CONTRACTOR AND PROFESSI NAL SERVICES AGREEMENT
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This Contractor and Professional Serv,c s Agreement ("Agreement") is made at East Palo Alto, California, dated for re(e nee this sixteenth day of March, 2021, by and between the City of East Palo /Al o, a municipal corporation ("City"), and Kevin W. Harper CAP & Associates, a 1s le proprietorship, hereinafter referred to as "Contractor'', who agree as follows: I
1. Services. Subject to the terms a d conditions set forth in this Agreement, Contractor shall provide the City prof~s ional services as specified in Exhibit A, entitled "Scope of Work.'1
2. Payment. City shall pay ContrJct r for services rendered pursuant to this Agreement at the times and in the i anner set forth in Exhibit B, entitled "Compensation." The payments speci~e in Exhibit B shall be the only payments to be made to Contractor for services r~n ered pursuant to this Agreement. I
3. Term. The term of this Agreemb t shall commence on April 15, 2021 and shall continue in full force and effect u1til December 31, 2021. !
4. Facilities and Equipment. Cont ctor shall, at its soJe cost and expense, · · ·. · . " furnish all :facilities and equipment whiph may be requfred for· furnisbing services pursuant to this Agreement. ,
5. Indemnification. Contractor ~h II indemnify, defend (with independent counsel approved by the City), and hol harmless the City, its officers, officials, directors, employees, agents, volunt~er and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney's fees, Contractor's fees expert fees, losses or liability, in law or in equity, of every kind and nature lAth tsoever arising out of or in connection with the negligence, recklessness, or ~i lful misconduct of Contractor, or any its subcontractors, to be performed un9e this Agreement, for the fullest extent permitted by law, with the exception f the sole active negligence or willful misconduct of the City. I
The provisions of this section shall sµ ive the expiration or termination of this Agreement and are not limited by ary provisions relating to insurance in this Agreement.
6. Insurance Requirements. Cbn ractor agrees to comply with all of the Insurance Requirements set forth in Ex ibit C, entitled "Insurance Requirements I for Contractor." Failure to maintain required insurance at all times shall constitute a default and material breadh.
Contractor and Professional Services Agreemen I Page 1 of 9 (Rev. 10-11-18)
7. Accident Reports. Contractor shall immediately report (as soon as feasible, but not more than 24 hours) 1to the City Risk Manager any accident or other occurrence causing injury to perso s or property during the performance of this Agreement. ; The report shall be[1 ade in writing and shall include, at a minimum: (a) the names, addresses, a d telephone numbers of the persons involved, (b) the names, addresses: a d telephone numbers of any known witnesses, (c) the date, time and descrlpt on of the accident or other occurrence.
8. Conflict of Interest. Contract9r arrants and represents that to the best of its knowledge, there exists no actua:I r potential conflict between Contractor's family, business, real property or firya cial interests and the services to be provided under this Agreement. Con~r ctor shall comply with the City of East Palo Alto Conflict of Interest Code and ot enter into any contract or agreement during the performance of this Agreertle t which will create a conflict of interest with its duties to City under this Agr ement. In the event of a change in Contractor's family, business, real prd,p rty or financial interests occurs during the term of this Agreement that creates n actual or potential conflict of interest, then Contractor shall disclose such cotfli t in writing to City.
9. Independent Contractor. C1o tractor is an independent contractor.
Neither . Co_ntractor, nor any of Con~r ctor's officers, employees, agents or . subcontractors,'-:if any, is an employee of City· by virtue• of. this ,Agreement or performance of any services pursuant o this Agreement. City shall have the right to control Contractor only insof~r as the results of Contractor's services rendered pursuant to this Agreement;! h wever, City shall not have the right to control the means by which Contractor accomplishes services pursuant to this Agreement. I
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10. Licenses, Permits, Etc. Contfa tor represents and warrants to City that all Contractor services shall be provided by a person or persons duly licensed by the State of California to provide the typ of services to be performed under this Agreement and that Contractor has a,I he permits, qualifications and approvals of whatsoever nature which are legall required for Contractor to practice its profession. Contractor represents arid arrants to City that it shall, at its sole cost and expense, keep in effect at aill imes during the term of this Agreement any licenses, permits, and approvals W ich are legally required for Contractor to practice its profession. ,
11. Business License. ContractJ. and its subcontractors, has obtained or agrees to apply prior to performing a?y services under this Agreement to City's Finance Department for a business liGe se, pay the applicable business license tax and maintain said business licen~e uring the term of this Agreement. The failure to obtain such license shall be material breach of this Agreement and grounds for termination by City. No pa ments shall be made to Contractor until I Contractor and Professional Services Agreem;en
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(Rev. 10-11-18)
such business license(s) has been obt~in d. I
12. Standard of Performance. i C ntractor shall provide products and perform all services required pursuant o this Agreement in accordance with generally accepted professional practi es and principles and in a manner consistent with the level of care and kill ordinarily exercised under similar conditions by a member of Contract r's profession currently practicing in California. l
Contractor is responsible for making a I i dependent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local] I ws and regulations, and all other contingencies or considerations.
Contractor's responsibilities under this se tion shall not be delegated. Contractor shall be responsible to City for aclb, errors, or omissions of Contractor's subcontractors.
Contractor is responsible for making a I i dependent evaluation and judgment of all conditions affecting performance of th work and shall prepare plans, reports, and/or other work products in such a w~y that additional costs will not be incurred or, beyond a project budget approved J: r mended by the City Manager or his or . :~:::~:~~:~ sco;e of work require r perm;ts review, approval, con~itional: .. ·, approval or disapproval by City, it isj u derstood that such review, approval, conditional approval or disapproval is sol ly for the purposes of administering this Agreement and determining whether th Contractor is entitled to payment for such work, and not be construed as a ~a ver of any breach or acceptance by the City of any responsibility, professional Io otherwise, for the work, and shall not relieve the Contractor of responsibili for complying with the standard of performance or laws, regulations, itld stry standards, or from liability for damages caused by negligent acts, j rrors, omissions, noncompliance with industry standards, or the willful miscond ct of Contractor.
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13. Force Majeure. Neither party hall be considered in default of this Agreement to the extent performances ar prevented or delayed by any cause by I circumstances beyond either party's Ir asonable control, such as war, riots, strikes, lockouts, work slow down or st ppage, acts of God, such as floods or earthquakes, and electrical blackouts or rownouts.
In the event that the Contractor is ~ able to meet the completion date or schedule of services, Contractor shall nform the City Representative of the additional time required to perform th¢ ork and the City Representative may adjust the schedule.
Contractor and Professional Services Agreement Page 3 of 9 (Rev. 10-11-18)
14. Time is of the Essence. Time lis of the essence in this Agreement. Any reference to days means calendar days, nless otherwise specifically stated.
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15. Personnel. Contractor agrees to assign only competent personnel according to the reasonable and custovi ry standards of training and experience in the relevant field to perform service~ nder this Agreement. Failure to assign such competent personnel shall cons itute grounds for termination of this Agreement. [
The payment made to Contractor purs~a t to this Agreement shall be the full and complete compensation to which I ontractor and Contractor's officers, employees, agents, and subcontractors re entitled for performance of any work under this Agreement. Neither Contraft r nor Contractor's officers or employees are entitled to any salary or wages, or etirement, health, leave or other fringe benefits applicable to employees of th~ ity. The City will not make any federal or state tax withholdings on behalf of ~ ntractor. The City shall not be required to pay any workers' compensation insuira ce on behalf of Contractor.
Contractor shall pay, when and as due, ny and all taxes incurred as a result of Contractor's compensation hereund~r, including estimated taxes, and shall provide City with proof of such payments upon request.
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16. Prevailing Wages for Public Wo ks Projects. For public work~ ·project~, Contractor shall comply with all prbv sions of California laws dealing with prevailing wages, apprentices, and ho1~r of work. Contractor shall also comply with provisions of Labor Code section 1720 as applicable. Contractor shall maintain certified payroll records evidencing such payment of prevailing wages as required by law. [
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17. Contractor Not Agent. Excep' a authorized under this Agreement or as City may authorize in a letter of authori tion signed by the City Manager or his or her designee, Contractor shall have o authority, express or implied to act on behalf of City in any capacity whatsoe~e as an agent. Contractor shall have no authority, express or implied, under this greement, to bind City to any obligation whatsoever. I
18. Termination or Abandonment y City. The City has the right, at any time and in its sole discretion, to imnie iately terminate or abandon any portion or all of the services to be provided /u der this Agreement by giving notice to Contractor. Upon receipt of a notice 9f ermination, Contractor shall perform no further work except as specified in t~e notice. Before the date of termination, Contractor shall deliver to City all wor~ roduct, whether completed or not, as of the date of termination and not otherwls previously delivered.
Contractor and Professional Services Agreem~n Page4 of9 (Rev. 10-11-18)
The City shall pay Contractor for servi es performed in accordance with this Agreement before the date of termination If this contract provides for payment of a lump sum for all services or by task .a d termination occurs before completion of the work or any defined task which ccording to the performance schedule was commenced before the notice of t~r ination, the fee for services performed shall be based on an amount mutuall~ a reed to by City and Contractor for the portion of work completed in conformanc with this Agreement before the date of termination. In addition, the City J,m reimburse Contractor for authorized expenses incurred and not previously jei bursed. The City shall not be liable for any fees or costs associated for the ttf ination or abandonment except for the fees, and reimbursement of authorize expenses, payable pursuant to this section. I
19. Products of Consulting ServiJe . The work product, including without limitation, all writings, work sheets, repo s, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Contractor resulting from services re~d red pursuant to this Agreement, shall become the property of City. Contracto agrees that all copyrights which arise from creation of the work under this ~gr ement shall be vested in the City and waives and relinquishes all claims to ctjp right or other intellectual property rights in favor of the City. City acknowledge~ t at its use of the work product is limited to the purposes contemplated by the s ope of work and that the Contractor makes.· no. representation of the suit bi ity of the work product for use in or application to circumstances not conte[p ated by the scope of work.
Documents submitted to the City ip electronic format shall be formatted according to specifications provided by t e City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint I r other Microsoft Office format as appropriate for the particular workj reduct or, if directed by the City Representative in Adobe Acrobat PDF fo at.
20. Cooperation by City. City I hall, to the extent reasonable and practicable, assist and cooperate lit Contractor in the performance of Contractor's services hereunder.
21. Assignment and Subcontrac i g. Contractor shall not subcontract, assign or transfer voluntarily or involunta ily any of its rights, duties or obligation under this Agreement without the exprf-1 s written consent of the City Manager or his or her designee in each instance. n attempted or purported assignment of any right, duty or obligation under this A reement without said consent shall be void and of no effect. I
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If subcontracting of work is permitted, Contractor shall pay its subcontractor within ten (10) days of receipt of pay ent by City for work performed by a subcontractor and billed by the ContraGt r. Use of the term subcontractor in any I Contractor and Professional Services Agreem~nt Page 5 of 9 (Rev. 10-11-18)
other provision of this contract shall not be construed to imply authorization for Contractor to use subcontractors for p rformance of any service under this Agreement. .
The City is an intended beneficiary lo any work performed by Contractor's subcontractor for purposes of establi hing a duty of care between the subcontractor and City.
22. Successors and Assigns. Allj t rms, conditions, and provisions of this Agreement shall apply to and bin the respective heirs, executors, administrators, successors, and assign~ f the parties. Nothing in this section is intended to affect the limitation on assign ent.
23. Non-Discrimination/Fair Emplty ent Practices.
Contractor shall comply with all applicapl federal, state and local laws, rules and regulations in regard to nondiscriminati n and non-harassment in employment because of race, color, ancestry, natiorial origin, religion, sex, marital status, age, sexual orientation, medical condition or
1 hysical handicap. Contractor agrees to
abide by the City's Policy Against Disc i ination, Harassment and Retaliation as set out in attached Exhibit D. :
24. Official Notices. All notices Io instruments required to be given or. delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by perso~a service or delivered by depositing the same in any United States Post Offic , registered or certified mail, postage prepaid, addressed to: 1
If to City: renda Olwin
inance Director
inance Department
415 University Avenue
ast Palo Alto, CA 94303
If to Contractor: evin Harper
anaging Partner
evin W. Harper CPA & Associates
0885 Redwood Rd, #202
I astro Valley, CA 94546
Any party may change its address for ~e eiving notices by giving written notice of such change to the other party in acco~d nee with this section.
Routine administrative communications hall be made pursuant to section 1 of Exhibit A. I
Contractor and Professional Services Agreement Page 6 of 9 (Rev. 10-11-18)
25. Integration Clause. This Agre~ ent, including all Exhibits, contains the entire agreement between the parties I a d supersedes whatever oral or written understanding they may have had prior· t the execution of this Agreement. This Agreement shall not be amended or m dified except by a written agreement executed by each of the parties hereto.
26. Severability Clause. Should ~n provision of this Agreement ever be deemed to be legally void or unenforcea le, all remaining provisions shall survive and be enforceable. I
27. Law Governing. This Agreemen shall in all respects be governed by the law of the State of California without rJg rd to its conflicts of law rules. Litigation arising out of or connected with this Ag~e ment shall be instituted and maintained in the courts of San Mateo County iT he State of California or in the United States District Court, Northern District of California, San Francisco/Oakland I Division, California, and the parties con ent to jurisdiction over their person and over the subject matter of any such I Ht gation in such courts, and consent to service of process issued by such courts
28. Waiver. Waiver by either p~rt of any default, breach or condition precedent shall not be construed as la waiver of any other default, breach or condition precedent or any other right he eunder.
29. Ambiguity. The parties acknoll dge that this is a negotiated agreement, that they have had the opportunity t? ave this Agreement reviewed by their respective legal counsel, and that the ~er s and conditions of this Agreement are not to be construed against any party o the basis of such party's draftsmanship thereof. [
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30. Gender. All pronouns and an~f riations thereof shall be deemed to refer to the masculine, feminine, neutral, si~g lar or plural, as the identifications of the person or persons, firm or firms, corpora ion or corporations may require. I
31. Headings. The section heJdi gs contained in this Agreement are inserted for convenience only and stial not affect in any way the meaning or interpretation of this Agreement. I
32. Compliance with Laws. Co tractor will comply with all statutes, regulations and ordinances in the / p rformance of all services under this Agreement.
33. Confidentiality. Contractor lh II treat all records and work product prepared or maintained by Contractot i the performance of this Agreement as confidential and shall not at any time, tit er directly or indirectly, divulge, disclose Contractor and Professional Services Agreemjn
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(Rev. 10-11-18)
or communicate in any manner any City r cords on information to any third party, other than its own employees, agents or ubcontractors who have a need for the City records or information for the perter ance of services under this Agreement.
A violation by Contractor of this sectio shall be a material violation of this Agreement and will justify legal and/or Jq itable relief.
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Contractor agrees and acknowledges 'h t this confidentiality provision does not limit the City's disclosure as require~ y law, pursuant to a subpoena, the California Public Records Act, or Order ]of the Court.
34. News and Information Release. Contractor agrees that it will not issue any news releases in connection with ~it er the award of this Agreement, or any subsequent amendment of or efforts un1ld r this Agreement, without first obtaining review and approval of said news r leases from City through the City Representative. !
35. Counterparts. The parties may xecute this Agreement in one or more counterparts, each of which shall be dee ed an original, but all of which together shall be deemed one and the same instru ent. I
36. Authority. The person signin~ his Agreement for Contractor hereby represents and warrants that he/she is · ul y authorized to sign this Agreement on behalf of Contractor.
37. Exhibits. The following exhibi s are attached hereto and incorporated herein by reference:
Exhibit A, entitled "Scope of Work," includ ng any attachments.
Exhibit B, entitled "Compensation," inclJdi g any attachments.
Exhibit C, entitled "Insurance Requirem~n s," including any attachments.
Exhibit D, entitled "Policy Against Discritni ation, Harassment and Retaliation" I Contractor and Professional Services Agreement Page 8 of 9 (Rev. 10-11-18)
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
KEVIN HARPER CPA & ASSOCIATES
a sole proprietorship
By i<ll-u'M
Kevin Harper
~ ~
Managing Partner
East Palo Alto Business License No.
Contractor and Professional Services Agreeme 1t
CITY OF EAST PALO AL TO,
:~o:: J'eM. Fontes ~ ity Manager
DATE _ ,,__,21L..___-7-/2.~ ~-- 1
APPROVED AS TO CONTENT:
t_ L d--_:__ t
!fenda Olwin
Finance Director
(Rev. 10-11-1 8)
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EXHI I
SCOPE !O WORK
1. Representatives.
City Representative:
Brenda Olwin
Finance Director
Finance Department
2415 University Avenue
East Palo Alto, CA 94303
650-853-3122
650-853-3115 I
Contractor's Representative:
Kevin Harper
Managing Partner
Kevin W. Harper CPA & Associates
0885 Redwood Rd, #202
Castro Valley, CA 94546
510-593-5037
All routine administrative com I u ications between the parties will be between the above named represent'rti es and may be by personal delivery, mail, facsimile transmission or electron.ic mail as agreed between the Contractor Representative and City's Representativ
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2. Services and Schedule.
The services provided shall be as set fort in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this ~re erence and performed according to the schedule set forth therein. Contractor wil complete all services by December 31, I 2021. I
3. Phased Performance.
If the schedule calls for the services t be performed in phases or discrete increments, Contractor shall not procee from one phase or increment to the next without written authorization from th City's Representative.
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4. Additional Services. Additional s rvices are those services related to the scope of Services of Contractor as set ~o h in Exhibit A but not anticipated at the time of execution of this Agreement("~ ditional Services"). Additional Services shall be provided only when authorized b an amendment to this Agreement and approved by the City Manager, or his or er designee. City reserves the right to perform any Additional Services with itJ n staff or to retain other Contractors to perform said Additional Services. Any! c sts incurred due to the performance of Additional Services prior to the eTc tion of an amendment will not be Contractor and Professional Services Agreement Page 1 of 4 Exhibit A : (Rev. 10-11-18)
reimbursed under this Agreement or ~n amendment.
Contractor's compensation for Additiona Services shall be based on the total number of hours spent on Additional ervices multiplied by the employees' appropriate billable hourly rate as esta lished below. City, at its option, may negotiate a fixed fee for some or all IA ditional Services as the need arises.
Where a fixed fee for Additional Serv~c s is established by mutual agreement between City and Contractor, compensa ion to Contractor shall not exceed the fixed fee amount. I
5. Key Personnel. All of the indi'(id als identified below are necessary for the successful prosecution of the se7i es due to their unique expertise and depth and breadth of experience. Ther shall be no change in the personnel listed below, without written approval! f the City Representative. Contractor recognizes that the composition of t~is team was instrumental in the City's decision to award the work to Cont[a tor and that compelling reasons for substituting these individuals must be <!le onstrated for the City's consent to be I granted. Any substitutes shall be per~o s of comparable or superior expertise and experience. Failure to comply 1it the provisions of this section shall constitute a material breach of Contractors obligations under this Agreement and shall be grounds for termination. I
Key personnel: !
Kevin Harper CPA
Han Nguyen
Contractor and Professional Services Agreement
Exhibit A I
(Rev. 10-11-18)
ATTACHMENl 1 TO EXHIBIT A
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SCOPE:O
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Professional services to assist with its gr nts management policies, procedures, and processes. Kevin Harper CPA & Ass ciate will review the City's existing policies and procedures and assist the Ci y's Public Works and Community Development Departments to establish la effective, efficient, and well-controlled grants management process that is co1si tent with the City's policies and procedures and with best practices.
Kevin Harper CPA & Associates will dere op procedures and implement them to assure knowledge transfer to City emplo es so City staff can effectively continue the process. 1
Kevin Harper will oversee the review o~ t e policies and procedures recommendations and development of ~h grants management process. Han Nguyen will perform the day-to-day tas~s including gathering documentation, setting up grant files, working with Publ1ic orks staff and knowledge transfer thereto.
Following is an initial workplan. These ia ks are subject to change depending on I directions of City management and the in eds of the project:
1. Interview key managers in Public orks, Community Development, and Finance to understand 1
a. Number, amount, and ty~e f grants
b. How grants are accountect r in the City's accounting records c. Responsibilities of individ~ Is in Finance and other departments d. Historical problems and 90 cerns
e. Information needed/desired by managers
f. Information available in gra ts files and accounting system g. Existing grants-related p~li ies and procedures
2. Propose a grants management pr cess for the City including a. Reviewing and recommend ng improvements to written policies and procedures to ensure be1t ractices for grant life cycle management including p~o osal and application coordination, and pre-award planning, etc. ,
b. Proposing organizationalf st fling structure based on City's application objectives ,
c. Develop a process that i~ c mpliant with City policies and procedures and with bes~ p actices, including kickoff and close out I
Contractor and Professional Services Agreemen
Exhibit A !
(Rev. 10-11-18)
meetings, approvals, comf. nications, reporting, and
documentation requirement
d. Design or tailor tools, tempi tes, and reports as necessary e. Discuss proposed process ith Public Works, Community Development, and Financ~ anagement and revise as appropriate I 3. Implement grants management pr cess a. Set up two grants in compli nee with the proposed process, including establish grant fi,le , prepare one reimbursement request and related documentatioj', dentify and document key compliance requirements
b. Work with Public Works a~d Community Development staff to oversee their setting up o~ t e other grants. If City staff does not have time, Han can do this t sk.
c. Participate in meetings with ity staff to discuss kickoff and close out meetings, approvals, do munications, reports, accounting records, as needed 1
Contractor and Professional Services Agreeme~t
Exhibit A !
Page4 of4
(Rev. 10-11-18)
1. 2.
3. 4.
EXHI
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COMPE I
Contractor's Compensation.
A. City agrees to pay Contra tor, at the rate(s) specified below, for those services set forth in Ef h bit A of this Agreement and for all authorized reimbursable expense , for a total not to exceed sixty-five thousand dollars ($65,000).
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Contractor shall notify City in wriiti g no later than thirty (30) days prior to the estimated date when Cont~a tor will have billed City the maximum payment amount permitted unqe this Agreement, and Contractor shall provide City with an estimate of' t e additional compensation required to complete the project.
Appropriate Billable Hourly I ates for Services and Additional Services. I
Contractor's billable hourly ratesl s
Kevin Harper· $225
Han Nguyen - $140
Contractor's Reimbursable EJp nses. I
Reimbursable Expenses shJII be limited to actual reasonable expenditures of Contractor for e,~ enses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City. f
Payments to Contractor.
A. Payments to Contractor!· s all be made within a reasonable time after receipt of Contractor's n oice, said payments to be made in proportion to services performe~. Contractor may request payment on a I
Contractor and Professional SeNices Agreemen
Exhibit B
(Rev. 10-11-18)
monthly basis. Contractor shall be responsible for the cost of supplying all documentation necessary to ve~i the monthly billings to the satisfaction of City.
8. All invoices submitted by ontractor shall contain the following information:
1. 2.
3. 4.
5. 6.
7. I
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Description of servic s billed under this invoice
Date of Invoice lss~a ce
Sequential Invoice 1N mber
City's Purchase Ord Number (if issued)
Social Security Nu'r er or Taxpayer Identification Number Amount of this lnv3ic (Itemize all Reimbursable Expenses") Total Billed to Date!
C. Items shall be separate into Services and Reimbursable Expenses. Billings that do not do form to the format outlined above shall be returned to Contractor for co~r ction. City shall not be responsible for delays in payment to Contractor resulting from Contractor's failure to comply with the invoice format d~s ribed above. I
5. Accounting Records of Contrac r.
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Contractor shall maintain for th ee (3) years after completion of all services hereunder, all records ! u der this Agreement, including, but not limited to, records of Contracton
1 ',s direct salary costs for all Services and
Additional Services performed u der this Agreement and records of Contractor's Reimbursable Exp nses, in accordance with generally accepted accounting practices[ Contractor shall keep such records available for audit, inspection arid opying by representatives of the City's Finance Department or other overnment agencies during regular business hours upon twenty fou1 ( 4) hours notice.
The obligations of Contracto~ nder this section shall survive this Agreement.
6. Taxes.
Contractor shall pay, when and a due, any and all taxes incurred as a result of Contractor's compensat n hereunder, including estimated taxes, and shall provide City with '[ r of of such payments upon request.
Contractor and Professional Services Agreement
Exhibit 8
(Rev. 10-11-18)
7. Contractor hereby agrees to inde nify and defend City for any claims, losses, costs, fees, liabilities, dam ges or injuries suffered by City arising out of Contractor's breach of this ection pursuant to the Indemnification provisions of this Agreement. I
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Taxpayer Identification Numb Ir. Contractor shall provide City with an IRS Form W-9, Request for axpayer Identification Number and Certification, containing an origi al signature and any other State or local tax identification number request d by City.
Contractor and Professional Services Agreeme11t
Exhibit B
(Rev.10-11-18)
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INSURANCE ~ QUIREMENTS
I. TYPES OF INSURANCE
A. Commercial General Liabilit lnsura ce: Contractor's General Liability insurance shall include contractual Ii bility coverage. Contractor shall take out and maintain during the life of/th s Agreement such Bodily Injury Liability and Property Damage Liability lns,ur nee (Commercial General Liability Insurance) on an occurrence basir s shall protect it while performing work covered by this Agreement from an and all claims for damages for bodily injury, including accidental death, la well as claims for property damage which may arise from the Contrado 's operations under this Agreement, whether such operations be by C6n ractor or by any sub-Contractor or by anyone directly or indirectly emplqy d by either of them. The amounts of such insurance shall be not less tha One Million Dollars ($1,000,000) per occurrence and Three Million Doll~r ($3,000,000) 1 in aggregate or Three Million Dollars ($3,000,000) comb,m d single limit bodily injury and property damage for each occurrence. Cort actor shall provide the City with certificates of insurance and copies f additional insured and primary coverage endorsements evidenci~g the insurance coverage required by this Agreement. I
B. Automobile Liability Insurance: ct,n ractor shall take out and maintain during the life of this-Agreement such Auto obile Liability Insurance in an amount of not less than One Million Dollars ($ ,000,000) for each occurrence combined single limit or not less than One Mill on Dollars ($1,000,000) for any one (1) person, and One Million Dollars (f 1 000,000) for any one (1) accident, and Three Hundred Thousand Dollars, ( 300,000) property damage. Contractor shall provide the City with certific~t s of insurance and copies of additional insured and primary coverage en~o sements evidencing the insurance coverage required by this Agree1e t.
C. Worker's Com ensation and Em lo er's Liabilit Insurance: Contractor shall have in effect during the entire lift f this Agreement Worker's Compensation and Employer's Liability lnsuranc~ roviding full statutory coverage. In signing this Agreement, Contractor akes the following certification, required by Section 18161 of the Californi~ abor Code: "I am aware of the provisions of Section 3700 of the California La or Code which require every employer to be insured against liability for wdrk r's Compensation or to undertake selfinsurance in accordance with the: p ovisions of the Code, and I will comply with such provisions before comrpe cing the performance of the work of this Agreement".
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Contractor and Professional Services Agreem~n
Exhibit C I
(Rev. 10-11-18)
D. Professional Liability Insurance: Cp ractor shall take out and maintain during the life of this Agreement a policy of rofessional liability insurance, protecting it against claims arising out of the a s, errors, or omissions of Contractor pursuant to this Agreement, in thej a cunt of not less than One Million Dollars ($1,000,000) per claim. Said prof~ss onal liability insurance is to be kept in force for not less than one (1) year a er completion of services described herein. ·
II. ADDITIONAL REQUIREMENTS
A. Broader Insurance Coverage: In t~e event that Contractor maintains broader coverage and/or higher limits than: th City's minimum requirements, the City requires and shall be entitled to the reader coverage and/or the higher limits maintained by the Contractor. Th~ Ii its of insurance required in this agreement may be satisfied by a qo bination of primary and umbrella or excess insurance. Any umbrella or e cess insurance shall contain or be endorsed to contain a provision th~t uch coverage shall also apply on a primary and non-contributory basis f r the benefit of the City before the City's own insurance shall be called upot t protect it as a named insured.
8. Additional Insured Status: The City f East Palo Alto, its subsidiary agencies, directors, officers, employees, ag~nt , independent contractors and volunteers shall be named as additi nal insureds on any such policies of , comprehensive general and autoio ile liability insurance.
C. Primar and Non-Coritributo Cove a e: Except for professional liability and worker's compensation insurance, t e policies shall also contain a provision that the insurance afforded to the i , its subsidiary agencies, and their directors, officers, employees, agent , independent contractors and volunteers based on additional ins~r d status shall be primary and noncontributory insurance to the full lirri s of liability of the policy, and that if the City, its subsidiary agencies and t~ei directors, officers, employees, agents, independent contractors and volunte rs have other insurance against a loss covered by a policy, such other inJu ance shall be excess insurance only. !
D. Verification of Coverage: Contractor hall furnish the City with original Certificates of Insurance including j al required amendatory endorsements ( or copies of the applicable policy langu ge effecting coverage required by this clause). All certificates and endorse ents are to be received and approved by the City Attorney's Office at lea~t Ive days before Contractor commences I work to be performed pursuant to th agreement.
E. Notice of Cancellation: Contractors all provide thirty (30) days' notice, in writing, to the City, at 2415 Universit Avenue, East Palo Alto, CA 94303, of any pending change or cancellation f the policy. I
Contractor and Professional Services Agreeme' t
Exhibit C
Page2 of3
(Rev. 10-11-18)
F. Deductibles or Self-Insured Retentio s: Prior to the execution of this Agreement, any deductibles or self-i sured retentions must be declared to and approved by City.
G. Breach: In the event of the breach~o any provision of this section, or in the event any notice is received which in icates any required insurance coverage will be diminished or canceled, Cit , t its option, may, notwithstanding any other provision of this Agreement to he contrary, immediately declare a material breach of this Agreement !a d suspend all further work pursuant to this Agreement.
Contractor and Professional Services Agreemerit
Exhibit C ,
(Rev. 10-11-18)
CITY OF EAST PALO AL O'S POLICY AGAINST
DISCRIMINATION, HARAfS ENT AND RETALIATION
EFFECTIVE DATE: 12/21/2004
REVISED DATE: 1/12/07 I
ADOPTED BY CITY COUNCIL: 12/21/200~
I. PURPOSES I
The purposes of this policy are to emphasize the City's commitment to keeping its workplace free of harassment, discriminatibn and retaliation, to define and provide examples of the conduct that is prohibited, j t summarize the respective responsibilities for preventing, reporting, investigating, an9 r spending to violations and to give clear warning of the serious consequences that r lators will face.
A copy of this policy shall be provided to al,I ersons who are subject to it, and shall be posted on City bulletin boards in all City facili ies.
II. POLICY
All of the following are prohibHed by this Pbli y: I
• Discrimination or harassment in any a pect of City employment based on any legally protected characteristic or st~t s, including sex, gender, sexual orientation, race, color, national origin language, ancestry, religion, age, marital status, domestic partner, physical dis bility, mental disability, or medical condition. I
• Retaliation for opposing, filing a co~p aint about, or participating in an investigation of, any such harassmJn or discrimination. • Aiding, abetting, inciting, compellinJ, r coercing or any such discrimination, harassment or retaliation, or attem1ti g to do so.
The City will take all reasonable steps nece sary to prevent such misconduct from occurring, and to remedy and punish any fC urrence. Any City employee, Council member, member of any advisory body, incl ding any Commissioner, Committee member, or Board member found having en aged in any such misconduct will be subject to disciplinary action up to and indu ing termination or censure or removal and will be deemed to have acted outside the bo rse and scope of his or her employment.
This policy applies to all City employees, Jo, nteers, interns, vendors, and contractors as well as to all applicants for City positio~s.
I
Contractor and Professional Services Agreement I
Exhibit D
The policy shall not be interpreted or applied n any manner that would be inconsistent with any applicable State or Federal law or Ire ulation, or increase the legal liability of the City. I
I
Ill. DESCRIPTION AND EXAMPLES qF ROHIBITED HARASSMENT
Harassment on the basis of sex is unlawful1 a d is prohibited by this policy. Sexual harassment includes unwelcome sexual adw nces, requests for sexual favors, and other verbal or physical conduct of a sexualn ture, when:
• An individual's submission to such c • n uct is made explicitly or implicitly, a term or condition of that individual's emplty ent; or,
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• An individual's submission to or rejecti n of such conducts is used as the basis for an employment decision affectin~ t at individual; or, • The conduct has the purpose or effect f unreasonably interfering with an individual's work performance or crer1 ti g an intimidating, hostile, abusive, or offensive work environment.
Sexual harassment need not be motivated by sexual desire or gratification, and may include ·nonsexual conduct motivated by th~ olator's ·hostility ·tow·a'rds the victim's gender, or towards the victim's nonconformity to gender stereotypes. Sexual harassment includes not only conduct moth(a d by gender, but also by pregnancy, childbirth, or a related condition. A harasse~ ay be either male or female, and the victim may either be the same sex or the OAP site sex. Even a person who is not the intended target of harassment may be harars d by it if he or she witnesses it.
Sexual harassment may be verbal, visual, cir hysical. For example:
• Verbal harassment may consist of Jr gatory, threatening, or intimidating comments, epithets, slurs or jokes; refi rences to gender, physical appearance, attire, sexual prowess, marital status~ r pregnancy; or sexual advances, propositions, or demands. !
I
I
• Visual harassment may consist of di~pl ying or circulating derogatory or offensive posters, cartoons, drawings, hotographs, pin-ups, computer images, or electronic media transmissions. [
• Physical harassment may consist of as ault, battery, or unwelcome, unnecessary and offensive touching (kissing, huggin , patting, rubbing, pinching, brushing against), stating, leering, gesturing, Y(h stling or making noises, impeding or blocking movement, or physical inte e ing with normal work or movement.
Contractor and Professional Services Agreement
Exhibit D
I
In addition to prohibiting harassment ba~e on sex or gender, this policy also prohibits harassment based on sexual ori ntation, or upon any other legal protected characteristic or status, such ~s race, religion, creed, color, national origin, language, ancestry, physical dis~bi ity, mental disability, medical condition, marital status, domestic partner, or age.:
Harassment on the basis of such factor~ i subject to the principles applicable to I sexual harassment, as stated above. 1
IV. REPORTING DISCRIMINATIONI, ARASSMENT OR RETALIATION Any City employee, volunteer, intern, ven or, contractor, or applicant who becomes aware of any discrimination, h:ar ssment or retaliation prohibited by this policy shall report it immediately to thei~ i mediate supervisor, or higher ranking supervisor, or the Assistant City Manager Under no circumstances shall such a report be required or expected to be mad to the person who engaged in the misconduct that is subject to this reportJ I
The responsibility to report conduct prohi ited by this policy arises even if the conduct is directed toward someone el~e nd even if the person toward whom it is directed does not want it reported. I
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Reports may be made orally or in writing, ree of requirements as t9 form. I Because reports of conduct prohibited by his policy will be treated as serious charges, the making of a deliberately fals report, or a report made with reckless disregard for its truth or falsity, may suie t the maker to disciplinary action.
V. INVESTIGATION AND RESOLUT ON
The City of East Palo Alto will investigaie II reported violations of this policy. All employees, volunteers, interns, vendor$ nd contractors, members of the City Council, or members of a City advisory b dy shall cooperate with any such investigation.
Any supervisor, manager department he d, member of the City Council, or member of a City advisory body who reb ives a report of, or who becomes aware of, conduct prohibited by this policy sh~II romptly report it to the Personnel Officer. Upon receiving the report, the Pe sonnel Officer shall direct any report that accuses a City Council member oria pointee to the City Council for investigation and resolution. The City 90 ncil shall delegate the responsibility to conduct a prompt, full, and fair investig~ti n to the qualified private investigator.
Upon receiving a report regarding a non- ity Council member or appointee, the Personnel Officer shall conduct a promrt full, and fair investigation, or delegate Contractor and Professional Services Agreement Page 3 of 4 Exhibit D
that responsibility to a qualified City empl yee or private investigator. The person performing the investigation shall: ·
• Interview the complainant, the aqc sed, and any other person the investigator believe to have knoWle ge relevant to the charges; I • Gather and review any documenta , electronic, or physical evidence relevant to the charges; I
i
• Consult with legal counsel as ner
• Determine whether the charges r
• Develop recommendations for aRP
action, if any.
or cannot be substantiated; and
priate remedial and/or disciplinary
VI. OUTSIDE ADMINISTRATIVE AGE CIES
In addition to the remedies described in ith s Policy, the U.S. Equal Employment Commission and the California Departme t of Fair Employment and Housing provide administrative complaint and im)e tigation processes as to·harassment, discrimination or retaliation on the basis: O'I a protected status. The toll free telephone number for such office is listed elow:
California Department of Fair Empl yment and Housing 1.800.233.3212 U.S. Equal Employment Opportunit Commission 1.800.669.4000 Contractor and Professional Services Agreement
Exhibit D
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