Attachment 2 - NetFile Original Contract with Amendments 1 and 2.pdf

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Clerk Project Manager: Pamela Christian Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-6513
PR No: Vendor No: 11169 P.O./Contract No: 3253
Description of Services:

Professional Services for e-filing and administration of Fair Political Practice Commission (FPPC), Statement of Economic Interests, Form 700 filings.

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:

NetFile, Inc.

Company Name:

Street Address: 2707-A Aurora Court
City, State, Zip Code: Mariposa, CA 95338
Contact Person: Tom Diebert, Vice President
Telephone: (209) 742-4100 Email: [email protected]
Business License No: 40050491 / Expiration Date: July 22, 2016 A California corporation, L limited liability corporation general partnership, limited partnership, individual, L non-profit corporation, individual dba as [specify:].
other [specify:]

2. Term. The effective date of this Contract is October 1, 2015 and it terminates September 30, 2018 unless terminated as provided herein.

3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 21,000.00 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal c orporation
NetFile, Inc.
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: Mayor By: in
I hereby certify that this Contract Title: Tom Diebert, Vice President has been approved by City Council.

Date Signed: 9/18/2015
or Panela Chist
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to fo
Dhut.

By:

By: Title: David Montgomery, CFO
Attorney
Date Signed: 9/18/2015
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
NetFile, Inc.

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the City Clerk Department , perform the following services and be compensated as outlined below:

See attached proposal ("EXHIBIT A").

EXHIBIT A
NetFile
2707 Aurora Road
NetFile 95338
eL (209)742-410
ax (209)391-220
April 23, 2015
Pamela Christian
City of Richmond City Clerk
450 Civic Center Plaza
Richmond, CA 94804
Dear Pamela:

It was nice speaking with you yesterday at the CCAC conference. As promised, here is some background information as well as a proposal for our e-filing and administration systems for both the Campaign Disclosure filings as well as the Form 700 filings.

How NetFile Works
NetFile is a hosted solution that provides you with an extremely affordable solution that will enable you to paperlessly electronically file both Campaign Statements and Form 700 filings.

No IT involvement is required. You don't have to waste time or effort or risk a breach of your own servers by hosting yourself.

Who Uses NetFile
NetFile's 700 system is currently being used over 50 local government agencies in CA. For our Campaign Disclosure system, we currently have almost 50 local government agencies using us. In Northern CA alone our City clients include, Berkeley, Chico, Cotati, Fresno, Hayward, Livermore, Manteca, Oakland, Palo Alto, Patterson, Pleasanton, Sacramento, Salinas, San Francisco, San Jose, San Leandro, Santa Clara, Santa Cruz, Santa Rosa, Sunnyvale, West Sacramento, and Yountville.

The costs for the systems for your city would be as follows:
700 System: $1,500/quarter*** ongoing for up to 350 filers. This system includes your admin portal (allowing you to automate letters and generate status reports), filer portal (where the filer creates and electronically files their documents), industry exclusive mobile device filer platform, industry exclusive public viewing portal (this automatically shows the redacted filing online without you having to scan or upload documents), and a private viewing portal (we can lock down any number of computers you wish in your office that you can point the public to search unredacted documents). All the interested party has to do is pick the filing they want and if they want a hard copy, click on the print button that would print to one of your printers behind your counter. All staff has to do is charge the per copy document fee! NetFile even pays for your FPPC $1,000 paperless application fee. This fee will cover the City for up to 5 years or until the FPPC deems there is any major software change. No matter what, NetFile will pay the fee.

Campaign System: $2,500/quarter*** ongoing. This system includes all the same features as the SEI system above.
***Because of our sponsorship of the CCAC, we can offer you special pricing. If you take both systems, we can discount the Campaign System down to $1,750/quarter for up to 5 years.

All of our contracts offer 30 day out clauses for any reason so if you don't want to use it you don't have to. This gives you peace of mind. The good news is we have never had anyone take us up on that.

How Long Does it Take to Setup?
Currently our lead time is 2 weeks to set up a new agency. This is subject to change.

The NetFile Difference
As mentioned above, NetFile has no competition for the Campaign Disclosure system. Our company is the only vendor who has software meeting the criteria of paperless electronic filing in the State of California. If any vendor tells you otherwise, ask them what agency of theirs have paperlessly filed a campaign statement. An agency can sole source our product based on this alone! The City of San Diego made history with this system having the first ever paperless campaign statement filed on January 22, 2013. Since then, we have had approximately half of our agencies change their local campaign ordinance to reflect the paperless filing being the filing of record. That is all you have to do! I can send you samples of other Cities ordinances so you don't have to reinvent the wheel for your ordinance. Again, NetFile is the only company that offers a paperless solution for local government for Campaign Statement Filings! For Statements of Economic Interests, NetFile leads the way. Starting the end of 2006 for the County of San Bernardino as well as the Cities of Anaheim and San Diego, NetFile beat the competition to the market by 2 years. In addition to that, NetFile currently has over 50 local government clients in CA using this system! For Cities alone, NetFile has twice as many City clients as the competition! We currently have 51 of our agencies approved paperless with more on the way. NetFile has industry exclusive features for the 700 SEI system as well (no other company gives you a public viewing portal that automatically shows redacted filings plus no other company has mobile applications for filers to use).

One of the most important advantages with NetFile is all your revenue spent with NetFile stays in CA. NetFile is proud of the fact we are 100% based in CA. The competition can't say that given they outsource services overseas. If you need any additional information, just let me know.

Best regards,
Tom Diebert
Vice President, NetFile

PAPERLESS FILING SOLUTION
Statement of NetFile
Economic Interests
Form 700
SEI Form 700 E-Filing &
E-Filing & Admin System Admin System Facts:

Filing Forms 700 & 800 Series Made Simple and Secure FPPC Paperless Approved Several NetFile clients have been approved
as paperless filing agencies by the FPPC.

Make your hard to track paper filing system obsolete with the industry Very simple and easy approval process.
leading provider of an e-filing system for the FPPC Form 700. Don't be fooled by companies with large start up costs and overseas programming. NetFile is Many Years Proven Success the founder and leader of this market space with several thousands of e-filings NetFile's local government clients in
made over many years and our system has no startup costs at all! California have been using this system
Being an online system, the agency, filer, and the public can access the for many years. NetFile has numerous
system 24/7/365. Since this is a shared platform, the system is affordable for County and City clients who make several even the smallest local government client. NetFile offers around the clock thousands of filings per year. support that is 100% based in California - no need to worry about foreign based support! All revenue stays in CA - not outsourced like the competition! No Huge Upfront Costs You pay a very reasonable ongoing fee.

A sampling of NetFile's system advantages are: Affordable for most any sized agency. • Several NetFile clients have already been FPPC approved as paperless agencies! Staff Support and Training • Easily manage your filer's conflict of interest code Included in Ongoing Fee • Multiple levels of administration for admin and department level filing officers Being a hosted solution, you enjoy a low ongoing cost that includes both staff
• Database is kept current throughout the year - no more year-end panic! support and training at no additional
• Public portal for 800 series form online requirement cost to you! There is no limit to the • Multiple position filings are fast and efficient with NetFile amount of staff support or training • Previous Form 700 Filer data populates new filing (huge time savings)! provided to our clients. • Works with any modern Windows PC, Mac, or Linux system with current browser No Long Term Commitment • NetFile is 100% based in CA (no outsourcing of work to other countries) All our contracts have 30-day out clauses (for any reason)!
Features
Electronic Filing Data is Safe and Secure
Each Form 700 filer can self-register and is issued a unique Filer ID Backups are made nightly for all of you and password. A link from your website starts the filing process. The and your filer's data. The data is sent site is hosted by NetFile but looks just like your site. NetFile servers offsite to multiple locations to ensure the ensure fast and efficient filings. The submitted filing is validated to safety and integrity of your data. stop amendments from happening in the first place. Online video tutorials makes filing easy! No IT Involvement
Agency Management Tool Necessary
The system acts as your repository of filers. Create the filers in the All IT has to do is place a link on your database just once. Notifications can be sent out via an e-mail blast website (that's it)! to all filers or filers by department. Run your filing status report for an up to date filing receipt list. From the report you can see exactly who NetFile Dedication or who has not filed. This report can be run by department or for your NetFile has been in business since entire database. 1998. Providing e-filing systems and
Paperless Filings, Paper Filings, or Both! software is all we do! There are no other The system handles all types of filings. You can go entirely paperless, distractions to keep us from servicing entirely paper based, or a combination of both! our clients to the fullest extent!

DATA SHEET
Document Viewing Portal - Public Site
You can choose to have your filers' documents shown over the internet in redacted form with your own redaction specifications. You can even narrow down which filers you would want to show.

Public site meets FPPC's mandated 30-day online posting requirements for certain 800 series forms! Document Viewing Portal - Private Site
The system also comes with a kiosk mode that allows you to show filings in unredacted form but only in your office. That way if someone walks in requesting to view a filing, just point them to one of your computers to search for the filings. They could print to your internal printer if they wanted to purchase a hard copy. No more pulling files and making copies wasting valuable staff time! NetFile is Number One in California
NetFile is California's first internet based accounting, disclosure, and data management system. Our clients account for over half of all electronic disclosure document filings in the state of California. For our local government platform, there have been several thousand e-filings made for both our SEI Filing and admin system as well as our Campaign Disclosure filing and admin system.

Unparalleled Training and Technical Support
Our business model is based on an ongoing service with no long term contractual commitments from our clients. This guarantees you the best in training and support! Contact Information:

Company Name: NetFile
Address: 2707 Aurora Rd
Mariposa, CA 95338
Phone: (209) 742-4100 (Main Line & Support)
Phone: (559) 434-2045 (Local Government Sales)
Fax: 209) 391-2200
E-mail: [email protected]
website: www.netfile.com
NOTE: NetFile also has an e-filing system for local goverment for campaign disclosure for the e-filing and admin of FPPC Forms 460, 496, 497 450, 461, 465 and 470.

NetFile

THE E-FILING LEADER
For the Contract between the City of
Richmond and
NetFile, Inc.

EXHIBIT B

PAYMENT PROVISIONS
(PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc. Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Pamela Christian Department: City Clerk PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Pamela Christian before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
Richmond and
NetFile, Inc.

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Pamela Christian
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-0046

1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Tom Diebert
NetFile, Inc.
2707-A Aurora Court
Mariposa, CA 95338

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further perod that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staffs determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staffs determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

General Conditions/EJ/TE 01-19-11 5 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §S 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Inted to the is try or persons see der this coi ad i recons or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

General Conditions/EJ/TE 01-19-11 10 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §S 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

General Conditions/EJ/TE 01-19-11 12 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
NetFile, Inc.

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

None.

For the Contract between the City of
Richmond and
NetFile, Inc.
• EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

ACORD® DATE (MM/ODIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 07/20/2015
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 endorsements).

PRODUCER ERMACT JOHN DIEHL
State Farm Insurance
PHONE (AC, No): 626-791-9918
(A/C, No. Ext): 626-791-9915
2525 N. Lake Ave., Ste 2 E-MAIL ADDRESS: [email protected] Altadena, CA 91001 PRODUCER
CUSTOMER ID #: OD75608
INSURERS) AFFORDING COVERAGE NAIC #
INSURED INSURER A: State Farm General Insurance Company 25151 NETFILE INSURER B: State Farm Fire and Casualty Company 25143 PO BOX 70 INSURER C:

AHWAHNEE CA 93601-0070 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE 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
GENERAL LIABILITY EACH OCCURRENCE 1,000,000
A

DAMAGE TO RENTED
X COMMERCIAL GENERAL LIABILITY 03/01/2015 03/01/2016 PREMISES (Ea occurrence) 300,000 Y 92-XV-7702-4
| CLAIMS-MADE X OCCUR MED EXP (Any one person) 5,000
PERSONAL & ADV INJURY 1,000,000
GENERAL AGGREGATE 2,000,000
GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG 2,000,000 X| POLICY PRO
LOC

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)

ANY AUTO
BODILY INJURY (Per person)
ALL. OWNED AUTOS
BODILY INJURY (Por accident)

SCHEDULED AUTOS PROPERTY DAMAGE
HIRED AUTOS (Per accident)

NON-OWNED AUTOS

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE AGGREGATE

DEDUCTIBLE
RETENTION $

WORKERS COMPENSATION WC STATU OTH

TORY LIMITS ER

AND EMPLOYERS LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE 92-C1-J805-4 03/01/2015 03/01/2016 EL EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? Y NIA Y
EL DISEASE - EA EMPLOYEE S 1,000,000
Mandatory in NH
yes, describe unde 1,000,000
SPECIAL PROVISIONS belm. EL DISEASE - POLICY LIMIT S
B TECHNOLOGY ERRORS & OMISSIONS 342011 02/11/2015 02/11/2016 $2,000,000 - EACH WRONGFUL ACT $2,000,000 - TOTAL LIMIT OF LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

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.

CERTIFICATE HOLDER CANCELLATION
The City of Richmond SHOULD ANY OF THE ABÓVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 450 Civic Center Plaza POLICY PROVISIONS.

Richmond, CA, 94804

AUTHORIZED REPRESENTATIVE

MIRNA SERNA
© 1988- 2009 ACORD CORPORATION. All rights reserved.

ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 1001486 132849.4 02-11-2010 G Policy No. 92 XV7702 4 CMP-4786.1

Page 1 of 2 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CMP-4786.1 ADDITIONAL INSURED - OWNERS, LESSEES, OR CONTRACTORS (Scheduled)
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 XV7702 4
Named Insured:

Netfile Inc
2707 Aurora CT
Mariposa, CA 95338
Name And Address Of Additional Insured Person Or Organization:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804

1. SECTION II - WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II - LIABILITY is amended to in- sured is required by a contract or agree- clude, as an additional insured, any person or ment, the insurance provided to organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury" that which you are required by the contract "property damage". or "personal and advertis
ng injury" caused, in whole or in part, by: or agreement to provide for such addition- al insured; and
a. Ongoing Operations
c. If the contract or agreement between you
(1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the
the performance of your ongoing oper whitional insured is the lesser of that ons for that additional insured;
b. Products - Completed Operations
"Your work" performed for that additional fornia
insured and included in the "products-
completed operations hazard". 2) You are required by contract o greement to provide for such add
Hollowier, Paragraph 1. above is subject to the tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or "suit" is tendered to us.
o. Copyright, State Farm Mutual Automobile Insurance Company, 2013 includes copyrighted material of InsuriNtiNuices Office, Inc, with its permission.

CMP-4786.1

Page 2 of 2 ends

2. Any insurance provided to the additional in- (3) The nature and location ot any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a "suit" brought for damages for rence" or offense; which you are provided coverage. b. Tender the defense and indemnity of any

3. With respect to the insurance afforded to the claim or "suit" to us and to all other insur- additional insured, the following is added to ers who may have insurance potentially SECTION II - LIMITS OF INSURANCE: available to the additional insured: and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement, the most ance the additional insured has for de. we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION I — a. Required by the contract or agreement; or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other
This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II - plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS:

Declarations.
a. This insurance is primary to and will not

4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance.

Il - GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance
a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. To the sured has been added as an additional in- extent possible, notice should include: sured on other policies. when and where the "occur-
There will be no refund of premium in the event
this endorsement is cancelled.
(2) The names and addresses of any in-
jured persons and witnesses; and 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.

G Policy No. 92 XV7702 4 Page 1087
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST

OTHERS TO US
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 XV7702 4
Named Insured:

Netfile Inc
2707 Aurora •CT
Mariposa, CA 95338
Name And Address Of Person Or Organization:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of:
a. Your ongoing operations; or
b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard".

This waiver applies only to the person or organization shown in the Schedule.

All other policy provisions apply.

CMP-4787 1006225 137715.1 11-19-2013
©. Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Ne have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforc ur right against the person or organization named in the Schedule. (This agreement applies only to the extent tha 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 5% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
City of Richmond Data Entry
450 Civic Center Plaza
Richmond, CA 94804 Prem: $15 CLASS: 8859
COC: $15,000
is endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise state he information below is required only when this endorsement is issued subsequent to preparation of the polic Endorsement Effective 7/20/15 Policy No. 92-C1-J805-4 Endorsement No.

Insured NETFILE INC Insurance Company State Farm Fire and Casualty Company 2707 Aurora CT
Mariposa CA 95338
Countersigned By
WC 04 03 06
(Ed. 4-84) Printed in U.S.A.

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: City Clerk's Office Project Manager: Pamela Christian Project Manager E-mail: Project Manager Phone No:

[email protected] (510) 620-6513
P.R. No: Vendor No: 11169 P.O./Contract No: 3253
Description of Services:
rotessional services for e-filing and administration of Fair Political Practice Commission (FPPC), Statement of Economic nterests, Form 700 filings, with amendment to include e-filing and administration of campaign reports Amendment No. 1 modifies the: (2"d
/ Term, Payment Limit and Service Plan or subsequent a mayment Limit amarice lan page /Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name: NetFile, Inc.

Street Address: 2707-A Aurora Court
City, State, Zip Code: Mariposa, CA 95338
Contact Person: Tom Diebert, Vice President
Telephone: (209) 742-4100 Email: [email protected]
Business License No: 40050491 / Expiration Date: July 22, 2017 A California V corporation, _ limited liability corporation general partnership, limited partnership, individual, | non-profit corporation, individual dba as [specify:]
-
other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on September 15, 2015 , which original term commenced on October 1, 2015 and terminates September 30, 2018 with an original contract payment limit of $21,000.00 . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation
NetFile. Inc.
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Title: IN a4 CR By =
I hereby certify that the Original Contract Vice President Title:
and this Amendment have been approved
by the City Council or executed by the City (*The Corporation Chief Financial Officer, Secretary or Manager. Assistant Secretary should sign on the line below.) By Pamela Christ Dallit
By:_
City Clerk
CFO
Title:

Approved as lo form: (NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
By_ Chairperson of the Board, President or
City Attorhey Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to Amendment Provisions designated representative groups pursuant 2 Updated Insurance Certificates to Corporations Code Section 313.

Contract Amendment/EJ/TE 09-26-07
Contract Amendment between the City of Richmond and
NetFile, Inc.

Amendment No. P.O./Contract No.
1 3253

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
October 1, 2015
(Insert original contract commencement date)
and it terminates
September 30, 2020
(Insert new contract termination date)
unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ 35,000.00 - Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_56,000.00 including expenses."
"The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Campaign system for e-filing and administration of campaign reports.

See attached proposal ("EXHIBIT A").

Contract Amendment/EJ/TE 9-26-07

EXHIBIT A
NetFile
2707 Aurora Road
NetFile Mariposa 95338
Tel (209)742-4100
Fax (209)391-2200
April 23, 2015
Pamela Christian
City of Richmond City Clerk
450 Civic Center Plaza
Richmond, CA 94804
Dear Pamela:

No IT involvement is required. You don't have to waste time or effort or risk a breach of your own servers by hosting yourself.

Cost information
NetFile does not charge any costs upfront. No setup fees to worry about. Our ongoing quarterly fee includes everything (unlimited training, support, maintenance). All form changes and system updates are included as well. Don't be fooled with false economics showing software you own is less expensive. If you buy software and want to compare with our service, you need to add all the hidden costs you have for IT labor, hardware to run the software, bandwidth to host the product online, and all the extra IT time to apply security updates and patches The costs for the systems for your city would be as follows:
700 System: $1,500/quarter*** ongoing for up to 350 filers. This system includes your admin portal (allowing you to automate letters and generate status reports), filer portal (where the filer creates and electronically files their documents), industry exclusive mobile device filer platform, industry exclusive public viewing portal (this automatically shows the redacted filing online without you having to scan or upload documents), and a private viewing portal (we can lock down any number of computers you wish in your office that you can point the public to search unredacted documents). All the interested party has to do is pick the filing they want and if they want a hard copy, click on the print button that would print to one of your printers behind your counter. All staff has to do is charge the per copy document fee! NetFile even pays for your FPPC $1,000 paperless application fee. This fee will cover the City for up to 5 years or until the FPPC deems there is any major software change. No matter what, NetFile will pay the fee.

How Long Does it Take to Setup?
Currently our lead time is 2 weeks to set up a new agency. This is subject to change.

Best regards,
Tom Diebert
Vice President, NetFile
•ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 07/19/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

GREAT JOHN DIEHL
(AIC, No. Ext): 626-791-9915 FAC, No): 626-791-9918
835 E Mariposa St E-MAIL
ADDRESS: [email protected]
Altadena, CA 91001 CUSTOMER ID#: OD75608
INSURERS) AFFORDING COVERAGE NAIC #
INSURED INSURER A : State Farm General Insurance Company 25151 NETFILE INSURER B: State Farm Fire and Casualty Company 25143 PO BOX 70 INSURER C:

AHWAHNEE CA 93601-0070 INSURER D:

INSURER E:

REVISION NUMBER:

GENERAL LIABILITY EACH OCCURRENCE
X COMMERCIAL GENERAL LIABILITY 92-XV-7702-4 03/01/2017 03/01/2018 PREMISES (Ea occurrence) Y
CLAIMS-MADE X OCCUR MED EXP (Any one person) 5,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000

POLICY RO LOC
ECT

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
ALL OWNED AUTOS BODILY INJURY (Per accident)

SCHEDULED AUTOS PROPERTY DAMAGE
$
HIRED AUTOS (Per accident)

NON-OWNED AUTOS

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE AGGREGATE

DEDUCTIBLE

WORKERS COMPENSATION WC STAT OTH-

AND EMPLOYERS' LIABILITY DRY LIMIT ER
ANY PROPRIETORIPARTNER/EXECUTIVE YIN 92-CX-L168-6 03/01/2017 03/01/2018 E.L. EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED?
E.L. DISEASE - EA EMPLOYEE S 1,000,000
(Mandatory in NH) yes, describe under 1,000,000
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT | S TECHNOLOGY ERRORS & OMISSIONS Y Y 342011 02/11/201702/11/2018 $2,000,000 - EACH WRONGFUL ACT |$2,000,000 - TOTAL LIMIT OF LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CERTIFICATE HOLDER CANCELLATION
Attn: City Clerk's Office SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE City of Richmond POLICY PROVISIONS.
450 Civic Center Plaza
Richmond, CA 94804 AUTHORIZED REPRESENTATIVE
MIRNA SERNA Mirna s berna
© 1988- 2009 ACORD CORPORATION. All rights reserved.

ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 1001486 132849.4 02-11-2010 G Policy No. 92 XV7702 4 CMP-4786.1

Page 1 of 2 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CMP-4786.1 ADDITIONAL INSURED - OWNERS, LESSEES, OR CONTRACTORS (Scheduled)
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 XV7702 4
Named Insured:

Netfile Inc
2707 Aurora CT
Mariposa, CA 95338
Name And Address Of Additional Insured Person Or Organization:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804

1. SECTION II - WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II - LIABILITY is amended to in- sured is required by a contract or agree- clude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodilv iniurv
"property damage" , or "personal and advertis- that which you are required by the contract ing injury" caused, in whole or in part, by: or agreement to provide for such addition- al insured; and
a. Ongoing Operations
c. If the contract or agreement between. you
(1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Code Section 2782 or on your behalf; 2782.05, the insurance provided to the
additional insured is the lesser of that
in the performance of your ongoing opera- which:
tions for that additional insured; or
b. Products - Completed Operations (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali-
"Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard". (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured.
a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or "suit" is tendered to us.
©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CONTINUED
CMP-4786.1

Page 2 of 2 ends

2. Any insurance provided to the additional in- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a "suit" brought for damages for rence" or offense; which you are provided coverage. b. Tender the defense and indemnity of any

3. With respect to the insurance afforded to the claim or "suit" to us and to all other insur- additional insured, the following is added to ers who may nave insurance potentially SECTION II - LIMITS OF INSURANCE: available to the additional insured: and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement, the most ance the additional insured has for de- we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION 11 — a. Required by the contract or agreement; or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other
This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II- plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS:

Declarations.
a. This insurance is primary to and will not

4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties in The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance.

II - GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance
a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable "occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. sured has been added as an additional in- extent possible, notice should include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence" or offense took place;
this endorsement is cancelled.
(2) The names and addresses of any in-
jured persons and witnesses; and 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.

G Policy No. 92 XV7702 4 CMP-4787

Page 1 of 1 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST

OTHERS TO US
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Policy Number: 92 XV7702 4
Named Insured:

Netfile Inc
2707 Aurora CT
Mariposa, CA 95338
Name And Address Of Person Or Organization:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS:

We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of:
a. Your ongoing operations; or
b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard".

This waiver applies only to the person or organization shown in the Schedule.

All other policy provisions apply.

CMP-4787 1006225 137715.1 11-19-2013
©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: CITY CLERK'S OFFICE Project Manager: SABRINA LUNDY Project Manager E-mail: Project Manager Phone No:

[email protected] (510) 231-3048
P.R. No: Vendor No: 11169 P.O./Contract No: 3253
Description of Services:

SUBSCRIPTION AND DATA ADMINISTRATION SERVICES FOR ELECTRONIC FILING SYSTEM FOR FAIR POLITICAL PRACTICE COMMISSION (FPPC) FORM 700 AND CAMPAIGN REPORT FILINGS.

Amendment No. 2 modifies the: (2'° or subsequent amendments attach Amendment History page) /Term, Payment Limit and Service Plan Payment Limit and Service Plan /Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name: NetFile, Inc.

Street Address: 2707-A Aurora Court
City, State, Zip Code: Mariposa, CA 95338
Contact Person: Tom Diebert, Vice President
Telephone: (209) 742-4100 Email: [email protected]
Business License No: 40050491 / Expiration Date: July 22, 2021 A California / corporation, • limited liability corporation general partnership, C limited partnership, individual, ] non-profit corporation, individual dba as [specify:]
other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on September 15, 2015 _, which original term commenced on October 1, 2015 and terminates September 30, 2018 with an original contract payment limit of $21,000.00 . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation
NetFile. Inc.

By. (*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Title: Aluty
By.

I hereby certify that the Original Contract President
Title:
and this Amendment have been approved
by the City Council or executed by the City (*The Corporation Chief Financial Officer, Secretary or Manager. Assistant Secretary should sign on the line below.) By Natura Lundy Tan Diebat
By:

City Clerk (Deputy CFO
Title:
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, if Contractor is a corporation or nonprofit organization, this
Shamt Mr Contract (1) should be signed by the
Chairperson of the Board, President or
For City Attorney Vice-President and the Chief Financial Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to 3 Amendment Provisions designated representative groups pursuant • Updated Insurance Certificates to Corporations Code Section 313.

Contract Amendment/EJ/TE 09-26-07
Contract Amendment between the City of Richmond and
NetFile, Inc.

Amendment No. P.O./Contract No.
3253

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN) Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as "2. Term. The effective date of this Contract is
October 1, 2015
(Insert original contract commencement date)
and it terminates
June 30, 2022
(Insert new contract termination date)
unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by$_17,750.00 - Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 73,750.00 including expenses."
"The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

The service plan remains the same as approved with Contract Amendment #1 attached hereto as Exhibit A.

Contract Amendment/EJ/TE 9-26-07

EXHIBIT A
NetFile
NetFile 1: 28354235850
Tel
Fax
April 23, 2015
Pamela Christian
City of Richmond City Clerk
450 Civic Center Plaza
Richmond, CA 94804
Dear Pamela:

No IT involvement is required. You don't have to waste time or effort or risk a breach of your own servers by hosting yourself.

How Long Does it Take to Setup?
Currently our lead time is 2 weeks to set up a new agency. This is subject to change.

Best regards,
Tom Diebert
Vice President, NetFile

Richmond City CouncilMay 17, 2022

Richmond City Council
May 17, 2022