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HomeMy WebLinkAboutGALLEGOS, KRYSTAL II1SI '%*Cf NOT REQUIRED W(r,,t?K 14,AY PROCEED 'JTY CLERK N-2025-185 DATE: JUL 11 2025 0.0m v(z�uez(vZ� COUNCIL AIDE PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into on this 1st day of July, 2025 by and between, Krystal Ivy Gallegos ("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 obtain the services of a Consultant to provide administrative, constituent, and legislative support for a member of the Santa Ana City Council. B. Consultant represents that Consultant is qualified to perform these services. C. In undertaking the performance of this Agreement, Consultant represents that Consultant 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 in the 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 Hernandez ("Councilmember") as provided in this Agreement and in the Scope of Services as described in subsection b below. 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, and serving as a liaison, where necessary. c. As may be required for services performed while at City Hall, the City may provide access to the Councilmember's office space — 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 access to office space is not required by the City but provided to the Consultant on an as-needed basis and should only be used when City Hall is open to the public or while the Councilmember is present. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the hourly pay rate of$30.00 for services rendered pursuant to this Agreement. Consultant Page 1 of 12 agrees and understands that no changes to this pay rate shall be made during the term of this Agreement and that monthly billing pursuant to this Agreement, shall not exceed a total sum five thousand dollars ($5,000,00) per month. The total sum to be expended under this Agreement shall not exceed thirty thousand dollars ($30,000.00) during the term of this Agreement. 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. The City shall not make any separate payments for any of the above expenses. c. Consultant shall submit monthly invoices to City for work performed during the billing period. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed,subject to City accounting procedures. Monthly invoices shall be in substantially the form attached hereto as Exhibit"A." 3. TERM This Agreement shall commence on July 1,2025 and terminate on June 30,2026,unless terminated earlier in accordance with Section 19, 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 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. POLITICAL CAMPAIGN ACTIVITIES a. Consultant is prohibited from the following political campaign activities while this Agreement is in place: 1) Acting as campaign treasurer/manager or a campaign consultant for any candidate for Santa Ana City Council or Mayor; 2) Campaigning for any candidate for Santa Ana City Council or Mayor and at the same time,working pursuant to this agreement and/or charging the City for the time spent campaigning pursuant to this agreement; 3) Using City equipment, supplies or resources to campaign for any candidate for Santa Ana City Council or Mayor; 4) Accepting any campaign contributions on behalf of any candidate for Santa Ana Page 2 of 12 City Council of Mayor; 5) Campaigning while wearing any attire or logo that identifies you as a Consultant for the City of Santa Ana; 6) Campaigning while using any City room, building, or location that has not been specifically designated for political speech; 7) Receiving any payment or reimbursement from a campaign candidate for Santa Ana City Council or Mayor or their campaign account; and/or 8) Opening a campaign committee or pulling nomination papers to run as a candidate for Santa Ana City Council or Mayor. b. Consultant will sign the declaration attached hereto as Exhibit B acknowledging said prohibitions. 6. PROHIBITION AGAINST APPOINTMENT TO CITY BOARD OR COMMISSION Consultant is prohibited from accepting appointment or continuing with any prior appointment to any City Board or City Commission set forth in Chapter 2 of the Santa Ana Municipal Code while this Agreement is effective. 7. BACKGROUND CHECK Consultant agrees to submit to a background check including, but not limited to, a live scan and records check to City's satisfaction. Failure to do so is grounds for termination of this Agreement. S. 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 non-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 Documents & Data. Consultant snakes no such representation and 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. 9. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Page 3 of 12 Minimum Scope and Limit of Insurance. • Automobile Liability: Insurance Services Office Form CA 00 01 covering Code I (any auto), with limits no less than$1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies,with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies)agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City. Ten(10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, City Manager's Office, 20 Civic Center Plaza M-31, Santa Ana,CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. 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 Page 4 of 12 ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers, Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII,unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, ecrtified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Events Coverage. Special events coverage is available and can be purchased by Consultant. Use this link to learn more: https://2sparta.com/sclip application.php. 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. 14. 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 I 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 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. 11. 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. Page 5of12 12. 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. 13. 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. 14. 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 87103 of the Government Code, in the subject 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. Page 6of12 d. In accordance with the City's Conflict of Interest Code, if determined by the City Manager to be a designated position, Consultant shall file a Statement of Economic Interests (Form 700) with the Fair Political Practices Commission. 15, NON-EXCLUSIVE Consultant understands and agrees that this is a non-exclusive Agreement and City may enter into other agreements with other consultants and may use any of the contractors with whom City has contracts and, therefore, the City cannot estimate nor guarantee the volume or amount of work to be received by Consultant under this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed,religion, sex, marital status, sexual orientation, gender identity, 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. 17. 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 Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terns 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. 18. 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 be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 19. TERMINATION This Agreement may be-terminated by the City upon thirty(30)days wHtten notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination,subject to the following conditions: Page 7 of 12 a. As a condition of such payment, Consultant may be required to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Consultant's term shall automatically terminate immediately if, at any time, the Councilmember or Mayor is no longer an elected member or Mayor of the Santa Ana City Council. 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties firrther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 22. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 23. NOTICE Any notice,tender,demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by 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: City Clerk City of Santa Ana Page 8 of 12 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza(M-31) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Krystal Ivy Gallegos 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 on 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. 24. 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 fully, 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. b. All Exhibits referenced herein, if any, and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 9of12 SIGNATURE PAGE _ COUNCIL AIDE PROFESSIONAL SERVICES AGREEMENT FOR KRYSTAL IVY GALLEGOS IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF S TA ANA Jennif L. a Alvaro Nunez Ci City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT City Attorney By: J an T. Martinez Irystal I y Gallegos Assistant City Attorney Page 10 of 12 EXHIBIT A Monthi Year • Your r Street Address Invoice#: City, ST Zip Code Agreement#: Phone Date: Bill To: City of Santa Ana 20 Civic Center Plaza Hourly Rate: Santa Ana, CA 92701 Total Billable Hours: Amount Due: Date Start Time Time Out Description Performed 3= 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Page 1 1 of 12 EXHIBIT B Acknowledgment Regarding,Political Activities Prohibitions I, Krystal Ivy Gallegos, am an independent contractor working as a Council Aide pursuant to this Agreement. 1. I acknowledge and agree that during the term of this Agreement, I will not participate or conduct the following political activities: a) Acting as campaign treasurer/manager or a campaign consultant for any candidate for Santa Ana City Council or Mayor; b) Campaigning for any candidate for Santa Ana City Council or Mayor and at the same time,working pursuant to this agreement and/or charging the City for the time spent campaigning pursuant to this agreement; c) Using City equipment, supplies or resources to campaign for any candidate for Santa Ana City Council or Mayor; d) Accepting any campaign contributions on behalf of any candidate for Santa Ana City Council of Mayor; e) Campaigning while wearing any attire or logo that identifies you as a Consultant for the City of Santa Ana; f) Campaigning while using any City room, building, or location that has not been specifically designated for political speech; g) Receiving any payment or reimbursement from a campaign candidate for Santa Ana City Council or Mayor or their campaign account; and/or h) Opening a campaign committee or pulling nomination papers to run as a candidate for Santa Ana City Council or Mayor. 2. I acknowledge and understand that failure to abide by any of the above prohibitions are grounds for immediate termination of this Agreement. Signed this 30 day of June , 20 25. Kx stal Ivy Gallegos 404�>_ (Name of Consultant) (Signature of Consultant) Date (Name of Witness) (Signature of Witness) Page 12 of 12 CITY OF SANTA ANA &V`X Risk Management a division of Human Resources Managing Risk through Awareness and Action AFFIDAVIT OF EXEMPTION FOR PROFESSIONAL LIABILITY INSURANCE I Krystal Ivy Gallegos (`Representative"), attest that I am an authorized (Name and Title of Vendor Representative) representative of City of Santa Ana, Councilmember Hernandez p ("Company"), and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana, agreement number TBID ("Agreement")to provide Council Aide ("Services"): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana, Company will not use the services of an expert necessitating professional liability/el•rors &omissions liability insurance coverage in the performance of Services to, for, or on behalf of City of Santa Ana. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum professional liability insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. 40�� 6/30/2025 61 Signature Date — Krystal Ivy Gallegos Print Name Ms. Title Contact Information,i.e.,Telephone Number and/or Email Address Affidavit of Exemption for Professional Liability Insurance 11.12.2024 CITY OF SANTA ANA Risk Management a division of Human Resources Managing Risk through Awareness and Action AFFIDAVIT OF EXEMPTION FOR AUTOMOBILE LIABILITY INSURANCE 1, Krystal Gallegos ("Representative"),attest that I am an authorized (Name and Title of Vendor Representative) representative of City of Santa Ana, Councilmember Hernandez an("Com P Y"),and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana,agreement number ! B D ("Agreement") to provide Council Aide ("Services"): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana, Company employees, consultants, representatives, and agents will not use and/or drive any Company owned/rented/leased/borrowed vehicles to perform Services to, for, or on behalf of City of Santa Ana. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum automobile liability insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. 6/30/2025 Signature Date° Krystal Gallegos Print Name MS Title Contact Information,i e.,Telephone Number and/or Email Address Affidavit of Exemption for Automobile Liability Insurance 11.12.2024