and regulations including, but not limited to, election challenge and recall proceedings. At the conclusion of all lawful election activities, the server and all data shall be securely deleted or wiped in accordance with applicable law.
Scope of Work
Whittier, through its City Clerk/Election Official’s Office, will provide the following:
A. Partnering with Subscriber for the cost-effective development and implementation of technology related to the issue, receipt, authentication, processing, and canvass of Vote-by-Mail materials and ballots.
Item A – Software License:
The City of Whittier has developed ‘General Election Management’ (“GEM Software”), a custom voter tracking software for the conduct of a standalone election.
Functions of Software:
• Compare voter files to filter for new, modified, and removed voters. • Issue Ballots and track returned ballots.
• Voter Validation lookup and tracking.
Excel Report Functionality:
• Confidential Voters
• Voter ID Report
• Summary of Voter Status by Precinct Report
• Military Overseas Voters Report
• Voted Voters Report
• Multiple Ballot Report
• Verified Report
• Pending Voters Report
• Signature Missing/Challenge Report and Letters
Export Functionality:
• Initial Mailing file for Vote-by-mail issuing
• Mailing file or labels for supplemental mailings
• Voter status for candidates – Daily Ballots Issued
• Voter status for candidates – Daily Ballots Returned
• E-Poll Book Roster
Subscriber is responsible for the delivery of digital files to the City of Whittier in a form mutually agreed upon. The digital files include:
I. One Precinct Consolidation File
II. Three Election Mailing Voter Files
III. One Image File
The precinct consolidation, voter, and image files will be stored on a secure standalone server with redundancy measures and proper firewall and anti-virus measures in place.
Whittier grants to Subscriber a license to use software ‘GEM’. Manuals and training will be provided by the City of Whittier.
The City of Whittier will import one (1) consolidation file, three (3) voter files, and one (1) image file per election at the following projected dates:
71 Days before Election (E-71): Import Precinct File
60 Days before Election (E-60): Import Image Files
60 Days before Election (E-60): Initial Voter Mailing File 29 Days before Election (E-29): Supplemental Voter Mailing File 14 Days before Election (E-14): Supplemental Voter Mailing File
1.0 License Fee and Services (Compensation)
In consideration for the non-exclusive license granted by the City of Whittier ("Whittier") to the Subscriber for use of the GEM Software, Subscriber shall pay Whittier a total license fee of Fourteen Thousand Dollars ($14,000), allocated as follows:
• License Fee: $10,000
• Service Fee: $4,000
In addition to the license fee, Subscriber agrees to pay the following charges for services:
• Creation of Precinct Consolidations and Maps: $2,000
Invoice and Payment Terms
An invoice for the services described above shall be issued within forty-five (45) days following the execution of this Agreement. Subscriber shall pay all undisputed amounts within forty-five (45) days after Subscriber’s receipt of the applicable invoice.
ADDITIONAL CONDITIONS
1.1 Security Obligations. Subscriber agrees its Authorized Users shall securely manage their respective password(s) for access to the GEM Software. Subscriber agrees to notify Whittier promptly in the event it becomes aware of any unauthorized access or use of the GEM Software, or of any of its or its Authorized Users' passwords or accounts.
Whittier shall notify Subscriber of any detected unauthorized use, suspected breach, or denial of service attack involving voter registration information or a system containing voter registration information within 24 hours of discovery.
1.2 Title. As between Whittier and Subscriber, Whittier retains title to and ownership of the GEM Software, including all copyrights and other Intellectual Property Rights relating thereto. Any suggestions for changes or improvements to Services that Subscriber provides to Whittier, whether solicited by Whittier or not, shall be owned by Whittier and Subscriber hereby irrevocably assigns, and shall assign, to Whittier all right, title, and interest in and to such suggestions. Whittier shall have no obligation to incorporate such suggestion into its products or Services.
1.3 Subscriber Data. As between Whittier and Subscriber, Subscriber shall retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data. Subscriber shall have the sole responsibility for the accuracy,
quality,and legality of the Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data with Whittier as set forth in this Agreement.
Notwithstanding the foregoing, Whittier may not sell or offer for sale any Subscriber Data, whether in Subscriber-identifiable or anonymized and aggregated form. Whittier shall comply with its obligations under allLaws applicable to Whittier’s provision of the Service, including all such Laws related to privacy, data security, and data protection.
1.4 Use of Third-Party Components. Whittier may use Vendors to provide certain functions of the Services, including without limitation, hosting and data analysis, but notwithstanding any other provision of this Agreement to the contrary, Whittier shall ensure that the Vendors provide the Services to the level required of Whittier by this Agreement at no additional cost to Subscriber. To the extent a Vendor accesses voter registration information, Whittier shall ensure that the Vendor complies with applicable law and with the confidentiality and security obligations applicable to Whittier under this Agreement. Whittier shall remain responsible for the acts and omissions of its Vendors in connection with the Services.
1.5 Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Whittier is encountered, a time extension may be mutually agreed upon in writing by Whittier and the Subscriber.
1.6 Notice of Termination. Whittier reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Subscriber. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Whittier shall immediately stop rendering services under this Agreement unless directed otherwise by the Subscriber.
1.7 No Other Warranties. Use of GEM Software is not intended to be a substitute for professional judgment of users. GEM Software does not provide legal advice.
Subscriber shall be responsible for all its own actions or failure to act in connection with the GEM Software. Whittier cannot guarantee that every error in the GEM Software or problem raised by Subscriber will be resolved.
Whittier warrants that the Services shall be performed in a professional workmanlike manner consistent with the requirements of this Agreement. Whittier shall use reasonable efforts to promptly correct any material error in the GEM Software that adversely affects the performance of the functions described in the Scope of Work. The third party components, and third party data are provided “as is.” Whittier assumes no responsibility or risk for Subscriber's use or misuse of, or failure to use, the information provided through the GEM Software. To the extent that a party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
1.8 Limitation of Damages. Whittier’s maximum liability arising out of or relating to this Agreement or the services provided hereunder, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the greater of the aggregate amount of the fees paid and payable to Whittier by Subscriber. Whittier shall have no liability arising out of or relating to the third-party components (including, without limitation, any components or services provided by third-party data). In no event shall either party be liable to the other for any indirect, special, punitive damages arising from the furnishing, performance, or use, or failure of services, or third-party components.
1.9 Responsibilities for Planned Updates. Whittier shall undertake commercially reasonable efforts to patch, repair or update the Software in order to integrate it with the updated Integrated Third Party Software.
1.10 Public Records Act Disclosure / Exemption. Subscriber has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Subscriber, or any of its subcontractors, pursuant to this Agreement and provided to Whittier may be subject to public disclosure or exempt from disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).
Exemptions to the California Public Records Act may be applicable as Critical Infrastructure for Elections under Information Technology under Government Code Section Gov Code 7929.205 and 7929.210, and trade secrets, as that term is defined in the California Government Code Section 7924.510(f), and of which Whittier informs Subscriber of such trade secret. The Subscriber will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. Subscriber shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
1.11 Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; and b) 72 hours after deposit in the U.S.
Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO SUBSCRIBER: IF TO CITY:
City of Redondo Beach City of Whittier
415 Diamond Street, Door 1 13230 Penn Street
Redondo Beach, CA 90277 Whittier, CA 90602
Tel: (310) 697-4646 Tel: (562) 567-9850
Email: [email protected] Email: [email protected] Attn: City Clerk Eleanor Manzano Attn: Election Official Rigoberto Garcia
1.12 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
1.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF WHITTIER,
a California charter city
__________________________________ Date:_____________________ RIGOBERTO GARCIA, JR. Election Official
(seal)
SUBSCRIBER
CITY OF REDONDO BEACH,
a California charter city
__________________________________ Date:_____________________ JAMES A. LIGHT, Mayor
ATTEST:
__________________________
Eleanor Manzano, City Clerk
__________________________
Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:
__________________________
Joy A. Ford, City Attorney
9/29/2026 | 4:06 PM PDT
City of Redondo Beach, its officers, officials, employees, and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy.
POLICY
PROJECT LOC
OTHER:
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
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 have ADDITIONAL INSURED provisions or 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).
PRODUCER CONTACT
NAME:
PHONE
(A/C, No,Ext): FAX
(A/C, No):
E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL
INSD
SUBR
WVD POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
CLAIMS-MADE OCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
BODILY INJURY (Per accident) $
PROPERTY DAMAGE
(Per accident) $
$
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-MADE
EACH OCCURRENCE $
AGGREGATE $
DED RETENTION $ $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
PER
STATUTE
OTH- ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
2,000,000
California Insurance Pool Authority
7/1/2026 7/1/2027 2,000,000
4,000,000
1,000,000
CIPA-025 7/1/2026 7/1/2027 1,000,000
CIPA-WC-0025 7/1/2026 7/1/2027
1,000,000
1,000,000
1,000,000
CIPA-025 7/1/2026 7/1/2027
6/26/2026
E&O
California Insurance Pool Authority(CIPA)
And Member Agency of:
City of Whittier
13230 Penn Street
Whittier, CA 90602
California Insurance Pool Authority(CIPA)
567 San Nicolas Drive, Suite 300
Newport Beach, CA 92660
City of Redondo Beach
415 Diamond St.
Redondo Beach, CA 90277 USA
1208818
N/A
N
26-27 GLALEXE&O
CIPA-025
City of Redondo Beach, its officers, officials, employees, and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy.
General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions.
X
X
X
X
X
E&O CIPA-025 7/1/2026 7/1/2027 2,000,000
Limits shown are as requested
1208818