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HomeMy WebLinkAboutP-25-398 NetFile.pdf 1-0 County of Fresno GENERAL SERVICES DEPARTMENT Facilities• Fleet• Purchasing •Security O� 1$5 O ORES PROCUREMENT AGREEMENT Agreement Number P-25-398 August 11, 2025 NetFile PO Box 27320 Fresno, CA 93729 The County of Fresno (County) hereby contracts with NetFile (Contractor)to provide Form 700 e-Filing & Admin System in accordance with the text of this agreement and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective September 1, 2025 and shall remain in effect through August 31, 2028. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Board of Supervisors under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Forty-Five Thousand dollars ($45,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. Purchasing Services/333 W Pontiac Way/Clovis, California 93612/ (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-25-398 Page 2 NetFile August 11, 2025 INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began P-25-398 NetFile PROCUREMENT AGREEMENT NUMBER: P-25-398 Page 3 NetFile August 11, 2025 under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relatinq to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno at khancock(a)fresnocountyca.gov and ClerkBOS(a)fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations P-25-398 NetFile PROCUREMENT AGREEMENT NUMBER: P-25-398 Page 4 NetFile August 11, 2025 in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A")and (2)Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. P-25-398 NetFile PROCUREMENT AGREEMENT NUMBER: P-25-398 Page 5 NetFile August 11, 2025 Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at 559-600-7115 or heastevens(aD_fresnocountyca.gov. FOR THE COUNTY OF FRESNO ligitally signed Riley Blckur Riley Blackburn Date:2025.08.14y 9:23:06a0T00n Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-25-398 NetFile PROCUREMENT AGREEMENT NUMBER: P-25-398 Page 6 NetFile August 11, 2025 CONTRACTOR TO COMPLETE: Company: NetFile, Inc. Type of Entity: ❑ Individual Q Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■❑ Corporation ❑ General Partnership 2707 Aurora Rd Mariposa CA 95338 Address City State Zip (209) 742-4100 (209) 391-2200 admin@netfile.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name &Title: Tom Diebert, Print Name &Title: VP Tom Diebert CFO Digitally signed by Tom �}Digitally signed by Tom Tom Diebert Da Tom Dlebel L Diebert Date:2025.08.12 08:12:28 Date:2025.08.12 Signature: -07.00, Signature: 08:13:05-07'00' ACCOUNTING USE ONLY ORG No.: 01100200 Account No.: 7295 Requisition No.: 1102600003 (7/2024) P-25-398 NetFile P-25-398 ATTACHMENT A 2707-A Aurora Ct SERVICE AGREEMENT eaetFile Mariposa,CA 95338 QUOTE Phone (209)742-4100 USER NAME USER NAME-BILL TO County of Fresno SAME ADDRESS ADDRESS 2281 Tulare St., Room 301 CITY I STATE ZIP CITY STATE ZIP Fresno CA 93721 • PRIMARVCONTACT PHONEA AP CONTACT PO Kelley Hancock (559) 600-1604 EMAIL FAX AP EMAIL AP PHON E k khancock@fresnocountyca.gov System Cost per System Form 700 E-Filing&Admin System (850 filers) I Service date: 9/1/25—8/31/26 $8,500/year* I 9/1/26—8/31/27 $8,500/year* I 9/1/27—8/31/28 $8,500/year* I 9/1/28—8/31/29 $8,500/year* I 9/1/29—8/31/30 $8,500/year* I *Any additional filers above 850 per year will be invoiced the Ifollowing year at a rate of$10/filer per year IFeatures of NetFile Systems • I-Hosted platform provided by NetFile -Kiosk mode to view unredacted filings in User's office I-24/7/365 access for filers and public to use -Unlimited support and training to User I-Admin application to manage filers and filings -E-mail based support to filers I-Filer application for filers to create and file filings -Includes Ethics training certificate tracking -Public viewing portal - Includes Anti-Harassment training certificate tracking - NetFile pays initial $1,000 FPPC application fee - Includes Comms platform to automate communications USER AGREES TO PAY NETFILE FOR SERVICES IDENTIFIED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. AGREEMENT TERM ISSTARTINGONTHEDATEIDENTIFIEDABOVE.YOU ACKNOWLEDGE RECEIPT AND AGREE TO THE TERMS AND CON DITIONSOF THIS AG RE E MEN TAN D ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES. COMPANY • NetFile, Inc. AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE • PRINTNAME PRINTNAME Tom Diebert IIILh TITLE Vice President DAI h DATE 8/6/2025 P-25-398 ATTACHMENT A Service Agreement Terms and Conditions 1.This Agreement provides to User a hosted electronic filing and administration system developed and maintained by NetFile. If the user agrees to pay for all systems,the system permits people authorized by User to electronically file their respective FPPC forms,take their required AB1234 Ethics training,take their required Brown Act training,and/or apply for a Board,Commission,or Committee.The FPPC forms that are electronically filed are dependent upon which system(s)that User agrees to pay for. If the User agrees to pay for the Form 700 E-Filing System,their filers will be able to create and electronically file FPPC Form 700 statements. If the User agrees to pay for the Campaign E-Filing System,their filers will be able to create and electronically file their Campaign Statements. If the User agrees to pay for the AB1234 Ethics Training system and/or Brown Act Training System,their people will be able to take their required AB1234 Ethics and/or Brown Act Training. If the User agrees to pay for the Boards,Commissions,&Committees system,the User can utilize NetFile's automated management system for the Users Boards, Commissions,and Committees. All systems are covered by NetFile's unlimited support and training policy. All NetFile systems come with a public viewing portal that automatically displays FPPC filings online in redacted form and if applicable view all the User's Boards,Commissions,and Committees. The Form 700 E-filing system meets the requirements of AB 2062 for paperless filing in CA. The Campaign E-Filing system meets the requirements ofAB2452 for paperless filing in CA. The Campaign and Form 700 systems allow for paper filed documents to be stored as an unredacted document and uploaded(when redacted by User)to view on the public portal. NetFile pays for User's initial$1,000 FPPC Form 700 application fee. 2.It is the responsibility of NetFile to securely store User data and maintain backups using industry best practices. All data created by User or User's filers is the property ofthe User. All applications and their source code are the property of NetFile. It is the responsibility of NetFile to provide secure and safe system access for both User and the User's filers using industry best practices. NetFile's systems are guaranteed to have 99%uptime. Any planned maintenance of NetFile systems will be communicated at least a week in advance of the maintenance occurring. 3.NetFile warrants and represents that it is the owner of or has acquired the rights to use(including derivative rights)the software,technology or otherwise that is required to provide all related materials and services set forth in this Service Agreement,without violating any rights of any third party,and there is currently no actual or threatened suit by any such third parry based on an alleged violation of such third-parry rights by NetFile. 4. NetFile further warrants that(i)the NetFile servers will be free of any Harmful Code(as defined below),and(ii)NetFile will not interfere with or disrupt User or the User's filers use of the System. The term"Harmful Code"means any software code with the ability to damage,interfere with,or adversely affect computer programs,data files,or hardware without the consent or intent of the computer user. This definition includes,but is not limited to,self-replacing and self-propagating programming instructions commonly called"viruses,""Trojan horses"and "worms." NetFile agrees to implement reasonable procedures adequate to prevent any software,link or code provided to User hereunder from being contaminated with Harmful Code. If NetFile learns of or suspects the existence of any Harmful Code,NetFile will immediately notify User and make every effort to remove the Harmful Code. 5. NetFile shall not discriminate on the basis of race,gender,religion,national origin,ethnicity,sexual orientation,age or disability in the solicitation,selection,hiring,ortreatment of subcontractors,vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFile understands and agrees that violation of this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination. 6. Subject to the limitations set forth in Section 7 below,NetFile agrees to indemnify,protect,defend,and hold harmless the User,and its employees and filers from and against any claim, injury,liability,loss,cost,and/or expense or damage,including all costs and reasonable attorney's fees in providing a defense to any claim,arising from NetFile's negligent,reckless or wrongful acts,errors,or omissions with respect to or in any way connected with the performance of the Services by NetFile,its agents,subcontractors and/or assigns under this Service Agreement. 7. The maximum liability to the User by NetFile and its licensors,if any,under this Service Agreement,or arising out of any claim by the User related to NetFile's services,products,equipment or software for direct damages,whether in contract,tort or otherwise,shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect,incidental,consequential,or special damages related to the use of NetFile's services,products,equipment or software or NetFile's failure to perform its obligations under this agreement,even if advised of the possibility of such damages,regardless of whether NetFile or its licensors are negligent. Provided,however,that for any peril or exposure insured against under the insurance required,the limits of liability to the User by NetFile shall not be less than the amount of applicable,valid,and collectible insurance set forth in this Agreement. 8. During the term of this Service Agreement,NetFile shall purchase and maintain in full force and effect,at no cost to User insurance policies with respect to employees assigned to the performance of services under this Service Agreement with coverage amounts as follows: Commercial General Liability Insurance of$2,000,000 each occurrence,$4,000,000 general aggregate, $1,000,000 personal injury;Umbrella Liability Insurance$2,000,000/$2,000,000;Technology Errors&Omissions Insurance$2,000,000/$2,000,000;Cyber Liability Insurance$2,000,000/$2,000,000; Workers'Compensation Insurance of($1,000,000)policy limit Illness/Injury by disease,and($1,000,000)for each Accident/Bodily Injury. 9. NetFile and its employees,agents and representatives will not,without the prior written consent of User in each instance,use in advertising,publicity or otherwise the name of User or any affiliate of User,or any officer or employee of User,nor any trade name,trademark,trade device,service mark,symbol or any abbreviation,agreement or simulation thereof owned by User or its affiliates,nor represent,directly or indirectly,that any product or service provided by NetFile has been approved or endorsed by User,nor refer to the existence of this Service Agreement in press releases,advertising or materials distributed to prospective customers.Notwithstanding the foregoing,NetFile may acknowledge,when asked,that the User is a NetFile client. 10. Either User or NetFile may terminate this Service Agreement without cause by giving the other Party written notice("Notice of Termination")which clearly expresses that Party's intent to terminate the Agreement.Notice of Termination shall become effective no less than thirty(30)calendar days after a Parry receives such notice.After either Parry terminates the Agreement, NetFile shall discontinue further services as of the effective date of termination,and User shall pay NetFile for all Services satisfactorily performed up to such date. Upon termination,NetFile will provide a copy of all data created by User within 10 working days of effective termination date. 11. User accepts any and all liability resulting from the placement of documents scanned by the User that are made available on the Internet for public viewing through the services of NetFile. In no event does NetFile accept liability created by any document scanned into the system by the User. 12. Except as otherwise indicated herein,this Agreement will commence on the start date and remain in effect throughout the Term as stated on the signature page. Upon expiration,this Agreement will automatically renew on a quarterly or annual basis unless User provides NetFile with written notice of its intent to cancel.Any extension will be billed in the same manner as set forth herein. 13. This Agreement shall be governed in accordance with the laws of the State of California,and the Parties submit to the jurisdiction of said state.This Agreement contains the entire agreement and understanding of the parties with respect to Service,Maintenance and Support.There are no representations,inducements,promises or agreements,oral or otherwise,not embodied herein or also embodied in any attached agreement.Any and all prior discussions,negotiations,commitments and understandings relating to Service,Maintenance or Support are merged herein.