HARRISBURG SCHOOL DISTRICT CONSULTING CONTRACT AGREEMENT THIS CONSULTING CONTRACT AGREEMENT (this Agreement ) is made this 21 st day of September 2015, by and between HARRISBURG SCHOOL DISTRICT (the District ), with its principal office located at 1601 State Street, Harrisburg, PA 17103 and Hasan Educational Consultant, (Consulting Company) with an address as provided in Schedule A. BACKGROUND The District wishes to engage the Consulting Company on an independent contractor basis to provide the services of Barbara J. Hasan ( the Consultant ) in accordance with the terms of this Agreement, and the Consulting Company desires to be so engaged. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Nature of Independent Contractor Position. (a) The District hereby retains the Consulting Company as an independent contractor to provide the services of the Consultant and the Consulting Company hereby agrees to perform the Services and Deliverables as defined below for the District on the terms and conditions set forth in this Agreement. (b) The Consultant will have the job title as specified on attached Schedule A, perform the services specified on attached Schedule A and such other services as reasonably may be assigned to the Consultant and/or the Consulting Company by the Board of School Directors or by its Superintendent, or such Superintendent s designee (the Services ) and perform the deliverables specified on attached Schedule A and such other deliverables as reasonably may be assigned to the Consulting Company and/or the Consultant by the Board of School Directors or by its Superintendent, or such Superintendent s designee (the Deliverables ). Nothing provided herein shall require the District to use the Consultant or the Consulting Company on an exclusive basis for the provision of the Services and Deliverables. (c) Consulting Company may only provide the Consultant for the provision of Services and all other work under this Agreement. The District will not pay for the services of any other individuals provided by the Consulting Company under this Agreement. 2. Term. The term of this Agreement shall commence on the date hereof and shall continue until the End Date set forth on Schedule A unless earlier terminated as provided in this Agreement (the Term ). 1
3. Responsibilities. (a) During the Term of this Agreement, the Consultant and the Consulting Company shall at all times perform the Services and Deliverables in a diligent and timely manner and in compliance with all applicable laws, rules and regulations. (b) During the Term of this Agreement, except as set forth in this Agreement, the Consulting Company shall be responsible for all expenses incurred by the Consultant and the Consulting Company in connection with the provision of the Services and Deliverables, including without limitation, car and travel expenses. 4. Compensation. (a) To compensate the Consulting Company for the Services, the District shall pay to the Consulting Company as set forth on Schedule A attached hereto (the Fees ). Consulting Company shall be paid based on an hourly rate. Consultant shall keep track of his or her time to the quarter (.25) of an hour. Consultant must keep track of all time spent and must submit detailed timesheets in the form of Exhibit B with the Consulting Company s invoices. (b) The Consulting Company shall bill weekly for the Consultant s services using an invoice in the format of Exhibit C. (c) The Consulting Company and the Consultant shall maintain the timesheets that relate to the expenses for services performed under this Agreement for a period of four (4) years from the date of final payment, and shall make these records available to the District and its representatives at reasonable times and with reasonable notice to the Consultant and the Consulting Company. (d) Notwithstanding any other payment provisions of this Agreement, the District reserves the right to withhold payments for the Consulting Company and the Consultant s failure to perform as agreed. The Consulting Company may cure its failure to perform within twenty (20) days of its receipt of a rejection notice, in which case the District will promptly pay the Consulting Company the balance owed. (e) Neither the Consultant nor the Consulting Company shall be entitled to participate in or receive any benefit or right as a District employee under any District employee benefit and/or welfare plans, including, without limitation, employee insurance, pension, savings and security plans. (f) Except as set forth in this Agreement, no other sums whatsoever shall be due to the Consulting Company or the Consultant from the District whatsoever, including but not limited to reimbursement of car or travel expenses or other expense reimbursements. 5. Use of a Computer. The District in its sole discretion may allow the Consultant and/or the Consulting Company to use one or more of its computers or laptop computers (herein collectively Computers ) at its facilities or at other locations. The Consultant and/or the Consulting Company shall solely use the computer for the Consulting Company and/or the 2
Consultant s work pursuant to this Agreement. The Consultant and the Consulting Company shall follow all District relevant policies when using any Computers. These policies include but are not limited to all District computer, internet, and confidentiality policies. 6. Termination. (a) This Agreement may be terminated by the District or the Consulting Company at any time for any reason, with or without cause, by giving fifteen (15) days prior written notice to the other party, after which the Consulting Company or the Consultant shall not be entitled to any other compensation from the District. (b) Immediately upon termination, the Consulting Company shall return any Computers in the Consulting Company or the Consultant s possession. If the Consulting Company or the Consultant do not return any Computer immediately, the Consulting Company agrees to pay the District One Hundred ($100) Dollars a day per computer for every day that the Consulting Company or the Consultant does not return any Computers in the Consulting Company or the Consultant s possession. 7. Confidentiality. The District may provide the Consultant and/or the Consulting Company with access (orally, visually or otherwise) to confidential, proprietary, and highly sensitive information relating to the District, which may include, without limitation, information pertaining to the business, operations, finances, employees, students and parents of the District (collectively, Confidential Information ). The Consultant and the Consulting Company acknowledge that from time to time the District may disclose Proprietary Information to the Consulting Company and the Consultant in order to enable the Consultant to perform the Services. The Consulting Company and the Consultant recognize and agree that the unauthorized disclosure of Proprietary Information could be harmful to the District. Consequently, the Consulting Company and the Consultant agree not: (i) to use, at any time, any Proprietary Information for the Consultant and/or the Consulting Company s own benefit or for the benefit of any person, entity, or company other than the District; or (ii) to disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of the District, except in the performance of the Services, at any time prior or subsequent to the termination of this Agreement, without the express, written consent of the District. The Consultant and the Consulting Company acknowledge that any and all documents, including documents containing Proprietary Information, furnished by the District or otherwise acquired or developed by the Consulting Company and the Consultant in connection with this Agreement (collectively, District Materials ) shall at all times be the property of the District. Upon the termination of this Agreement or association with the District, the Consultant and the Consulting Company shall return to the District any District Materials that are in the Consulting Company or the Consultant s possession, custody, or control. 8. Representations of Consulting Company. The Consulting Company represents and warrants to the District that: (a) The execution and delivery of this Agreement and the compliance with the terms, conditions and provisions of this Agreement by the Consulting Company and the Consultant will not violate or result in a breach of or constitute a default (or an event which 3
might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any contract to which the Consulting Company or the Consultant is a party or any judgment or order of any court or governmental body. (b) The Consultant has not been convicted of any felonies and is properly licensed if a license is necessary to provide the Services. (c) The Consultant has not been convicted of any crimes for fraud, bribery, molestation, sexual misconduct or moral turpitude. correct. (d) The Consultant s credentials as provided in Exhibit A are true and (e) The Consultant provided the resumé contained in Exhibit A to the District as part of the application process for the work provided for under this Agreement. (f) The Consultant provided the required background clearances and checks contained in Exhibit D to the District as part of the application process for the work provided for under this Agreement. 9. Enforcement. The Consulting Company hereby agrees that the District s remedy in the form of monetary damages from any actual or threatened breach by the Consulting Company and/or the Consultant of the obligations, covenants, representations and warranties hereunder, and particularly those contained in Section 6(b), will be inadequate, and that the District shall also be entitled to enforce any provision of this Agreement, and particularly those contained in Section 6(b), by temporary or permanent injunction or other equitable relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting bond or other security to prevent any breach or threatened breach by the Consulting Company or the Consultant hereunder. Any such mandatory equitable relief shall be without prejudice to any other rights or remedies which may be available to the District at law or in equity. 10. Insurance. The Consulting Company understands that neither the Consulting Company nor the Consultant is insured by the insurance policies of the District. The Consulting Company represents and warrants that the Consulting Company has secured and shall maintain at the Consulting Company s own expense all insurance that the Consulting Company and the Consultant are required by law to carry in connection with the Services, as well as commercially reasonable insurance covering risks arising in connection with the Services, including, without limitation, worker s compensation insurance and employer s liability and comprehensive general liability insurance. The Consulting Company shall provide the District with copies of certificates evidencing such coverage for the entire term of this Agreement within ten (10) days of the signing of this Agreement and shall notify the District within ten (10) days of any change, expiration, renewal or termination of such coverage and therewith provide, as appropriate, copies of certificates or notices evidencing such change, expiration, renewal or termination of such coverage. 4
11. Intellectual Property Rights. (a) The parties expressly agree that all work product is work made for hire under the copyright laws of the United States and other countries, and shall be considered work prepared by an employee within the scope of his or her employment or work specially ordered or commissioned for use as a contribution to a collective work. To the extent that any work product is not deemed work made for hire, the Consulting Company and the Consultant hereby assign all copyrights and intellectual property rights to the District. (b) All work product shall become the sole property of the District upon payment, and may be used by the District in any manner during or after the term of the Agreement. 12. Indemnification. The Consulting Company shall indemnify, pay for the costs of defense, and hold the District, its employees, agents, officers and directors, harmless from and against any and all loss, cost, expense, liability or damage, including, without limitation, all reasonable attorneys fees and costs, resulting from a breach by the Consulting Company of any of the Consulting Company s obligations under this Agreement or otherwise arising out of or relating to any actions or activities of the Consultant or the Consulting Company in connection with this Agreement, whether or not in breach of this Agreement, except to the extent that such claims result from the gross negligence or willful misconduct by the District. 14. Independent Contractor Status. The Consulting Company and the Consultant shall at all times be independent contractors and not employees, partners or officers of the District. As an independent contractor, the Consulting Company shall be liable for the Consulting Company and the Consultant s own debts, obligations, acts and omissions, including the payment of all required federal, state and local withholdings, social security and other taxes or benefits on behalf of the Consultant. The Consulting Company and the Consultant shall have no power or authority to enter into contracts or commitments on behalf of the District or to otherwise legally bind or obligate the District. The Consulting Company and the Consultant shall not represent itself/himself/herself to be the agent or representative of the District. 15. Notices. Any notice, request, demand or other communication required or permitted to be given under this Agreement will be sufficient if in writing and if delivered personally, or sent by certified or registered mail as follows (or to such other addressee as will be set forth in a notice given in the same manner): If to District: Dr. Sybil Knight-Burney, Superintendent Harrisburg School District 1601 State Street Harrisburg, PA 17103 5
With copy to: Harrisburg School District 16014 State Street Harrisburg, PA 17103 Attn: Board of School Directors, President If to Consulting Company: Address for the Consulting Company provided in Schedule A. Any such notice will be deemed to be given on the date delivered or mailed, as applicable, in the manner provided above. 16. Validity. With respect to the covenants, representations and agreements contained in Section 8 above, the existence of any claim or cause of action of the Consulting Company and/or the Consultant against the District, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the District of any of the covenants, representations or agreements contained therein. It is understood that any provision of this Agreement which is found to be invalid or otherwise unenforceable is severable and shall not affect the validity of any of the other provisions contained in this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be contrary to any applicable statute, rule, law or regulation or to be for any reason unenforceable, such court may modify this Agreement as needed so as to permit enforcement hereof as modified. 17. Modification and Waiver of Breach. No provision of the Agreement shall be amended, waived or modified except by an instrument in writing signed by the parties hereto. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times. 18. Limitation of Liability. No individual official, employee, or agent of the District shall have any direct or indirect personal liability under or in connection with this Agreement. The District is a local agency and at all times retains its statutory immunity defense as provided by the laws of the Commonwealth of Pennsylvania. 42 Pa. C.S.A. 8501, 8541. 19. Assignment and Subcontracting. (a) The Consulting Company shall not assign this Agreement or any of its rights or obligations without the prior written consent of the District. (b) Neither the Consulting Company nor the Consultant may subcontract to a third party any of the work either receives pursuant to this Agreement. 6
20. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings between the parties with respect to the subject matter hereof. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflict of laws. 22. Headings. The headings in this Agreement are solely for convenience of reference and are not to be given any effect in the construction or interpretation of this Agreement. 23. Approval of Governing Body. The contractual understanding set forth in this written Agreement is valid only if the contract is approved by the governing body of the District. IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written. ATTEST: HARRISBURG SCHOOL DISTRICT Name: Carol Kaufmann Title: Board Secretary BY: Name: Jennifer Smallwood Title: Board President WITNESS OR ATTEST: Consulting Company: BY: Print Name: Print Name: 7
PERSONAL GUARANTEE On this 21 st day of September 2015, in consideration of HARRISBURG SCHOOL DISTRICT (the District ) entering into the foregoing Consulting Contract Agreement ( Agreement ) with Hasan Educational Consultant (Consulting Company) is a limited liability company owned wholly by the undersigned, Barbara J. Hasan ( Guarantor ), Guarantor personally guarantees the performance of all obligations and responsibilities of Consulting Company and herself or any other third party or parties as consultant under the foregoing Consulting Contract Agreement by Consulting Company as well as the indemnification made thereunder. Guarantor hereby agrees that Consulting Company and District may from time to time amend the Agreement by signed and written agreement, and that Guarantor shall remain personally liable on the contract as amended without Guarantor signing the same. Guarantor also agrees that no additional notice of any kind need be given to her or any of the aforesaid third parties as consultants in order to hold the Guarantor liable on this guaranty. Guarantor may be joined in any action against Consulting Company or Consultant or any of the aforesaid third parties as consultants in connection with the Consulting Agreement. District may recover against Guarantor without first bringing suit or recovering against Consulting Company or Consultant or any of the aforesaid third parties as consultants. Guarantor s liability on the contract shall be primary, joint and several with Consulting Company and any of the aforesaid third parties as consultants and not secondary. This guaranty shall inure to the benefit of the District and shall be binding upon the Guarantor and Guarantor s heirs, executors, administrators and personal representatives. This guaranty is executed simultaneously with the foregoing contract and is a material inducement to the District to enter into this Agreement. District hereby accepts this guaranty by entering into the foregoing Agreement. Jurisdiction in connection with any dispute or controversy that arises under this Guarantee shall be only with the Court of Common Pleas of Dauphin County, Pennsylvania. This is a personal guarantee which Guarantor cannot assign. IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written. WITNESS: GUARANTOR: Print Name: Print Name: ADDRESS: See Schedule A 8
SCHEDULE A NAME /ADDRESS OF CONSULTING COMPANY Hasan Educational Consultant 2501 Garrrison Avenue Harrisburg, PA 17110 TAX IDENTIFICATION NUMBER 47-1961811 NAME /ADDRESS OF CONSULTANT JOB TITLE TOTAL COMPENSATION NOT TO EXCEED $42,750.00 Barbara J. Hasan 2501 Garrrison Avenue Harrisburg, PA 17110 CONSULTANT BILLING AND HOURS COMPLETED BY CONSULTING COMPANY AND CONSULTANT MUST ADHERE TO THE FOLLOWING REQUIREMENTS: HOURLY RATE $75.00 START DATE SEPTEMBER 21, 2015 END DATE OF AGREEMENT JUNE 30, 2016 BY THE END OF DECEMBER 2015 NOT TO EXCEED 33% OF MAXIMUM POTENTIAL TOTAL COMPENSATION BY THE END OF MARCH 2016 NOT TO EXCEED 66% OF MAXIMUM POTENTIAL TOTAL COMPENSATION BY THE END OF JUNE 2016 NOT TO EXCEED 100% OF MAXIMUM POTENTIAL TOTAL COMPENSATION LOCATION(S) SERVICES WILL BE PERFORMED SERVICES DELIVERABLES AS REQUESTED BY SUPERINTENDENT OR DESIGNEE HARRISBURG SCHOOL DISTRICT HARRISBURG, PA 1. DATA ANALYSIS; 2. PROFESSIONAL DEVELOPMENT /PROGRESS MONITORING DEVELOPMENT WITH PRINCIPALS 1. PROVIDE WRITTEN REPORTS AND ANALYSIS 2. ATTEND MEETINGS 3. CONDUCT NEEDS ASSESSMENTS 4. DEVELOP AND IMPLEMENT PROGRAMS 9
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Exhibit A Consultant s Resumé which Consultant Submitted to the District 11
Exhibit B Sample Timesheet 12
Exhibit C Sample Invoice 13
Exhibit D Background Checks and Clearances 14