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HomeMy WebLinkAboutNetFile Inc; 2018-11-14;AGREEMENT FOR ONLINE HOSTING SERVICES FOR CONFLICT OF INTEREST (FORM 700) AND CAMPAIGN (FORM 460) FILINGS SERVICES NETFILE, INC. c(\ THIS AGREEMENT is made and entered into as of the / Lj-fh ~ ~ 2018, by and between the CITY OF CARLSBAD, corporation, ("City"), and NetFile, Inc., ("Contractor"). RECITALS day of a municipal City requires the professional services of an online hosting service for conflict of interest and campaign filings (Form 700 and Form 460). Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of 5 years from the date first above written. This Agreement may be extended by written mutual agreement of both parties for an additional period of five years. 3. COMPENSATION The total fee payable for the Services to be performed will be fourteen thousand dollars ($14,000.00) per agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' City Attorney Approved Version 6/12/18 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Sheila Cobian Title City Clerk Services Manager Department City Manager City of Carlsbad Address 1200 Carlsbad Village Dr. Carlsbad, CA 92008 Phone No. 760-434-2808 For Contractor Name Tom Diebert Title Vice President Address 2707 Aurora Road Phone No. Email Mariposa, CA 95338 diebert@netfile.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD NoI8l_ 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. City Attorney Approved Version 6/12/18 2 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: (sign here) David Montgomery/ President By: (print name/title) (sign here) Tom Diebert I CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California 1/l_ ATTEST: BARBARA ENGLESON City Clerk 6~ r C _ If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President 3 Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer City Attorney Approved Version 6/12/18 Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::LIAu:rcney Assistant City Attorney City Attorney Approved Version 6/12/18 4 AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND BETWEEN CITY OF CARLSBAD, CALIFORNIA AND NETFILE SCOPE OF WORK The Services to be performed for the User by the Contractor under this Agreement are more fully described in the Contractor's proposal which is added to this Exhibit A and incorporated by this reference. EXHIBIT A -CONTRACT SPECIFICS A. Expected Outcome NetFile will develop and maintain a system that pe1mits City of Carlsbad ("User") and users authorized by the User to (1) Electronic filing of FPPC Statement of Economic Interest, Form 700 ("SEI") (approximately 550 filers per calendar year) to be available (in redacted form) for public viewing of documents over the Internet through a link on the User's website; (3) maintain a database of the FPPC SEI forms to track filings and generate filing deadline and amendment letters and (4) allow the User to scan SEI reports/forms not submitted electronically. NetFile will develop and maintain a system that permits City of Carlsbad ("User") and users authorized by the User to (1) Electronic filing of FPPC Campaign Disclosure statements for committees that have a filing responsibility to the User. This system includes an onJine filer application, admin portal, and public viewing portal. NetFile's Campaign Disclosure system fully meets the requirements set forth in Assembly Bill 2452 which would enable the City to adopt a paperless filing ordinance for Campaign disclosure filings. NetFile's Form 700 system meets the requirements set forth in Assembly Bill 2062 which would enable the City to apply to the FPPC for Paperless filing status for the Form 700. The cost of the application fee with the FPPC will be paid in its entirety by NetFile. B. Deliverables NetFile will continue to have ready for use a system that pe1mits (1) electronic filing of FPPC Statement of Economic Interest, Form 700 as well as FPPC Campaign Disclosure Statements (hereinafter collectively referred to as "FPPC Forms"); (2) availability of FPPC Fonns in an electronic format to be available (in redacted form) for public viewing of documents over the Internet through a link on the User's website; (3) maintaining a database of the FPPC Fom1s to track filings and generate filing deadline and amendment letters and ( 4) allow the User to scan FPPC Forms not submitted electronically. C. Scope of Service 1. From the date of execution of the service agreement, NetFile will develop and maintain a system that: (a) For Filers Using the Internet: 1. Allows the User to provide to Filers who have their own access to the Internet, a user ID and password which is used to log on to a secure site hosted on NetFile's web server but accessible via the User's web site. 11. Allows Filers who have their own access to the Internet, to log on to, enter data in, and upload to NetFile's secure site electronic formats ofFPPC Statement of Economic Interest Forms. iii. Once the forms have been uploaded, NetFile's secure site validates the submitted filing and notifies the Filer that the filing was accepted or, if declined, explains why the filing was declined. 1v. Allows Filers to print a copy, using Adobe Acrobat Reader, of the forms that they upload to NetFile's secure site. v. Allows Filers to access earlier validated electronically filed forms. (b) For the User: 1. Allows tracking of Filers and all electronically filed forms in a database. 11. Allows User to scan hard copy filings and post to the online searchable database provided a liability waiver is signed by the User absolving NetFile of any liability associated with manually redacted documents not under the control ofNetFile during the redaction process. (c) For All FPPC Forms Uploaded to NetFile's Secure Site: 1. Produces two versions in .pdf format of the FPPC Forms: one version, not accessible by the public, will include all information as filed (non-redacted); the other version, accessible by the public, will have all street addresses and bank account information, if applicable, blocked from view. ( d) or the Public: 1. Allows the public to search and view electronically filed documents (with street addresses and bank account infonnation, if applicable, blocked from view) over the Internet. 11. If a document was not available electronically, NetFile's secure site will notify the searcher that the document is available for viewing in the office of the User Clerk. 2. NetFile's system will, among other things: • Issue an ID number and password for Filers. • Grant different user access and security levels for User staff. • Store and edit general information about Filers. • Store and edit all filings by individual statement periods where applicable. • Generate notification letters telling the filer of the upcoming filing deadline. • Indicate how filings were received. • Track deadlines for filings and amendments and generate letters notifying Filers of delinquencies. • Track delinquencies and generate letters notifying Filers of fines. • Allow the public to search and view the database and complete list of electronic filings (with addresses and bank account inf01mation, if applicable, redacted) via the Internet. • Allow the public to search and view the database and complete electronic filings (without addresses and bank account information redacted) on kiosk provided by the User located in office. • Have sufficient back-up hardware and/or software and/or policies and procedures to ensure that data under the control ofNetFile, relative to this Agreement, is not irretrievably lost or destroyed. 3. NetFile will also: • Provide unlimited support to the User staff by email or phone during NetFile's nonnal working business hours. 4. All intellectual property, including existing source code or additional source code written for the purpose of developing this system for the User, will be the sole property ofNetFile. IfNetFile were to cease operations during the contractual period, NetFile would provide to the User all source code relative to the User's system. D. Performance Standards Performance standards are based upon providing deliverables according to the timeline for perf01mance as determined by Project Manager, and whether the system meets the expected outcome in te1ms of timeliness and functionality. NetFile servers have a guaranteed uptime of 99%. F. Payment Schedule The payment for ongoing services shall be as follows: NetFile will submit an invoice for continuing ongoing services of both the Fo1m 700 and Campaign Systems, in the amount of $3,500 per quarter ongoing starting on the day the contract is signed. If the City prefers an annual invoice, NetFile will submit an invoice in the amount of $14,000 staiiing on the day the contract is signed. This fee amount covers up to approximately 550 Fonn 700 filers and all the Campaign Disclosure filers. If the number of SEI filers exceeds 650, additional fees may be required subject to agreement of both parties. Payment terms are net 30 days from date of invoice. G. Additional Terms Submitted by NetFile -Limitation of Liability The maximum liability to the User by NetFile and its licensors, if any, under this agreement, or arising out of any claim by the User related to NetFile's services, products, equipment or software for direct damages, whether in contract, t01i or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect, incidental, consequential, or special damages related to the use ofNetFile's services, products, equipment or software or NetFile's failure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of whether NetFile or its licensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required pursuant to Exhibit C, the limits of liability to User by NetFile shall not be less than the amount of applicable, valid, and collectible insurance set forth in Exhibit C. -Support -Unlimited e-mail support for User Staff with guaranteed 1 working day turnaround -Unlimited telephone support for User Staff during normal business hours of M-F 9:00 am to 5pm. -E-mail based filer help with guaranteed 3 working day turnaround ~tFile ,~, Tammy McMinn Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Dr. Carlsbad, CA 92008 Dear Tammy: Net File 2707 Aurora Road Mariposa5 CA 95338 Tel (209 742-4100 Fax (209)391-2200 October 15, 2018 Below is an estimate for services for the upcoming contract cycle that runs from September 21, 2018 through September 21, 2023. Services provided by NetFile's hosted solutions are for the following platforms: Campaign Disclosure Paperless Filing Administration system, Filer Application, and Public Viewing Portal/Private Viewing Portal Statement of Economic Interests Paperless Filing Administration system, Filer Application, and Public Viewing Portal/Private Viewing Portal The total cost for both systems per quarter are as follows: Quarter 1: Campaign System: $2,000/qtr; Form 700 System: $1,500/qtr Quarter 2: Campaign System: $2,000/qtr; Form 700 System: $1,500/qtr Quarter 3: Campaign System: $2,000/qtr; Form 700 System: $1,500/qtr Quarter 4: Campaign System: $2,000/qtr; Form 700 System: $1,500/qtr All the above systems are currently up and running with the City. Included in the above is ongoing maintenance, ongoing support, ongoing training, and all upgrades shared by all agencies. If you have any other questions, let me know. Best regards, ~D~ Tom Diebert Vice President, NetFile D\.I l\1\'.'DD,':'YYY i CERTIFICATE OF LIABILITY INSURANCE 3/26/2018 i I THIS CERTIFICA TEIS ISSUED AS A MA TIER OF INFORMATION ONL y AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS ---i CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES I BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR~ED 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 ri Ms to the certificate holder in liet1 . .Q!_!i_!,1Ch endorsement(st___ ________ ! PRODUCER l:~,'N~ AC\ ' I USA': Tl-.JC'!T1Rl~i\1C"'!:' J .. r, ,_.,. .. ..__;,._,,,._ :u. .. .>....l 2\.GENCY INC/ PBS I Y11or-fr irr~x" · i1 ,·, .. 1 , " ;; ~ 1 ' ~ [ -2~~-~-~~-:..'._"_'' __ \_t_5 6_: _fl ) L 4 ~ =·-~··-~~~-~--------~''-'·_·c_. "_"1_(_,_.,_o_0_) __ 4_4_:_~ -_._1,_;_1_, L'_.·~ ___ J 18228116 P: (888) I PO BOX 33015 242-:L.:J.30 F: (888) ·, "i ,) -•J l J. L 1-1-·,1,_D_H,_s_s____ _j 1 :NSuH.rrl(SJ;\f'H)f-UtNr., covnuu-;r ~/i.1e4 ! ~"N' .,.,N7<'T\1TO ~_,'X ! ..J£U .tll ..,_-,._., ..... ~ .,__ 78265 I INSl-Ri--.R A I ----..-------_J I 1NSURED I INSU!tr.H B l it~SL,fffH t .. '" ! 'NSLH:;:Fft P '-···-----7 li NETFIT.E PO BOX 70 -~-1 ?\ r--,-r_-.7\ r .... NF~ CA a~,... O ·, :?: . .t~ •. :~'1...,_J1. .........;.W --__,...) t) .L COVERAGES CERTIFICATE NUMBER: ! lt~SUHf H [ ' I iNS0HLR f I REVISION NUMBER: -----------------------------------------------------------~ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCF I ISTFO BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PEH!OO INDICATED. N01Wl1HSTANDING ANY REQUlf<EMENT, TERM OR CONDITION OF ANY CONlRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED 13Y 'JI-IE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL lHf- lTF<MS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COMMERCIAL GENERAL LIABILITY i---+-~ '7 j CLA:MS MADE \ J OCCJR ' L---· CL!'fL AGGREGATE L l\lsT A?PL!ES P:.:R I·· ,,.. 7 PRO 1···7 i--,.~ --i ~0 L,v y L_ _ __j JECT i ._._ l ,.JI., I PO/f('t'J.IT tl/U~/JJJ/'t 1 fl'j POJ U:TF\P .1.•n•;Jj/J;l'''\ ,~ _ _l o:HER ---·------------------+---+----------;--------+--- AUTOMOBILE LIABILITY i ANYALrTO I ! OWNEC W AtJl OS 0('..LY [ :{ ; H:F(EG I ! 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I I I DESCRIPTION OF OPERATIONS I LOCATIONS J VEHJqfMX)RD 101, Additional Remarks Schedule, may b0 attached if more space is required} Those asual to the Insured's Operations. l ----------········-·-·-·--···- CERTIFICATE HOLDER r··---~ .. --· /CiLy of Carlsbad !Its City Councjl, lofficers I Corru:ni ssj_orie:rs& j ]20() CARLSBAD VILLAGE DR I r•·Aur ST3"~ C_"!'-_ 9'>()"8 \ V£"l-=:-\.,__i _,_ .t-\..U, .,__' U 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 Ou.e2t..r) d°'' C ao77.../Z_,e:~ ""·--·-· . -··-·~~~~~~~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 22~!~cT Mirna Serna State Farm Insurance rA~~•)NJ.t Cv>I; 626-791-9915 I FAX 2525 N. Lake Ave. #2 !A/C Nol: 626-791-9918 i~D~~ss: rnirna@jdiehl.com ~ Altadena, CA 91001 PRODUCER f'IJSTOMER ID#: \ INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: State Farm General Insurance Company 25151 Westcoast Online Informations Systems Inc INSURER B : State Farm Fire and Casualty Company 25143 (dba Netfile) INSURER C: 2707 Aurora Ct. INSURER D: Mariposa, CA 95338-9755 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE •••co ••n•~ POLICY NUMBER !MM/DD/YYYYl IMM/DD/YYYY\ LIMITS A GENERAL LIABILITY 92-XV-7702-4 03/01/2018 03/01/2019 EACH OCCURRENCE $ 1,000,000 -DAMA<.,E I U KENTcu X COMMERCIAL GENERAL LIABILITY 0 0 PREMISES IEa occurrence\ $ 300,000 -D CLAIMS-MADE [8] 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 x7 n PRO-POLICY JECT nLOC $ 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 s - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE s -EXCESS LIAB CLAIMS-MADE • • AGGREGATE $ DEDUCTIBLE s - RETENTION $ $ WORKERS COMPENSATION 92-C7-U896-1 03/01/2018 03/01/2019 I WC STATU-IX jOTH-B AND EMPLOYERS' LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE [!] 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Y N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, descnbe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 CDCC-.161 h•'••• B TECHNOOLGY ERRORS & OMISSIONS 0 0 342006 02/11/2018 02/11/2019 $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 DAE, STATE FARM WILL TRY TO MAIL A WRITTEN NOTICE TO THE CERTIFICATE HOLDER 30 DAYS BEFORE CANCELLATION. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ITS CITY COUNCIL, COMMISSIONERS, & OFFICERS EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 AUTHORIZED REPRESENTATIVE I ~~~~ KIMBERLY CASTIL 10/26/2018 © 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 Policy No. 92-XV-7702-4 CMP-4786.1 Page 1 of 2 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 Policy Number: 92-XV-7702-4 Named Insured: NETFILE INC PO BOX 70 AHWAHNEE CA 93601-0070 SCHEDULE Name And Address Of Additional Insured Person Or Organization: CITY OF CARLSBAD ITS CITY COUNCIL, COMMISSIONERS, & OFFICERS 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 1. SECTION II -WHO IS AN INSURED of SECTION II -LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertis- ing injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b. Products -Completed Operations "Your work" performed for that additional insured and included in the "products- completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- 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 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II -LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II -GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and CMP-4786.1 CMP-4786.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit" to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II - LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II -LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II - COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1007033 148011 08-21-2014 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Policy No. 92-C7-U896-1 CMP-4786.1 Page 1 of 2 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 Policy Number: 92-C7-U896-1 Named Insured: NETFILE INC PO BOX 70 AHWAHNEE CA 93601-0070 SCHEDULE Name And Address Of Additional Insured Person Or Organization: CITY OF CARLSBAD ITS CITY COUNCIL, COMMISSIONERS, & OFFICERS 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 1. SECTION II -WHO IS AN INSURED of SECTION II -LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertis- ing injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b. Products -Completed Operations "Your work" performed for that additional insured and included in the "products- completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- 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 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II -LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II -GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and CMP-4786.1 CMP-4786.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit" to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II - LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II -LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II - COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1007033 148011 08-21-2014 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission.