HomeMy WebLinkAboutStaff Report 10577
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
August 19, 2019
The Honorable City Council
Palo Alto, California
Informational Report Regarding the Outcome of the RFP for an
Organizational Review of the City Auditor's Office: Professional
Services Agreement With Kevin Harper, CPA and Associates for
Organizational Review for a Total Not-to-Exceed Amount of $32,780
Recommendation
No Council action is required as the contract amount is below the dollar threshold for Council
approval.
Background
A Request for Proposal (RFP) was conducted by Staff to retain a company that would complete
an organizational review of the City Auditor’s Office and review current industry standard
practices by other agencies. The Council Appointed Officers’ Committee (CAO) recommended
Staff move forward with a professional services contract with Kevin Harper, CPA and Associates
to conduct the organizational review of the City Auditor’s Office for a total not -to-exceed
amount of $32,780.
Former City Auditor Harriet Richardson retired in February 2019, and Council directed Staff to
conduct a RFP for an organizational review of the City Auditor’s Office. On May 2, 2019, the
CAO Committee reviewed the responses and unanimously selected Kevin Harper to conduct the
review (Minutes). This contract amount is below the threshold requiring Council approval,
however, this item was placed as an informational item in order to keep Council apprised of the
outcome of the RFP.
Resource Impact
Contract costs will be funded through salary savings in the City Auditor’s Office budget as a
result of the City Auditor vacancy; therefore, no additional appropriation of funds is required.
Environmental Review
No impact. Approval of this contract is exempt under the California Environmental Quality Act
(CEQA) Guidelines.
ATTACHMENTS:
• Attachment A: C20174966_K_Harper_CPA_Assoc (PDF)
Page 2
Department Head: Beth Minor, City Clerk
Professional Services
Rev. April 27, 2018
1
CITY OF PALO ALTO CONTRACT NO. C20174966
AGREEMENT BETWEEN THE CITY OF PALO ALTO
AND KEVIN W. HARPER CPA AND ASSOCIATES
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 19th day of June, 2019, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and Kevin W. Harper CPA and Associates, a sole proprietor, located at 20885
Redwood Road, No. 202, Castro Valley, California 94546 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to have an organizational review of the City Auditor's Office (“Project”)
conducted and desires to engage a consultant to conduct the review in connection with the
Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional Additional Services Provision (This provision only applies if checked and only
applies to Additional Services.)
Additional Services (as defined in Section 4, entitled “NOT TO EXCEED COMPENSATION,”
below, may be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount, in accordance
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
2
with this Agreement. The total price of all Task Orders issued under this Agreement shall not
exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT
shall only be compensated for work performed under an authorized Task Order and CITY may
elect, but is not required, to authorize work up to the maximum compensation amount set forth in
Section 4.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through October 31, 2019
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (also called “Basic
Services”), and any specified reimbursable expenses, shall not exceed Twenty Nine Thousand
Eight Hundred Dollars ($29,800). CONSULTANT agrees to complete all Basic Services,
including any specified reimbursable expenses, within this amount. In the event Additional
Services (defined below) are authorized, the total compensation for Basic Services, Additional
Services and any specified reimbursable expenses shall not exceed Thirty Two Thousand Seven
Hundred Eighty Dollars ($32,780). The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this
Agreement. Any work performed or expenses incurred for which payment would result in a total
exceeding the maximum amount of compensation set forth herein shall be at no cost to the
CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY, via a Task Order as provided in
Section 1 (“SCOPE OF SERVICES”). “Additional Services” shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
3
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections
such errors and omissions, any change order markup costs, or costs arising from delay caused by
the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
4
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
to be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Kevin Harper
as the Manager to have supervisory responsibility for the performance, progress, and execution
of the Services and Kevin Harper as the project manager to represent CONSULTANT during the
day-to-day work on the Project. If circumstances cause the substitution of the project director,
project coordinator, or any other key personnel for any reason, the appointment of a substitute
project director and the assignment of any key new or replacement personnel will be subject to
the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request,
shall promptly remove personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Project
or a threat to the safety of persons or property.
CITY’s project manager is Beth Minor, City Clerk, Palo Alto, CA 94303, Telephone: (65) 329-
2379. The project manager will be CONSULTANT’s point of contact with respect to
performance, progress and execution of the Services. CITY may designate an alternate project
manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
5
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT
shall protect, indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands,
claims, or liability of any nature, including death or injury to any person, property damage or any
other loss, including all costs and expenses of whatever nature including attorneys fees, experts
fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including
attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out
of or in any manner related to any negligence, recklessness or intentional misconduct in the
performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
6
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
7
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, 25 and 27.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
8
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender,
gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy,
genetic information or condition, housing status, marital status, familial status, weight or height
of such person. CONSULTANT acknowledges that it has read and understands the provisions of
Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements
and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510
pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
(a) All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter
4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
9
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated f or the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS
26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not
include a public works construction project of more than $25,000, or the contract does not
include a public works alteration, demolition, repair, or maintenance (collectively,
‘improvement’) project of more than $15,000.
OR
26.1 CONSULTANT is required to pay general prevailing wages as defined in
Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and
Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the
Labor Code of the State of California, the City Council has obtained the general prevailing rate
of per diem wages and the general rate for holiday and overtime work in this locality for each
craft, classification, or type of worker needed to execute the contract for this Project from the
Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be
obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall
provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the
adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions
of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813,
of the Labor Code pertaining to prevailing wages.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California
without regard to conflict of law provisions.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
10
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
27.4. This Agreement represents the entire and integrated agreement between
the parties and supersedes all prior negotiations, representations, and contracts, either written or
oral. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement referred to herein are by such reference
incorporated in this Agreement and are deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case
of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall
control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which, when
executed and delivered by all the parties, shall together constitute a single binding agreement.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
11
CONTRACT No. C20174966 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
Chief Procurement Officer
Adrian Brown
APPROVED AS TO FORM:
__________________________
City Attorney or designee
(Required on Contracts over $25,000)
Kevin W. Harper CPA and Associates
By:
Name: Kevin Harper
Title: Owner
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
12
EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel
required by this Task Order as described below.
CONTRACT NO. ISSUE DATE
Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER (MAY BE SAME AS CONTRACT NO. ABOVE)
1B. TASK ORDER NO.
2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT /CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost)
8. ATTACHMENTS: A: Scope of Services B: __________________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
13
EXHIBIT “A”
SCOPE OF SERVICES
1. Research and provide a written comparison of Palo Alto’s City Auditor function with similar
government agencies. Comparisons to include, but not be limited to the following:
a. Duties and organizational placement of independent audit function;
b. Staffing and budget relative to citywide budget;
c. Annual number of audits generated, and cost per audit;
d. Hours spent per audit, both by auditors and responding organizations; and,
e. Other objective measures of audit productivity and effectiveness.
Comparisons:
Internal Auditor + Internal Team
Internal Auditor + Contract Team
Contract Auditor + Contract Team
Additional:
Internal Liaison + Contract Auditor + Contract Team
2. Identify and develop written recommendations for the allocation of responsibilities between
the Office of the City Auditor and responsibilities that fall under other Council Appointed
Officers. Specifically, relative to functions under the City Manager (“the Administration”),
evaluate organizational options associated with placement of audit functions within the
Administration versus independent of the Administration given the ultimate goals of transparent,
efficient, and effective services to the public.
3. Review and provide written best practice comparisons of the current City Auditor
organizational and resource structure compared to other agencies, professional standards, and
applicable research.
Conduct Survey of Other Agencies:
Survey a dozen or more cities with internal performance-audit departments and those who source
most of that work externally, and include a couple of counties, particularly for the “mostly
external” side.
The survey will include local Bay Area cities where possible. Consultant will include a survey
report within the best practice comparisons report.
Questions will include the following:
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
14
For cities with Internal groups
- What is Staff size and budget?
- How many audits per year?
- What is budget for external auditing support?
For cities (or counties) using External agencies
- Cost of a typical performance audit?
- Is quality consistently acceptable?
- Who oversees the engagement? (City Mgr, Dedicated Liaison, CFO … ?)
4. Review and develop written recommendations for the professional qualifications and licensure
required for the City Auditor position.
5. Consult as needed with the City’s Council Appointed Officer Committee throughout the
engagement, and present results to the full City Council upon completion.
6. Additional Services as may be directed in writing by the CITY’s project manager, per Section
1 (“Scope of Services”) and Section 4 (“Not to Exceed Compensation”).
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
15
EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached as
exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between
any of the tasks or categories listed below provided the total compensation for Basic Services,
including reimbursable expenses, and the total compensation for Additional Services do not
exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $ $1,200
(Meet with City Officials)
Task 2 $ 2,400
(Meet with City Auditor and Read Relevant City Documents)
Task 3 $ 7,100
(Survey similar governments)
Task 4 $ 2,025
(Research professional standards and best practices)
Task 5 $ 6,000
(Develop findings and recommendations)
Task 6 $ 7,200
(Write report)
Task 7 $ 1,200
(Review findings and recommendations with City)
Task 8 $ 1,200
(Meeting to present report)
Task 9 $ 1,200
(Project administration)
(Continued on the next page.)
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
16
Sub-total Basic Services $29,525
Reimbursable Expenses $275
Total Basic Services and Reimbursable expenses 29,800
Additional Services (Not to Exceed) $2,980
Maximum Total Compensation $32,780
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are: NOT TO EXCEED $275.
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide Additional Services (as defined in Section 4, entitled
“NOT TO EXCEED COMPENSATION”) only by advanced, written authorization from
the CITY via a Task Order as detailed in Section 1 (“SCOPE OF SERVICES”). The
CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written
proposal including a description of the scope of the Additional Services, schedule, level of
effort, and CONSULTANT’s proposed maximum compensation, including any
reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The
proposed Additional Services scope, schedule and maximum compensation shall be
negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT
prior to commencement of the services, and in accordance with this Agreement. Payment
for any Additional Services is subject to all requirements and restrictions in this
Agreement
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
17
EXHIBIT “C-1”
SCHEDULE OF RATES
Partner $240/hr.
Director/Senior Manager $185/hr.
Manager $160/hr.
Senior Auditor $135/hr.
Staff Auditor $95/hr.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
18
EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT
INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Professional Services
Rev. April 27, 2018
19
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN
(10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE
AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO
AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
DocuSign Envelope ID: 44C2D0EE-A0C8-40F1-BD7F-6C9B9900EB77
Certificate Of Completion
Envelope Id: 44C2D0EEA0C840F1BD7F6C9B9900EB77 Status: Completed
Subject: Please DocuSign: C20174966 K Harper CPA Associates; FINAL 4 Partial Signature.docx
Source Envelope:
Document Pages: 19 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Adrian Brown
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Adrian.Brown@CityofPaloAlto.org
IP Address: 12.220.157.20
Record Tracking
Status: Original
6/17/2019 8:48:06 AM
Holder: Adrian Brown
Adrian.Brown@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Kevin Harper
kharper@kevinharpercpa.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.198.154.207
Sent: 6/17/2019 9:48:32 AM
Viewed: 6/18/2019 4:10:30 PM
Signed: 6/18/2019 4:15:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Beth Minor
Beth.Minor@CityofPaloAlto.org
City Clerk
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/18/2019 4:15:02 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Adrian Brown
adrian.brown@cityofpaloalto.org
Chief Procurement Officer
CIty of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/18/2019 4:15:03 PM
Resent: 6/18/2019 4:15:06 PM
Viewed: 6/18/2019 5:28:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/18/2019 4:15:03 PM
Certified Delivered Security Checked 6/18/2019 4:15:03 PM
Signing Complete Security Checked 6/18/2019 4:15:03 PM
Completed Security Checked 6/18/2019 4:15:03 PM
Payment Events Status Timestamps