HomeMy WebLinkAboutVILLEDA, RONALDOUHAN'CE ON FILE
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CONSULTANT AGREEMENT
CITY OF SANTA ANA
N-2022-123
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lD(Anr�(}pf#t THIS AGREEMENT is made and entered into on this 27th day of April, 2022 by and between
Ronaldo Villeda, (`Consultant"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
data collection and analysis, program evaluation, public policy, and community
engagement.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consultant in their field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required
to fully and adequately provide administrative, constituent, and legislative support
services for Councilmember Johnathan Ryan Hernandez ("Councilmember") as
provided in this Agreement and in the Scope of Services, Exhibit A, attached hereto
and incorporated by reference.
b. At the direction of Councilmember, Consultant shall perform a variety of
administrative, constituent, and legislative functions and tasks, including, but not
limited to, conducting complex administrative studies, researching and responding to
constituents' inquiries, drafting written communications involving strategy, policies,
and/ or procedures, coordinating assigned project activities, where necessary.
c. As may be required for services at City Hall, the City may provide temporary office
space, and facility access — consistent with City procedures — should Consultant require
limited access to perform services required by the Councilmember. Consultant shall
maintain a business location separate from City and Consultant understands that such
temporary office space and/or facility access is not required by the City but provided
to the Consultant on an as -needed basis. City shall provide Consultant with a city e-
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mail address for use by Consultant in all services performed under this Agreement, and
Consultant agrees to use such e-mail address for this purpose.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Compensation - Exhibit B. The total amount
to be expended during the term of this Agreement shall not exceed $30,000.
b. Consultant agrees and understands that the not -to -exceed amount, provided above,
includes reimbursement for all out-of-pocket expenses, including but not limited to,
mileage, copying costs, and mail services authorized at the sole direction of the
Councilmember in connection with the performance of duties under this Agreement.
c. Consultant shall submit monthly invoices to City for work performed during the billing
period. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
3. TERM
This Agreement shall commence on the date first written above, and terminate on April 30,
2023, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by the Consultant shall be provided in a manner consistent with all applicable standards
and regulations governing such services. Consultant shall pay all salaries and wages, benefits,
employer's social security taxes, unemployment insurance, and similar taxes relating to employees
and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a lion -exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
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Documents & Data. Consultant makes no such representation aid warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder and the results of that work by the Consultant, his agents,
representatives, employees or subcontractors.
Coverage shall be at least as broad as:
1. Automobile Liability: Insurance Services Office Form Number CA 000t
covering, Code (any auto), or if Consultant has no owned autos, Code 8 (hired)
and 9 (non -owned), withlitnit no less than $1,000,000 per accident for bodily injury
and property damage. (Not required if consultant does not require an automobile
to provide services.)
Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be
primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as
respects the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Consultant's insuranceand shall not contribute with
it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled,
except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer
of said Consultant may acquire against the City by virtue of the payment of any
loss under such insurance. Consultant agrees to obtain any endorsement that may be
necessary to affect this waiverof subrogation, but this provision applies regardless
of whether or not the City has received a waiver of subrogation endorsement from
the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may
require the Consultant to purchase coverage with a lower retention or provide proof
of ability to pay losses and related investigations, claim administration, and defense
expenses within the retention. The policy language shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the named insured
or City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
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Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at leastfive
(5) years rafter completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made
policyform with a Retroactive Date prior to the contract effective date, the
Consultant must purchase "extended reporting" coverage for a minimum of five (5)
years after completion of contract work.
verification of Coverage
Consultant shall furnish the City with original Certificates of Insurance including all
required amendatory endorsements (or copies of the applicable policy language
effecting coverage requiredby this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing allpolicy endorsements to City before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Consultant's obligation to provide them.The City
reserves the right to require complete, certified copies of all required insurance
policies,including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting
all the requirements stated herein, and Contractor shall ensure that City is an
additional insured on insurance required from subcontractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the
nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages,just compensation, restitution, judicial or equitable relief arising out of claims for
personal 'injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
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compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
a. Consultant represents that neither it nor any of its officers, partners or employees has a
financial interest, as defined in Section 87403 of the Government Code, in the subject
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matter of this Agreement other than the right to receive payment from City for services
rendered.
b. Consultant agrees that it shall not make, participate in making, or in any way attempt
to use its position as consultant to influence any decision of City in which Consultant
knows, or has reason to know, that any of its officers, partners or employees has a
financial interest as defined in Section 87103 of the Government Code.
c. Consultant warrants that neither Consultant nor any of its officers, partners or
employees, has any financial interest in any real property, building or structure within
2,500 feet of the location of any project or assignment to which this Agreement may
apply in the City of Santa Ana. Consultant agrees to disclose to City any financial
interest in such property as may be acquired by its officers, partners or employees
during the term of this Agreement.
d. In accordance with the City's Conflict of Interest Code, Consultant shall file a Statement
of Economic Interests (Form 700) with the Fair Political Practices Commission.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender ideity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in any services provided under this Agreement. Consultant
affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreementmay not be modified except by written instrument
signed by the City and Consultant. The parties agree that any terms or conditions of any purchase
order or other instrument that are inconsistent with, or in addition to, the terms and conditions
hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which is not embodied
herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
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first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
City Manager
City Manager's Office
City of Santa Ana
20 Civic Center Plaza (M-31)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
Ronaldo Villeda
Consultant
1951 E Dyer Road
Santa Ana, CA, 92705
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth oil the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City filly, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
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N-2022-123
b. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
by this Agreement. This shall not apply where the Patties are currently engaged
and Consultant is providing services not contemplated by this Agreement
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
aom '
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: 4�4 �w-F�
John MGFunI<
Sr. Assistant City Attorney
CITY OF SANTA ANA
Kr Z Ridge
City Manager
CONSULTANT:
Ron do Villeda
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EXMBIT A
SCOPE OF SERVICES
Consultant shall perform a variety of administrative, constituent and legislative functions and tasks,
including but not limited to, the following:
Policy and Research
• Conduct research, which includes data collection analysis, and prepare comprehensive written
reports relating to municipal programs relevant to the City and assigned research topics.
• Provide advice and recommendations to the Councihnember on policy issues.
• Draft written communications involving policies and/or procedures relevant to the City.
• Coordinate special projects assigned by the Councilmember.
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I*1411113YI�:i
COMPENSATION
1. All work performed by the Consultant shall be paid for at an hourly rate. The hourly rate to be
paid for such work shall be $30.76 per hour. The amounts payable to Consultant shall be
computed by multiplying the appropriate hourly rates prescribed in this Agreement by the
number of hours worked.
2. Consultant shall submit monthly invoices that detail the work conducted during each billing
period. A billing period means the period beginning the first day of a particular month and
ending the last day during such month, during the term of the agreement.
3. Each invoice will be submitted by Consultant to Councilmember for review and initial approval.
4. After each invoice is initially approved by Councilmember, the invoice shall be forwarded to the
City Manager or their designee for review and final approval. The City Manager's final approval
of each invoice is subject to initial approval from the Councilmember.
5. If the invoice is approved, a payment will be made within 45 days of receipt of invoice, subject
to City accounting procedures.
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SANTA ANA, CA
Dear City of Santa Ana,
(. 0OR
JuIj) cGT
HOOPS 4 JUSTICE
Digitally signed by Tori
Tori Pierson Piers°"
Date: 2022.05.0414:44;13
-07'00'
EST. 2021
I hereby declare that I, Ronaldo Villeda, engaged as an independent contractor to
provide City Council Aide Services to Councilmember Johnathan Ryan Hernandez,
will not require the use of an automobile in order to complete the scope of services
outlined in the agreement for City Council Aide Services.
If at any future date these circumstances change, and if I determine that I will require
the use of an automobile to complete the scope of services outlined in the agreement
for City Council Aide Services, I will comply with Section 6 ("Insurance") of said
agreement and will acquire and maintain automobile liability insurance as described
in the agreement.
Sincerely,
zl v
Ronaldo Villeda
Consultant
949) 942 - 0154
1951 F. DYER 11r) '+549
SANTA ANA, CA 92705
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