HomeMy WebLinkAboutItem 18 - Approve Agreement for Bilingual Testing Services Human Resources
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Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 6, 2022
TOPIC: Approve Agreement for Bilingual Testing Services
AGENDA TITLE:
Approve Master Agreements for Bilingual Testing Services with ALTA Language
Services, effective September 6, 2022 through June 30, 2024 (General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an Agreement with ALTA Language Services, Inc.
to provide language proficiency testing services not to exceed $100,000, effective
September 6, 2022 through June 30, 2024 with three - one (1) year renewal options,
subject to non-substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The City has a need to supplement internal bilingual testing capabilities. The City currently
has approximately 960 employees receiving bilingual pay for speaking nearly ten different
languages, including American Sign Language. The Agreements will provide the Human
Resources Department with expanded and consistent language proficiency testing
services and the necessary resources to efficiently meet the bilingual testing needs of the
City, including recertification testing.
Staff recommends approval of the Agreements to provide language proficiency testing
and recertification services in an efficient manner, on an as-needed basis by the City. The
Agreements do not guarantee work for either vendor.
ENVIRONMENTAL IMPACT
The consideration and approval of the proposed action do not constitute a project under
the California Environmental Quality Act.
FISCAL IMPACT
The Human Resources Department has budgeted for the service agreements and will do
so accordingly in subsequent fiscal years. The Agreements do not guarantee work for
either vendor.
The estimated expenditures below are strictly approximations; contract authority may be
paid in its entirety during any given fiscal year, expended throughout the term of the
Approve Agreement for Bilingual Testing Services
September 6, 2022
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contract, or not spent at all. Moreover, any contract services and associated expenditures
are subject to available funding in the Human Resources Department budget.
Funds for the ALTA Language Services, Inc. agreement are budgeted and available in
the Human Resources Services, Contract Services-Professional expenditure account
(no. 01109050 – 62300) for FY 2022-23, and the estimated expenditure amount will be
budgeted for FY 2023-24 and 2024-25.
Fiscal Year Accounting Unit –
Account No.
Fund, Account Description Amount
2022-23 01109050-62300 Human Resources Services,
Contract Professional
$50,000.00
2023-24 01109050-62300 Human Resources Services,
Contract Professional
$50,000.00
Total $100,000.00
EXHIBIT(S)
1. Agreement with ALTA Language Services, Inc.
Submitted By: Jason R. Motsick, Executive Director of Human Resources
Approved By: Kristine Ridge, City Manager
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AGREEMENT WITH ALTA LANGUAGE SERVICES
FOR LANGUAGE PROFICIENCY TESTING
THIS AGREEMENT is made and entered into on this 6th day of September, 2022 by and between
ALTA Language Services, Inc., a Georgia corporation, (“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
providing on-call or as-needed certification and testing services for employee language
proficiency.
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 consulting firm 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
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 complete the services described and set forth in Scope of Services - Exhibit A,
attached hereto and incorporated by reference.
2. COMPENSATION
a. This is an on-call or as-needed agreement. City makes no promise of any specific
compensation pursuant to the terms of this Agreement. To the extent that City utilizes
Consultant’s services, 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 $100,000.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on September 6, 2022 and terminate on June 30, 2024,
with the option for the City to grant up to three (3) one (1) year renewals, exercisable by a writing
by the City Manager and the City Attorney to 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 Consultant 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, 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 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 makes 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.
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, its agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
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1. Workers’ Compensation insurance 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 for bodily injury or disease. (Not required if consultant provides written
verification it has no employees)
2. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s
profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000
aggregate.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown
above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor. Any available insurance proceeds in excess of the specified
Minimum limits of insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Consultant including materials, parts or equipment furnished in connection
with such work or operations. General liability coverage can be provided in the form of an
endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary
insurance 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 insurance and shall
not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide 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 waiver of
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
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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.
Claims Made Policies
If any of the required policies provide claims-made coverage:
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 least five (5)
years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form
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 work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies
of the applicable policy language effecting coverage required by this clause. All certificates and
endorsements are to be received and approved by the City before work commences. 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 Contractor, 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)
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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. Notwithstanding the foregoing,
to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
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
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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
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. 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 the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or 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
Contractor, 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 Contractor. 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 Contractor,
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 Contractors retained by City.
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15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written 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:
a. As a condition of such payment, the Executive Director may require Consultant 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.
16. 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.
17. 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 further 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.
18. 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.
19. 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:
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To City:
Clerk of the City 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:
Executive Director,
Human Resources Agency
City of Santa Ana
20 Civic Center Plaza (M-24)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6930
To Consultant:
Rob Jones, CEO
ALTA Language Services, Inc.
3355 Lenox Road NE, Suite 450
Atlanta, Georgia 30326
Fax: (404) 920-3801
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.
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 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.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 Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement.
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(title)
Tax ID#
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
d. The Parties agree that this Agreement may be signed electronically and in
counterparts with each signature page being combined to form one fully executed
original Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CITY OF SANTA ANA
Kristine Ridge
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO ALTA LANGUAGE SERVICES, INC.:
City Attorney
By: for
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Jason Motsick
Executive Director
Human Resources Agency
By:
Title:
Barbara Cozzarini
Corporate Compliance
SignNow e-signature ID: fe6d7b4adc...
08/17/2022 14:43:06 UTC
EXHIBIT A
SCOPE OF SERVICES
I.SCOPE OF SERVICES
CITY OF SANTA ANA
Many of the City’s positions require additional language proficiency by staff to maintain
efficient operations. A certification/testing process is required to validate an employee’s
verbal proficiency, and depending on assignment, their written proficiency, prior to the
City’s authorization of bilingual pay in those positions deemed necessary.
The following activities will be conducted by the CONSULTANT for the CITY:
a)Provide the ability for City staff to assign tests in an efficient, simplified manner.
b)Provide technical user support for both City staff and test taker.
c)Test career employees from the City of Santa Ana for bilingual pay certification.
d)Issue a “certificate of competency” with performance rating or score for each
tested employee that meets the requirements.
e)Maintain data of all assessments conducted and provide reports as
requested.
f)While not required, ability to conduct online/remote testing option is desired.
g)While not required, ability to conduct multiple, concurrent assessments is helpful.
RFP No. 22-067 Language Proficiency Testing Services Page 18 of 32
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT B
COMPENSATION
Fee Proposal including hourly rates if applicable
ALTA Language Services, Inc.
Tel: 404-920-3800 Fax: 404-920-3801 www.altalang.com
Spanish Instructor, inlingua Language and Intercultural Services Inc., Atlanta, GA, 1999-2001
•Evaluated Delta and Continental Airlines staff to qualify for international flights assignments.
•Taught Spanish Language classes to business executives such as Coca Cola Enterprises,
BellSouth, Turner Broadcasting Group, the Center for Disease Control, and other Atlanta
businesses.
•Taught language distance Spanish classes via internet-conferencing.
Education
Georgia State University, Atlanta, GA, 1998 –2000
Translation Certificate Program - English/Spanish
Studied translation techniques for legal, technical, medical, and commercial documentation.
Andrés Bello Catholic University, Caracas, Venezuela, 1985- 1991
Attorney (equivalent of a J.D.)
English, Spanish, and basic knowledge of French
VIII. Pricing
Test (any language)Rate per test
Listening and Speaking (IVR)$55.00
Listening and Speaking (Live)$66.00
Access to the toll-free number for Listening and Speaking
(Live)$2.00
Writing $66.00
Proctoring (ProctorU) (optional)$15.00 (IVR)
$23.00 (Writing)
Job Analysis (optional)$2,000 per position
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