Loading...
HomeMy WebLinkAboutElectronic Filing Systems - eFile Service Agreement - 2025 11111111 ELECTRONIC FILING pc SERVICE AGREEMENT SYSTEMS .111 https://efile.systems ►ASAntNAttrxSllrIN,t,RtRP Pasadena Consulting Group LLC dba Electronic Filing Systems 1879 E Woodlyn Rd,Pasadena,CA 91104 626-240-5169•info4efile.systems Agency Agency Name AP Agency Name City of National City Same as above Address AP Address 1243 National City Blvd City State ZIP AP City AP Stare AP ZIP National City CA 91950 Primary Contact PHONE AP Contact AP Phone Shelly Chapel, City Clerk 619-336-4225 EMAIL AP EMAIL schapeI nationalcityca.gov .ervices and Cost This service agreement encompasses (1)this cover page, (2)the February 13,2025 Proposal,and (3) EFS's Service Agreement Terms and Conditions.The electronic filing services to be provided by EFS are described in detail in (2). Agreement Start and Term:July 1,2025-June 30, 2028. Billing:annually up-front, NET 30; payment due at the start of the annual performance period. EFS will bill once the FPPC certifies the system. Cost Email,web, SS0 integration (one time) 5600 Year 2 total cost: 54,500 Form 700 Er Campaign Modules (annual) 54,500 Year 3 total cost: 54,750 Year 1 total cost 55,100 uthorization Agency agrees to pay Pasadena Consulting Group LLC dba Electronic Filing System in accordance with the terms and conditions of this agreement.The agreement term is starting on the date identified above.Agency acknowledges receipt and agrees to the terms and conditions of this agreement.The agreement does not take effect until signed by both parties. Agency City of National City Pasadena Consulting Group LLC dba Electronic Filing Systems Authorized Signature Authorized Signature Name(print) Name(print Scott W. Huth Christian D.Ott Title Tale Interim City Manager Managing Member Date Date 06/30/2025 Service Agreement Terms and Conditions 1.This Agreement provides to Agency the hosted electronic filing and administration system"eFile"developed and maintained by Electronic Filing Systems(EFS)and hosted in the Amazon Web Services(AWS)cloud.The system permits filers authorized by Agency to electronically file public disclosures as required by Agency and/or the California Fair Political Practices Commission(FPPC).The availability of forms for electronic filing is subject to Agency's choice of eFile modules.eFile comes with public access and search functionality that automatically displays filings in redacted form. eFile's Form 700 module meets the requirements of AB 2062(2012)for paperless filing in CA.eFile's Campaign module meets the requirements of AB 2452(2012)for paperless filing in CA.All eFile modules allow for paper filed documents to be uploaded and stored as unredacted and redacted copies (redaction by Agency),with the redacted copy being available to the public.eFile is covered by EFS's unlimited support and training policy. 2.The FPPC requires certification of any new Form 700 electronic filing system deployed by an agency.EFS will work with Agency and FPPC to promptly obtain certification and re-certify in five-year intervals.EFS will pay the$1,000 FPPC certification fee directly and will be reimbursed by Agency. 3.It is the responsibility of EFS to securely store Agency data and maintain backups following industry best practices.All data created by Agency or Agency's filers is the property of the Agency.The eFile system and all its modules,including their source code,are the property of EFS.It is the responsibility of EFS to provide secure and safe system access for Agency and Agency's filers following industry best practices. EFS guarantees 99.9% monthly availability of eFile to Agency,Agency filers,and the public.Any planned maintenance will be communicated at least two business days in advance of the maintenance occurring. 4.EFS 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 party based on an alleged violation of such third party rights by EFS. 5.EFS warrants that(i)it holds and will maintain an AICPA SOC 2 Type II certification for the duration of this Agreement,(ii)its AWS cloud services will be free from malware,malicious code,or any other software designed to disrupt,damage,or compromise the integrity,security,or functionality of computer systems,and(iii)it will not interfere with or disrupt Agency or its filers'access to or use of the system.EFS shall implement and maintain commercially reasonable security measures to prevent the introduction of malicious code into the services provided under this Agreement.In the event EFS discovers or reasonably suspects the presence of any malicious code,it shall promptly notify Agency and take all necessary steps to investigate, mitigate,and remediate the issue. 6.Subject to the limitations set forth in Section 7 below,EFS agrees to indemnify,protect,defend,and hold harmless Agency,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 EFS's negligent,reckless,or wrongful acts,errors,or omissions with respect to or in any way connected with the performance of the Services by EFS,its agents,subcontractors and/or assigns under this Service Agreement. 7.The maximum liability to the Agency by EFS and its licensors,if any,under this Service Agreement,or arising out of any claim by the Agency related to EFS'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 EFS from the Agency hereunder up to the time the cause of action giving rise to such liability occurred.In no event shall EFS or its licensors be liable to the Agency for any indirect,incidental,consequential,or special damages related to the use of EFS's services, products,equipment,or software or EFS's failure to perform its obligations under this agreement,even if advised of the possibility of such damages, regardless of whether EFS 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 Agency by EFS 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,EFS shall purchase and maintain in full force and effect,at no cost to Agency,insurance policies with respect to employees assigned to the performances 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;Worker's Compensation Insurance of $1,000,000 policy limit illness/injury by disease,and$1,000,000 for each accident/bodily injury. 9.Agency permits EFS to list Agency's name in its directory of customers and on marketing materials,including,but not limited to EFS's website.With the exception of the aforementioned,EFS and its employees,agents,and representatives will not,without the prior written consent of Agency in each instance,use any trademark,service mark,symbol,or any abbreviation,agreement,or simulation thereof owned by Agency,nor represent,directly or indirectly,that any product or service provided by EFS has been approved or endorsed by Agency. 10.Either Agency or EFS 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 Party receives such notice.After either Party terminates the Agreement,EFS shall discontinue further services as of the effective date of termination, and Agency shall pay EFS for all services performed up to such date.Upon termination,EFS will provide a copy of all data created by the Agency within 20 business days of the effective termination date. 11.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.