Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
CITY OF HERCULES
PROFESSIONAL SERVICES AGREEMENT
This Agreement (“Agreement”) for professional services is made on April 26, 2022, between the City of Hercules , a California municipality (“City”), and Yiftee , a California Community Card Program Corporation (“Consultant”) (individually, a “Party,” and collectively, the “Parties”).
1. Scope of Services. Consultant will provide to City the professional services described in the Scope of Services, attached as Attachment A and incorporated in this Agreement (the “Services”). Only the City Council or the City Manager may authorize any change or addition to the Scope of Services specified in Attachment A.
2. Term. This Agreement will become effective on April 26, 2022 (“Effective Date”), and shall continue in full force for one year from the Effective Date. At the sole discretion of the City, the Agreement may be renewed for an additional option year, up to a maximum of four option years, and with no option period allowed beyond December 31, 2026.
3. Compensation. For the full and satisfactory completion of the Services, City will pay Consultant in an amount not to exceed Sixty Five Thousand Dollars ( $65,000), without prior written authorization by City, pursuant to the terms set forth in Attachment B on Payment, which is attached to and incorporated in this Agreement. Consultant’s compensation is intended to encompass all costs required for performing the Services, including overhead and indirect costs.
Except as expressly provided in Attachment B, Consultant will not be entitled to reimbursement for expenses it incurs to provide the Services.
3.1 Payment. City will pay Consultant for Services satisfactorily provided during each calendar month within 30 days following City receipt and approval of a detailed invoice. The invoice must include, at a minimum: a description of the s pecific Services provided; the date(s) upon which the Services were provided; the amount due for the Services ; and the basis for calculating the amount due. Payment for gifts and fees must be received before the gifts can be delivered.
3.2 Additional Services. If the City requests related services beyond the Scope of Services described in Attachment A, the Consultant will provide City a written estimate for the additional services (“Additional Services”). Consultant will not provide Additional Services until Consultant has received written authorization from the City to perform the Additional Services .
Consultant will not be entitled to payment for Additional Services performed without City’s prior written authorization or for costs to correct Consultant’s errors or omissions.
4. Independent Contractor. The Parties agree that Consultant will act as an independent contractor under this Agreement and will have control of its work and the manner in which the Services are performed. Consultant is not an employee of City and is not entitled to participate in any health, retirement, or similar employee benefits from the City.
Agreement No. 22-012
Council Resolution No. 22-032
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
5. Consultant’s Warranties.
5.1 Consultant warrants that all Services provided under this Agreement will be performed in accordance with generally accepted professional practic es and standards for Consultant’s profession in the Bay Area.
5.2 Consultant warrants that all Services provided under this Agreement will be performed in accordance with applicable federal, state, and local laws and regulations, including, but not limited to, conflict of interest laws and City ordinances and policies.
5.3 Consultant warrants that Consultant has no present interest which would conflict in any manner with the performance of Services on the City’s behalf.
5.4 Consultant warrants that it will comply with the City’s Nepotism and Cronyism Policy.
6. Notice. Any notice, billing, or payment required by this Agreement must be made in writing, and sent to the other P arty by personal delivery, U.S. Mail, a reliable overnight deliv ery service, or by e mail as a PDF (or comparable) file. Notice is effective upon delivery unless otherwise specified. Notice for each Party will be given as follows:
City: Consultant:
City of Hercules Yiftee
111 Civic Drive 325 Sharon Park Drive # 215
Hercules, CA 94547 Menlo Park, CA 94025
(510) 799-8200 (650) 533-0938
Attn: City Clerk Attn: Donna Novitsky
[email protected]
Copy to: _____________________ Copy to: _____________________ Email: _______________________ Email: _______________________
7. Indemnity. Subsection 7.1 is not applicable to this Agreement if Consultant’s Services are “design professional” services as that term is used and defined in Civil Code section 2782.8.
Subsection 7.2 is applicable to this Agreement if Consultant’s Services are “design professional” services as used and defined in Civil Code section 2782.8.
7.1 To the full extent permitted by law, Consultant will indemnify, defend with counsel acceptable to City, such acceptance to not be unreasonably withheld and hold harmless City, its governing body, officers, agents, employees, and volunteers (collectively, “City Indemnitees”) from and against any and all liability, demands, loss, damage, claims, settlements, expenses, and costs (including, without limitation, attorney fees, expert witness fees, and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s negligent acts or omissions with respect to this Agreement, except such Liability caused by the active negligence, sole negligence, or willful misconduct of any of the City Indemnitees. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Agreement.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
This Subsection 7.1 does not apply if the Services to be provided under this Agreement are design professional services provided by a licensed architect, landscape architect, professional engineer, or professional land surveyor.
7.2 To the full extent permitted by law, Consultant will indemnify, defend, and hold harmless City, its City Council, officials, officers, agents, employees, and volunteers from and against any and all liabi lity, loss, damage, claims, expenses and costs (including, without limitation, attorney fees and costs and fees of litigation) (collectively, “Liability”) of every nature which arises out of, pertains to, or relates to the negligence, recklessness, or will ful misconduct of Consultant in the performance of this Agreement, except such Liability caused by the active negligence, sole negligence or willful misconduct of City. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Agreement. This Subsection 7.2 is applicable if the Services to be provided under this Agreement are design professional services provided by a licensed architect, landscape architect, professional engineer, or professional land surveyor.
8. Insurance. Before providing any Services under this Agreement, Consultant is required to procure and provide proof of the insur ance coverage required by this S ection in the form of certificates and endorsements. Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled or allowed to expire without at least 30 days written notice to City, unless due to nonpayment of premiums, in which case at least 10 days written notice will be made to City. The required insurance must cover the activities of Consultant and its employees or subcontractors relating to or arising from the performance of the Services, and must remain in full force and effect at all times during the term of the Agreement. All required insurance must be issued by an insurer licensed to do business in the State of California, and each such insurer must have an A.M. Best financial strength rating of “A” or better and a financial size rating of “VIII” or better. If Consultant fails to provide any of the required coverage, City may, at its sole discretion, purchase such coverage at Consultant’s expense and deduct the cost from payments due to Consultant.
8.1 The following insurance policies and limits are required for this Agreement:
8.1.1 Commercial General Liability Insurance (“CGL”) . CGL insurance issued on an occurrence basis, including coverage of liability arising from Consultant’s acts or omissions in the performance of S ervices under this Agreement, with limits of at least $1,000,000.00 per occurrence.
8.1.2 [Blank]
8.1.3 Workers’ Compensation Insurance and Employer’s Liability. The policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act, with limits of at least $1,000,000.00. If Consultant is self- insured, Consultant must provide its duly authorized Certific ate of Permission to Self-Insure.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
8.1.4 Professional Liability. This in surance must insure against Consultant ’s errors and omissions in the provision of S ervices under this Agreement , in an amount no less than $1,000,000.00 combined single limit.
8.2 Subrogation Waiver. Each required policy must include an endorsement that the insurer agrees to waive any right of subrogation it may have against City or the City’s insurers.
8.3 The CGL policy and the automotive liability policy must include the following endorsements:
(1) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “ Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Agreement.
(2) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured.
(3) The insurance provided is primary and no insurance held or owned by City will be called upon to contribute to a loss.
(4) Any umbrella or excess insurance must contain or be endorsed to contain a provision that such coverage will also apply on a primary or non-contributory basis for the benefit of City before the City’s own insurance or self -insurance will be called upon to protect it as a named insured.
9. Dispute Resolution. In the event that any dispute arises between the Parties in relation to this Agreement, the Parties agree to meet face to face as soon as possible to engage in a good faith effort to resolve the matter informally. In the event that any dispute arises between the Parties in relation to this Agreement, and the dispute is not resolved by informal discussions, the Parties agree to submit the dispute to mediation.
9.1 Either Party may give written notice to the other Party of a request to submit a dispute to mediation, and a mediation session must take place within 60 days after the date that such notice is given, or sooner if reasonably practicable. The Parties will jointly appoint a mutually acceptable mediator. The Parties further agree to share equally the costs of the mediation, except costs incurred by each Party for representation by legal counsel.
9.2 Good faith participation in mediation pursuant to this S ection is a condition precedent to either Party commencing litigation in relation to the dispute.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
10. Early Termination.
10.1 Termination for Convenience. City may terminate this Agreement for convenience by giving 10 calendar days written notice to Consultant. In the event City elects to terminate the Agreement without cause, it will pay Consultant for Services satisfactorily provided up to that date.
10.2 Termination for Cause. If either Party breaches this Agreement by failing to timely or satisfactorily perform any of its obligations or otherwise violates the terms of this Agreement, the other Party may terminate this Agreement by giving written notice five calendar days prior to the effective date of termination, specifying the reason a nd the effective date of the termination.
Consultant will be entitled to payment for all Services satisfactorily provided up to the effective date of termination, except that the City may deduct from that p ayment the amount of costs the City incurred, if any, because of Consultant’s breach of the Agreement.
11. Records. Unless otherwise specified in Attachment A, C onsultant will maintain records related to this Agreement for a period of four years from expiration or termination of this Agreement, including records of the Services performed, on a daily basis if necessary.
Consultant’s accounting systems will conform to generally accepted accounting principles, and all records will provide a breakdown of total costs charged under this Agreement, including properly executed payrolls, time records, invoices, and vouchers. Consultant will permit City to inspect and examine Consultant’s books, records, accounts, and any and all data relevant to this Agreement at any reasonable time.
12. General Provisions.
12.1 Assignment and Successors. Consultant may not assign its rights or obligations under this Agreement, in part or in whole, without City’s written consent, such consent to not be unreasonably withheld . This Agreement is binding on Con sultant’s and City’s lawful heirs, successors, and permitted assigns.
12.2 Third Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement.
12.3 Nondiscrimination. Consultant will not discriminate in the employment of persons under this Agreement because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, disability, or other prohibited basis. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated by this reference.
12.3.1 Avoidance of Cronyism and Nepotism. Consultant shall comply with regulations adopted by the City of Hercules to avoid favoritism in the award of contracts. Consultant shall submit a fully executed copy of the “Contractor Acknowledgment of City of Hercules Nepotism and Cronyism Policy” as Attachment C to this Agreement.
12.3.2 Compliance with the California Equal Pay Act . Consultant shall comply with regulations adopted by the City of Hercules to allow for verification of Consultant compliance with the requirements of the California Equal Pay Act. Consultant shall submit a fully executed copy of DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
the “Contractor Acknowledgment of Compliance with the California Equal Pay Act” as Attachment D to this Agreement.
12.4 Choice of Law and Venue. This Agreement will be governed by California law, and venue will be in the Superior Court of Contra Costa County, and no other place.
12.5 Integration. This Agreement and the documents incorporated in this Agreement constitute the final, complete, and exclusive terms of the agreement between the City and the Consultant.
12.6 Severability. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, in part or in whole, the remaining provisions of the Agreement will remain in full force and effect.
12.7 Amendment. No amendment or modification of this Agreement will be binding unless it is in a writing duly authorized and signed by the Parties to this Agreement.
12.8 Provisions Deemed Inserted. Every provision of law required to be inserted in this Agreement will be deemed to be inserted, and this Agreement will be construed and enforced as though included. If it is discovered that through mistake or otherwise that any required provision is not inserted, or not correctly inserted, this Agreement will be amended to make the insertion or correction.
12.9 Precedence. If any provision in any document attached to or incorporated in this Agreement conflicts with or is inconsistent with the provisions set forth in the body of this Agreement, the provisions set forth in the body of this Agreement will control over any s uch conflicting or inconsistent provisions.
12.10 Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the P arty waiving the breach, failure, right, or remedy. No waiver o f any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
12.11 Force Majeure. If either Party is delayed or hindered in or prevented from the performance of any act required under this Agreement because of strikes, lockouts, inability to procure labor or materials, failure of power, riots, insurrection, war, fire or other casualty, or other reason beyond the reasonable control of the P arty delayed, excluding financial inability (“Force Majeure Event”), performance of that act will be excused for the period during which the Force Majeure Event prevents such performance, and the period for that performance will be extended for an equivalent period. Delays or failures to perform resulting from lack of funds will not be Force Majeure Events.
12.12 Headings. The headings in this Agreement are included for convenience only and will not affect the construction or interpretation of any provision in this Agreement or any of the rights or obligations of the Parties to this Agreement.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
12.13 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
12.14 Authorization. Each individual signing below warrants that he or she is authorized to do so by the Party that he or she represents, and that this Agreement is legally binding on that Party. If Consultant is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313.
[Signature page follows.]
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> Contract Version 082321 City Attorney Approved Edits 051722 Resolution No. <22-032> Community Card ARPA Program
The Parties agree to this Agreement as witnessed by the signatures below:
CITY: Approved as to form:
s/_______________________________ s/__________________________________
________________________________ ___________________________________ Dante Hall, City Manager Patrick Tang, City Attorney
Date: ___________________________ Date: ______________________________
Attest:
s/_______________________________
_________________________________
Name/Title
Date: ___________________________
CONSULTANT: Yiftee
Business Name
s/_______________________________
_________________________________
Name/Title
Date: ____________________________
s/_______________________________
_________________________________
Name/Title
Date: ____________________________
Attachments:
Attachment A: Scope of Services
Attachment B: Payment
Attachment C: Contractor Acknowledgment of City of Hercules Nepotism and Cronyism Policy Attachment D: Contractor Acknowledgment of Compliance with the California Equal Pay Ac DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 6/9/20226/22/2022
Ceo, Yiftee
6/9/2022
Donna Novitsky
6/22/2022
Lauren Berges
City Clerk / Public Information Officer
Professional Services Agreement Agreement No. <22-012> City Attorney Approved, 082321 Scope of Services
Attachment A
SCOPE OF SERVICES
<Scope of Services attached in the following page(s)>
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 Community Card Customer Agreement
THIS AGREEMENT (the “Agreement”) is made effective as of __________, 2022 (the “Effective Date”) by and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo Park, CA 94025 (“Yiftee”) and _____________________________________ with an address at _________________________________________(“Customer”). The parties agree a follows:
1. Definitions.
1.1 “Merchant” means a merchant, prospect or other contact that may be using or desire to use Yiftee Services to redeem eGifts.
1.2 “Participant” means a Merchant who has opted to participate in a Community Card by running an Activation Card and agreeing to the Merchant Agreement.
1.3 “Yiftee Services” means Yiftee’s gift-giving platform. It is the technology foundation for Community Cards.
1.4 “Purchaser” means a person or entity that purchases or redeems eGifts.
1.5 “eGift” means a digital virtual gift voucher used as payment for goods or services at a Participant.
1.6 “Offer” or “Offers” mean specific benefits that Participants provide to consumers who use their Community Cards in their store, as determined by the Participants and posted on their eGift Card web page.
2. Merchant Enrollment.
2.1 Merchant Enrollment Obligations
(a) Customer will collect a set of Merchants who have elected to participate in the Yiftee Services.
Merchants must all be located in the same state in the USA, due to varying gift card laws by state. Each Merchant must agree to the Yiftee Community Card Merchant Agreement located on the Yiftee.com website. Merchants who have not agreed to the Merchant Agreement will not be able to utilize the Yiftee Services to redeem eGifts. Customer will upload into the Yiftee Services or provide the names of the Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the Yiftee Services will begin (“Commencement Date”). This billing will include the agreed-upon cost for each Participant or group thereof as defined in Appendix A. (b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of their individual Activation Card and provide instructions on its use. Additionally, Customer will inform Merchants that running the Activation Card implies consent to the Merchant Agreement located on the Yiftee.com website.
(c) As Merchants run the Activation Cards, they will be included in the set of Merchants enabled to participate in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for eGift Card holders who redeem gifts in their stores.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 (d) Yiftee will bill Customer or Merchants as described in Appendix A. Customer can add or remove Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments allowed by Yiftee (that is, a cancelled Participant’s billing obligation will result in that Participant’s cost to Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle).
A Participant may be added to the list of Participants at any time (“Enrollment Time”), with billing adjustment for said Participant to begin immediately and to be included in the current month’s billing. (e) Each party shall comply with good, ethical and moral business practices and all applicable laws and regulations in engaging in any activities here under.
(f) Fees and payment terms applicable to the subject matter here under shall be as set forth in Appendix A. Customer is not entitled to compensation other than what is described in Appendix A. (g) Customer is responsible and liable for any disputes or liability arising out of its relationships with Merchants and Participants, except with respect to any liability of Yiftee under this agreement.
2.2 Yiftee Materials.
Yiftee may provide Customer with certain materials for use in conjunction with promoting the Yiftee Services here under (“Yiftee Materials”). No rights or licenses, express or implied, are granted in those Yiftee Materials or otherwise, except as expressly and unambiguously set forth in this Agreement.
2.3 Limited Licenses.
Subject to the terms and conditions of this Agreement, Yiftee hereby grants to Customer, a non- exclusive, non-transferable, non-assignable, non-sublicensable right and license to access and use the Yiftee Services and Yiftee Materials solely for the purposes of Customer’s performance of this Agreement.
2.4 Trademark License.
Subject to the terms and conditions of this Agreement, Yiftee hereby grants Customer and Customer hereby grants Yiftee a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free license to use Yiftee’s or Customer’s name, trade names, trademarks, service marks, and logos (collectively, a party’s “Marks”) solely in connection with Customer’s and Yiftee’s promotion and marketing of the Yiftee Services, subject to written usage guidelines, if any, made mutually available.
3. Ownership. As between the parties, Yiftee owns all right, title and interest in and to the Yiftee Services, Yiftee’s Marks and the Yiftee Materials. Customer owns all right, title and interest in and to Customer’s Marks.
4. Warranties Disclaimer. YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER,
EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.
5. Liability Limitation. EXCEPT FOR LIABILITY ARISING UNDER SECTION 7, NEITHER PARTY (NOR ITS
LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY’S DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO
CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.
6. Term and Termination.
6.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an annual period from the Effective Date, and thereafter shall automatically renew annually, unless and until either party terminates this Agreement pursuant to Section 6.2.
6.2 Termination.
(a) Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. (b) Either party may terminate this Agreement if the other party materially breaches a term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non-breaching party.
(c) Participants are obligated to honor all outstanding eGifts issued by Yiftee for the entire duration of those eGift's validity periods. Termination does not relieve Participants from honoring conditions outlined in the Merchant Agreement.
6.3 Effect of Termination. Upon any termination: (a) Customer shall immediately cease all promotion of the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any Yiftee Services, hardware and software provided to Customer here under, (b) Yiftee shall immediately return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer disclosed to Yiftee here under, and (c) all licenses granted under this Agreement shall immediately cease. The following Sections shall survive termination and remain in effect 1, 3, 4, 5, 6.3, 7 and 8. Any termination of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.
7. Confidentiality. Because of this Agreement, the parties may have access to information that is confidential to the disclosing party (“Confidential Information”). Confidential Information shall include, without limitation, Purchaser lists and information relating to the parties’ products and pricing and all information designated as confidential by the disclosing party at the time of disclosure. A party’s Confidential Information shall not include any information which (i) becomes generally publicly available through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party from a third party without any breach of a confidentiality obligation; or (iii) is independently developed without use of or reference to the disclosing party’s Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using the same degree of care that it uses with regard to its confidential information of like nature, but in no event less than reasonable care, and to protect as a trade secret any portion of the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. The parties acknowledge that money damages will not be an adequate DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 remedy if this Section 7 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.
8. Non-solicitation
During the term of this Agreement, neither party will (on behalf of itself or any other person or entity) solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser’s or Merchant’s participation in the other party’s products and services.
9. Miscellaneous
9.1 Choice of Law. This contract shall be governed by and construed in accordance with the laws of the State of California, without regard to the provisions of the conflict of laws thereof. The parties will resolve any disputes in the state or federal courts located in Santa Clara County, California, to whose exclusive jurisdiction and venue they irrevocably submit. Notwithstanding anything to the contrary, either party may pursue injunctive or other equitable relief in any court of competent jurisdiction.
9.2 Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.
9.3 Assignment. Customer may not assign or otherwise transfer, without the prior written consent of Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
9.4 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable.
9.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof, and may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Customer (Print): YIFTEE, INC.
By: By:
Name, Title: Name, Title: Donna Novitsky, Yiftee CEO DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
Professional Services Agreement Agreement No. <22-012> City Attorney Approved, 082321 Payment
Attachment B
PAYMENT
<Payment attached in the following page(s)>
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 Community Card Customer Agreement
APPENDIX A
Pricing
Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share. Yiftee does not take a percentage of the cards that are redeemed in the Participants’ stores.
Charges:
Purchasers pay the face value of the card plus a $1+5% of the eGift Card value eDelivery fee at the time of purchase. Bulk purchases of one thousand dollars ($1000) or more, and enterprise accounts may qualify for a reduced eDelivery fee by depositing funds into their Yiftee eGifting accounts by check or ACH and disabling credit cards.
Participants pay Mastercard processing fees for a card-not-present (CNP) transaction upon redemption.
Yiftee does not control these fees, they are set by the Merchant Acquirer who is their credit card processor.
Subject to applicable laws, Yiftee will implement a monthly maintenance fee on eGift Cards that have been inactive (i.e. no spending on the Card) for periods of greater than 12 months. This will be made clear to cardholders on the face of the eGift Card when implemented, as is required by law.
Yiftee eGift Cards do not generally expire. Subject to applicable laws, in some cases eGift Cards given by corporations or merchants as promotions, rewards and awards may have expiration dates. In the case of eGift Cards expiring, Yiftee retains 10% of the original eGift Card value not to exceed the remaining unspent funds and refunds the balance to the purchaser’s Yiftee eGift Card account. eDelivery fees are not refunded.
Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their Community Cards in their stores.
Participants may choose, at their discretion, to offer rebates as fund raisers to local groups such as schools, churches and other non-profits. Such programs are an incentive for the local groups to sell Community Cards to their members, and for the Purchasers to use them in specific stores who are offering rebates. Yiftee will work with the Participants and Purchasers to execute such programs.
No tipping is allowed on Yiftee eGift Cards.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
ORDINANCE NO. 486
AN ORDINANCE OF THE CITY OF HERC ULES ESTABLISHING POLICIES TO
ADDRESS AND PREVENT NEPOTISM A ND CRONYISM IN CITY EMPLOYMENT
AND CONTRACTING
WHEREAS, to promote and maintain confidence in City government, it is imperative that City employment and contracting are free from nepotism, cronyism, patronage, and favoritism; and
WHEREAS, it is imperative that City employment and City contracts be based on merit, so that citizens are assured that City employees will be providing the highest quality service to those deserving citizens; and
WHEREAS, nepotism, cronyism, patronage, a nd favoritism are demoralizing and dispiriting to the dedicated, hard-working employees of the City; and
WHEREAS, the hiring of city officials, contra ctors and consultants who have a family, business, or consensual romantic and/or sexual relationship with a City official creates the appearance of impropriety and should be discouraged.
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Hercules as follows:
1. The Hercules Municipal Code is hereby amended to include Title 2, Chapter 3, Article 4, to read as follows:
“Article 4. PREVENTION OF NEPOTISM AND CRONYISM IN
EMPLOYMENT AND CONTRACTING
Sec. 2-3.401 Purpose
In adopting this Article, it is the intent of the City Council to prohibit the contracting with, and employment of, relatives and friends of C ity Officials, to ensure that no conflict of interest, favoritism, preferential treatment, or discrimination enters into the hiring, promotion, contracting and/or transfer practices of the City.
The regulations established by th is Article shall apply to all City officials, as defined herein, and to all individuals or firms who pr ovide services to the City as independent contractors or paid consultants.
Sec. 2-3.402 Definitions
“City” as used herein shall mean the City of Hercules, California.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
“City Official s” for the purposes of this Article means City Elected Officials, City Appointed Officials, appointees to City ad hoc or standing committees, appointees to City Commissions, and City Employees, including all individuals who are employed by the City Manager, City Attorney, and City Clerk, as well as all employees of City Agencies and Departments.
“Contractor” means any individual or firm providing material, equipment, or services to the City pursuant to a written or oral agreement with the City as an independent contractor or consultant, and not as an employee.
"Family Relationship" means a relationship by blood, adoption, marriage, domestic partnership, foster care , and cohabitation, and includes parents, grandparents, great - grandparents, grandchildren, great-grandchildren, children, foster children, uncles, aunts, nephews, nieces, first cousins, second cousins, siblings , and the spouses or domestic partners of each of these relatives and cohabitants. This definition includes any relationship that exists by virtue of marriage or domestic par tnership, such as in -law and step relationships, which are covered to the same extent as blood relationships.
"Consensual Romantic and/or Sexual Relationship" means any consensual romantic and/or sexual relationship between a City official or Contractor and any City official who may supervise him or her directly or indirectly, or who may influence the terms and conditions of his or her employment or contract with the City.
“Cronyism” means making an employment or contracting decision based upon personal, political, financial, or commercial relationships instead of merit when the person or entity benefitting from the employment, promotion , supervision or contract does not have the qualifications for the position or contract, or is being compensated at a rate that is more than the rate that would be paid other employees or contractors performing the same or similar functions.
“Nepotism” means employing, promoting, supervising or contracting with a person or persons who have a family relationship or a consensual romantic and/or sexual relationship with a City official.
Sec. 2-3.403 Restricting Nepotism and Cronyism in Public Employment.
(a). Statement of Policy.
It is the policy of the City of Hercules to hire, promote, and transfer employees on the basis of individual merit and to avoid favoritism or discrimination in making such decisions.
The employment of relatives of City officials, in positions where one might have influence over the other’s status or job security, is regarded as a violation of this Section. Nepotism and c ronyism, as defined in Section 2 -3.402, are prohibited from City employment decisions to the full extent permitted by law.
It is therefore the City’s policy to prohibit nepotism and cronyism in public employment according to the guidelines below:
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
(1) An individual will not be hired, promoted, transferred, or otherwise placed into a position whe n a person with whom the individual has a family relationship or consensual romantic and/or sexual relationship occupies a position in his or her direct supervisory chain of command.
(2) Individuals will not be hired, promoted, transferred , or otherwise placed into a position when to do so would constitute cronyism.
(3) Department Heads are prohibited from employing or supervising any person with whom the Department Head has a family relationship or consensual romantic and/or sexual relationship within his/her d epartment in any capa city in which that person may receive compensation.
(4) Department Heads are prohibited from employing or supervising any individual, when to do so would constitute cronyism.
(5) City positions should be advertised to the public and filled pursuant to an objective selection process based upon qualification.
(b) Resolving a Violation.
In the event nepotism or cronyism arises due to circumstances such as through promotion, transfer, the development of a consensual romantic and/or sexual relationship or marriage, the involved individuals have six (6) months in which to settle the issue voluntarily (i.e. by having one of them change assignment or leave City employment.)
If the affected parties are unable to re solve the situation within the time provided , their immediate su pervisors will review the case at the end of the six -month period. The supervisor’s decision concerning which employee must change assignment , made after consultation with the Director of Human Resources, will be binding.
(c) Responsibility to Report.
It is the responsibility of a City Official to report a violation of this Section . A City employee must notify his/her supervisor , and it is the responsibility of an elected or appointed official to notify the City Manager, or the City Attorney in the case of a violation by the City Manager, when any of the following situations occur:
(1) When a person who is hired or appointed, or is being considered to be hired or appointed, has a family relationship or consensual romantic and/or sexual relationship with a City Official, and/or
(2) When a City Official has or develops a family relationship or consensual romantic and/or sexual relationship with another City Official who occupies a position in his or her direct supervisory chain of command, and/or
(3) When hiring, promotion , appointment or supervision of a City Official constitutes cronyism as defined in Section II.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
The intent of this Section is to ensure that no conflict of interest, favoritism, preferential treatment, or discrimination enters into the hir ing, promotion, and/or transfer practices of the City.
(d) Penalty for Failure to Report.
A City Official, other than an elected official, who knows or should know that a person with whom he or she has a family relationship or consensual romantic and/or sexual relationship is employed by the City , or who knows or should know of any employment decision that constitutes nepotism or cronyism and fails to report the violation , is subject to discipline, including but not limited to suspension or termination.
An elected official who knows or should know that a person with whom he or she has a family relationship or consensual romantic and/or sexual relationship is employed by the City, or who knows or should know of an employment decision that constitutes nepotism or cronyism and fails to report the violation, is subject to censure.
Sec. 2-3.404 Restricting Nepotism and Cronyism in Public Contracting.
(a) Statement of Policy.
It is the policy of the City of Hercules to avoid favoritism or di scrimination in making decisions to award contracts for supplies, construction, maintenance, professional or other services. The awarding of a contract or the approval of payments or expenses under a contract by a City Official, to a person with whom she or he has a family relationship or a consensual romantic and/or sexual relationship, is regarded as a violation of this Section.
Nepotism and cronyism as defined in Section 2 -3.402 are hereby prohibited from City contracting decisions to the full extent permitted by law.
It is therefore the City’s policy to prohibit nepotism and cronyism in City contracts , according to the guidelines below:
(1) An individual Contractor shall not be awarded a contract with the City when the Contractor has a family relationship or consensual romantic and/or sexual relationship with a City Official who may have some influence over the award or management of the contract , or when the award of a contract to that individual Contractor would constitute nepotism or cronyism.
(2) Firms shall not be awarded contracts with the City when an owner, manager, senior member, principal, officer, or partner of the firm has a family relationship or consensual romantic and/or sexual relationship with a City Official who may have some influence over the award or management of the contract , or when the award of a contract to a firm would constitute nepotism or cronyism.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
(3) A City Official is prohibited from awarding contracts to any individual with whom he or she has a family relationship or consensual romantic and/or sexual relationship, or to any firm when a n owner, manager, senior member, principal, officer, or partner of the firm has a family relationship or consensual romantic and/or sexual relationship with the employee or official , or when to do so would constitute nepotism or cronyism.
The intent of this Section is to ensure that no conflict of interest, favoritism, or discrimination enters into the contracting practices of the City.
(b) Responsibility to Report a Violation of Regulations Against Contracting with Relatives or Contracts that Constitute Cronyism.
It is the responsibility of a City Official to report a violation of this Section . A City employee must notify his or her supervisor, and an elected or appointed official must notify the City Manager, or the City Attorney in the case of a violation by the City Manager, when he or she is aware of any of the following situations:
(1) When a person who has a family relationship or consensual romantic and/or sexual relationship with a City Official is being considered for the award of a contract to provide services to the City, and/or
(2) When a City Official has or develops a family relationship or a romantic and/or consensual sexual relationship with a person who has an existing contract to provide services to the City, and/or
(3) When the award of a contract would constitute nepotism or cronyism as defined in Section 2-3.402.
(c) Penalty for Failure to Report.
A City Official, other than an elected city official, who knows or should know that a person with whom he or she has a family relationship or consensual romantic and/or sexual relationship is being considered for or has been awarded a contract with the City in violation of this Section, and fails to report the violation, is subject to discipline, including, but not limited to, suspension or termination.
An elected official who knows or should know that a person with whom he or she has a family relationship or consensual romantic and/or sexual relationship is being considered for or has been awarded a contract with the City in violation of this Section and fails to report the violation, is subject to censure.
A Contractor who has a contract with the City or who seeks a contract with the City and fails to report that a person with whom she or he has a family relationship or consensual romantic and/or sexual relationship is employed by the City or is a City Official, or that the award of the contract constitutes cronyism in violation of this Section, may have his or her contract terminated and may be precluded from being awarded any future contracts with the City.
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 Pag e 1
CONTRACTOR ACKNOWLEDGMENT OF CITY OF HERCULES NEPOTISM AND CRONYISM POLICY SECT
ION A:
To be completed by City Representative Prior to Distribution to Contractor:
City Representative Phone Project Spec No.
Department Contract/Proposal Name
SE
CTION B:
This is an Original Revised form (check one). If Original, complete all that applies. If revised, complete Contractor Name and include any changed data.
Contractor/Consultant Name Phone
Street Address City State Zip
Type of Submission (Check One) Bid Proposal Qualification Contract/Agreement/Amendment SE
CTION C:
The undersigned Contractor’s Representative acknowledges by his or her signature the following:
It is the policy of the City of Hercules to avoid favoritism or discrimination in making decisions to award contracts for supplies, construction, maintenance, professional or other services. The awarding of a contract or the approval of payments or expenses under a contract by a City Official, to a person with whom she or he has a family relationship or a consensual romantic and/or sexual relationship, is regarded as a violation of t his Section. Nepotism and cronyism as defined in Section 2-3.402 are hereby prohibited from City contracting decisions to the full extent permitted by law.
I
have read Hercules Ordinance Number 486 and certify that I/we have not knowingly, nor will I/we in the future, enter into a contract with the City of Hercules or accept payment from the City of Hercules when to do so is in violation of Ordinance Number 486.
If
circumstances require changing the information on this form while I/we have a bid, proposal, or qualifications under review, or while we are under contract with the City, we will amend this form within five business days.
Signature Date
Print Name of Signer Position
SE
CTION D:
To Be Completed by Administrative Services Departmen t with the City of Hercules after Submission of the Completed Form by Contractor
Date Received by City By
Edwin Gato 510-799-8200
22-012
Council Reso 22-032
Community Card ARPA
Program
Finance
X
Yiftee 650-533-0938
325 Sharon Park Dr #215 Menlo Park CA 94025
X
XXXXXXXXXXXXXX
via DocuSign
XXXXXXXXXXXXXXX
via DocuSign
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 6/9/2022
Ceo, YifteeDonna Novitsky
ORDINANCE NO. 534
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HERCULES AMENDING HERCULES MUNICIPAL CODE TITLE 2, BY ADDING A NEW ARTICLE 5 (CHAPTER 2-3.5) ENTITLED, “CITY CONTRACTOR EQUAL PAY ACT COMPLIANCE ”, TO PROVIDE A
LOCAL MEANS OF DETERMINING WHETHER ENTITIES CONTRACTING WITH
THE CITY OF HERCULES ARE IN COMPLIANCE WITH THE REQUIREMENTS OF
THE CALIFORNIA EQUAL PAY ACT
WHEREAS, the California Equal Pay Act was originally enacted to prohibit an employer from paying its employees less than employees of the opposite sex for equal work; and WHEREAS, in 2015, Governor Jerry Brown signed the California Fair Pay Act, which strengthened the California Equal Pay Act and signaled California’s commitment to achieving real gender pay equity; and
WHEREAS, since 2015 there have been additional amendments to the California Equal Pay Act; effective January 1, 2017, Governor Brown signed a bill that added race and ethnicity as protected categories so that the Act now prohibits paying employees less than employees of the opposite sex, or of another race, or of another ethnicity for substantially similar work; and WHEREAS, the protections, procedures, and remedies relating to race- or ethnicity-based claims are now identical to the ones relating to gender; and
WHEREAS, in addition, employers are prohibited from using prior salary to justify any sex -, race-, or ethnicity-based pay difference; and
WHEREAS, while the State of California has amended the Equal Pay Act to eliminate loopholes and expand its protections, there is no mechanism for a local agenc y to determine whether contractors or firms who seek to contract with the local agency are in compliance with the requirements of the Equal Pay Act; and
WHEREAS, recent salary studies have shown that women continue to be paid less than men for the same line of employment; and
WHEREAS, recent salary studies have verified that similarly qualified Black, Asian, and Latinx women continue to earn less on average than their white counterparts; and WHEREAS, anecdotal evidence suggests that the COVID -19 pandemic has disproportionately impacted women, especially women of color.
DocuSign Envelope ID: 6377961B-C5E9-4CBB-B346-030C1DD7589C DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HERCULES DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Recitals. The City Council hereby incorporates the above recitals into this Ordinance by this reference.
SECTION 2. Amendment. That the City Council of the City of Hercules does hereby AMEND the Hercules Municipal Code to ADD Title 2, Chapter 3, Article 5, to read as follows:
“Article 5. City Contractor EQUAL PAY ACT Compliance
Sec. 2-3.501 Purpose.
In adopting this Article, it is the intent of the City Council to provide a local means of determining whether entities contracting with the City are in compliance with the California Equal Pay Act.
The regulations established by this Article shall apply to all individuals or firms who provide services to the City as independent contractors or paid consultants.
Sec. 2-3.502 Definitions.
“City” as used herein shall mean the City of Hercules, California. “City Officials,” for the purposes of this Article, means City elected officials, City appointed officials, and City employees, including all individuals who are employed by the City Manager, City Attorney, and City Clerk, as well as all employees of City agencies and departments.
“Contractor” means any individual or firm providing or proposing to provide material, equipment, or services to the City as an independent contractor or consultant.
Sec. 2-3.503 Requiring Equal Pay Act Compliance in Public Contracting. (a) Statement of Policy. It is the policy of the City of Hercules to avoid awarding contracts for supplies, construction, maintenance, and professional or other services to contractors that are not in compliance with the requirements of the California Equal Pay Act. The awarding of a contract or the approval of payments or expenses under a contract DocuSign Envelope ID: 6377961B-C5E9-4CBB-B346-030C1DD7589C DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 by a City Official, to a person or entity that has not complied with the reporting requirements of this Article, is regarded as a violation of this Section.
It is therefore the City’s policy to prohibit awarding City contracts, according to the guidelines below:
(1) A contractor shall not be awarded a contract with the City when the contractor has been determined to have violated the Equal Pay Act at any time within the preceding five (5) years.
(2) A firm shall not be awarded a contract with the City when an owner, manager, senior member, principal, officer, or partner of the firm has been determined to have violated the Equal Pay Act at any time within the preceding five (5) years. (3) A City Official The City Manager is prohibited from approving the awarding of a contract to a contractor who refuses to comply with the requirement to provide an acknowledgment of Equal Pay Act compliance pursuant to Section 2-3.506.
The intent of this Section is to ensure that no discrimination against individuals or groups protected under the California Equal Pay Act enters into the contracting practices of the City.
(b) Responsibility to Report a Violation of Contractor Equal Pay Act compliance requirements. It is the responsibility of City Officials to report a violation of this Section.
A City employee must notify his or her supervisor, and an elected or appointed official must notify the City Manager, when he or she is aware of any of the following situations:
(1) When a contractor has been found to be in violation of the Equal Pay Act and is being considered for the award of a contract to provide services to the City; and/or (2) When a City Official becomes aware of a contractor with an existing contract to provide material, equipment or services to the City is found to be in violation of the Equal Pay Act.
(c) Penalty for Failure to Report. A City Official who knows or should know that a contractor is being considered for or has been awarded a contract with the City in violation of this Article, and fails to report the violation, is subject to discipline, including, but not limited to, suspension or termination.
DocuSign Envelope ID: 6377961B-C5E9-4CBB-B346-030C1DD7589C DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 (d) A contractor with a contract with the City or who seeks a contract with the City and fails to report a violation of the Equal Pay Act or is otherwise not in compliance with requirements of this Article may have his or her contract terminated and may be precluded from being awarded any future contracts with the City.
Sec. 2-3.505 Penalties Not Exclusive.
The penalties provided under this Article are not exclusive, and do not preclude punishment under any other applicable provision of law.
Sec. 2-3.506 Notice and Acknowledgment.
(a) The requirements of this Article shall be acknowledged by all contractors, on a form developed by the City Attorney and provided to contractors by the City Clerk. No contract shall be entered into without submission of the required acknowledgment form. (b) All contractors, and all prospective contractors, shall be notified in writing of the requirements of this Article at the time the City issues a request for proposals or qualifications, and prior to entering into an agreement.” SECTION 3. SEVERABILITY. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid, such decisions shall not affect the validity of the remaining portions of this Ordinance. The Council hereby declares that it would have adopted the Ordinance, and each section, subsection, sentence, clause, or phr ase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be deleted.
SECTION 4. Effective Date and Publication. The City Clerk shall certify to the adoption of this Ordinance and shall publish or post the Ordinance as required by law. This Ordinance shall be effective thirty (30) days from date of final adoption.
THE FOREGOING ORDINANCE was first read at a regular meeting of the Hercules City Council on the 13 th day of July, 2021, and was passed and adopted at a regular meeting of the Hercules City Council on the 27th day of July, 2021, by the following vote:
DocuSign Envelope ID: 6377961B-C5E9-4CBB-B346-030C1DD7589C DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 AYES:
NOES:
ABSENT:
ABSTAIN:
Chris Kelley, Mayor
__________________________________________
Lori Martin, MMC
Administrative Services Director / City Clerk
COUNCIL MEMBERS: T. Grimsley, D. Romero, A.Walker-Griffin, Vice Mayor D. Bailey, Mayor C. Kelley.
None.
None.
None.
DocuSign Envelope ID: 6377961B-C5E9-4CBB-B346-030C1DD7589C DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54
CONTRACTOR ACKNOWLEDGMENT OF COMPLIANCE WITH CALIFORNIA EQUAL PAY ACT SECTION A:
To be completed by City Representative Prior to Distribution to Contractor:
City Representative Phone Project Spec No.
Department Contract/Proposal Name __
SECTION B:
This is an Original Revised form (check one). If Original, complete all that applies. If revised, complete Contractor Name and include any changed data.
Contractor/Consultant Name____________________ Phone
Street Address City State Zip
Type of Submission (Check One) Bid Proposal Qualification Contract/Agreement/Amendment SECTION C:
The undersigned Contractor’s Representative acknowledges by his or her signature the following:
It is the policy of the City of Hercules to avoid awarding contracts for supplies, construction, maintenance, professional or other services to contractors who are not in compliance with the equal pay requirements of the California Equal Pay Act.. The awarding of a contract or the approval of payments or expenses under a contract by a City Official, to a person or contractor not in compliance with the California Equal Pay Act, is regarded as a violation of this Section.
I have read Hercules Ordinance Number 534 and certify that I/we have not in the past 5 years been found to be in violation of the California Equal pay Act, and I/we have not knowingly, nor will I/we in the future, enter into a contract with the City of Hercules or accept payment from the City of Hercules when to do so is in violation of Ordinance Number 534 .
If circumstances require changing the information on this form while I/we have a bid, proposal, or qualifications under review, or while we are under contract with the City, we will amend this form within five business days.
Signature Date
Print Name of Signer Position
SECTION D:
To Be Completed by Administrative Services Department with the City of Hercules after Submission of the Compl eted Form by Contractor
Date Received by City By
Edwin Gato 510-799-8200
22-012
Council Reso 22-032
Community Card
ARPA Program
Finance
X
Yftee 650-533-0938
325 Sharon Park Drive #215 Menlo Park CA 94025
X
XXXXXXXXXXXXXXXX
via DocuSign
XXXXXXXXXXXXXXX
via DocuSign
DocuSign Envelope ID: 3441B701-0A49-49D8-8785-032CEA154E54 Donna Novitsky
6/9/2022
Ceo, Yiftee
Certificate Of Completion
Envelope Id: 3441B7010A4949D88785032CEA154E54
Status: Completed
Subject: Contract - 22-012- Yiftee - Community Card ARPA Program Agreement Source Envelope:
Document Pages: 28
Signatures: 6
Envelope Originator:
Certificate Pages: 5
Initials: 0
A. Clarisse Saechao
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 66.7.246.210
Record Tracking
Status: Original
6/6/2022 1:52:59 PM
Holder: A. Clarisse Saechao
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Hercules
Location: DocuSign
Signer Events
Signature
Timestamp
Patrick Tang
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 66.7.246.210
Sent: 6/6/2022 2:07:21 PM
Resent: 6/9/2022 12:39:32 PM
Viewed: 6/9/2022 5:32:12 PM
Signed: 6/9/2022 5:32:41 PM
Electronic Record and Signature Disclosure:
Accepted: 6/9/2022 5:32:12 PM
ID: 6aef8e23-d23b-4d77-9729-7777bd69a125
Dante Hall
[email protected]
City Manager
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(None)
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Signed by link sent to [email protected]
Using IP Address: 66.7.246.210
Sent: 6/9/2022 5:32:43 PM
Resent: 6/13/2022 10:28:05 AM
Resent: 6/14/2022 9:15:54 AM
Resent: 6/15/2022 1:46:35 PM
Resent: 6/21/2022 11:04:03 AM
Resent: 6/22/2022 7:50:49 AM
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Signed: 6/22/2022 8:54:06 AM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2022 8:51:43 AM
ID: f6fb84b6-e518-4dab-ae87-759e9a264144
Donna Novitsky
[email protected]
Ceo, Yiftee
North Lake Tahoe Resort Association
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 76.21.115.113
Sent: 6/9/2022 5:32:44 PM
Viewed: 6/9/2022 10:34:35 PM
Signed: 6/9/2022 10:41:14 PM
Electronic Record and Signature Disclosure:
Accepted: 6/9/2022 10:34:35 PM
ID: 29eb49f3-d01e-48cd-9c8d-c565cc997507
Signer Events
Signature
Timestamp
Lauren Berges
[email protected]
City Clerk / Public Information Officer
City of Hercules
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Signed by link sent to [email protected]
Using IP Address: 66.7.246.210
Sent: 6/22/2022 8:54:08 AM
Viewed: 6/22/2022 9:36:33 AM
Signed: 6/22/2022 9:36:39 AM
Electronic Record and Signature Disclosure:
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Edwin Gato
[email protected]
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Sent: 6/22/2022 8:54:08 AM
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Electronic Record and Signature Disclosure:
Accepted: 6/16/2022 6:20:52 PM
ID: 302f0287-edf5-47ea-9fba-4676cf5a901a
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Hercules (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 7/30/2020 6:36:10 PM Parties agreed to: Patrick Tang, Dante Hall, Donna Novitsky, Edwin Gato Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Hercules:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Hercules of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Hercules
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Hercules
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Hercules as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Hercules during the course of your relationship with City of Hercules.