HomeMy WebLinkAbout25B - AGMT TRANSLATION SRVCSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 20, 2017
TITLE:
AGREEMENT WITH CESAR VARGAS AND
ASSOCIATES FOR TRANSLATION
SERVICES
{STRATEGIC PLAN NO. 5, 1}
h c
CITY MIANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15' Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Cesar Vargas
and Associates for a three-year period terminating on June 30, 2020 in the total amount not to
exceed $75,000 subject to non -substantive changes approved by the City Manager and City
Attorney.
DISCUSSION
Since 2005, the City has had an agreement with Cesar Vargas and Associates for translation
services at City Council meetings and other City Council related materials including the Five -Year
Strategic Plan, Sunshine and Sanctuary Ordinances amongst other notices. The consultant has
agreed to renew their agreement for the next three years and maintain their current rate which
has not been increased since 2014. The current rate continues to be very competitive and will
allow for continuity of institutional knowledge by Dr. Vargas and his professional team of
translators.
In 2011, the City did an informal request for proposal process. A review of proposals received
determined that the rate by current provider was within a few dollars of other bids received. It is
staffs recommendation that the City continue with current provider who has performed with a high
degree of professionalism for the past 12 years.
STRATEGIC PLAN
Approval of this agreement allows us to meet Goal #5. Community Health, Livability, Engagement
& Sustainability, Priority #1, Establish a comprehensive community engagement initiative to
expand access to information and create opportunities for stakeholders to play an active role in
discussing public policy and setting priorities.
2513-1
Agreement for Translation Services
June 20, 2017
Page 2 of 2
FISCAL IMPACT
Funds in the amount of $75,000 are available in the Clerk of the Council Office fund (account no.
01107031-62300).
Maria D. Huizar,
Clerk of the Council
Exhibit: Proposed Agreement
Fiscal Year
Amount
2017-2018
$25,000
2018-2019
$25,000
2019-2020
$25,000
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutierrez, 3+^^
Executive Director Finance & Mgmt.
Services Agency
25B-2
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of June, 2017 by and between Cesar
Vargas (hereinafter "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
(hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the
field of professional interpretation and translation services of City Council
meetings.
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 he
is knowledgeable in his 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 those services as set forth in Exhibit A, and incorporated by
reference to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit B and incorporated by reference to this
Agreement. The total sum to be expended under this Agreement shall not exceed
$75,000.00 for the term of the Agreement.
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.
TERM
This Agreement shall commence on the date first written above and terminate on
Junc 30, 2020, unless terminated earlier in accordance with Section 13, below. The term of this
Agreement may be extended upon a writing executed by the City Manager and the City
Attorney.
25B-3
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire teen 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 marmer 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.
S. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not
be limited to protection against claims arising from bodily and personal injruy,
including death resulting therefrom and damage to property, resulting from any
act or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts
of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the CITY, its officers, employees,
agents, volunteers and representatives as additional insured(s); (b) be primary
with respect to insurance or self-insurance programs maintained by the CITY; and
(c) contain standard separation of insureds provisions,
b. If applicable, business automobile liability insurance, or equivalent form, with a
combined single limit of not less than $1,000,000 per occurrence. Such insurance
,,hall include coverage for owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the California Labor Code,
Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work Linder this Agreement, Consultant agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
25B-4
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect, by
consultant, without thirty (30) days prior written notice to the City.
(iv) Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
6. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, 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 or its Consultants, subcontractors, agents,
employees, or other persons acting on their 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 terns
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.
25B-5
7. 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.
8. CONFIDENTIALITY
If Consultant receives fi-om 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.
9. 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.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be doomed 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: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
r
Santa Ana, CA 92702-1988
Fax 714-647-6956
With courtesy copies to:
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-647-6515
To Consultant: Dr. Cesar Vargas
8502 E. Chapman Ave. #302
Orange, California 92869
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 seat by mail,
conununication 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 fi•ames, weekends, federal, state, County or City holidays shall be excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, 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 terns 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 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 are not embodied herein.
12. 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.
25B-7
13. 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 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.
14. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities or in connection with any activities 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.
15. 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.
16, PROFESSIONAL LICENSES
Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder Said 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 writhes of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for tennination of this Agreement.
17, 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
r
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 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
fust above written.
CITY OF SANTA ANA CESAR VARGAS
CYNTHIA J. KURTZ DR. CESAR VARGAS
Interim City Manager
ATTEST:
MARIA D. IIUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Ey:
YoluiM. Funk
Assistant City Attorney
25B-9
EXHIBIT A
SCOPE OF SERVICES
In consideration of the mutual and respective promises, and subject to the terms and conditions
hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
a. Consultant shall provide English - Spanish translation/interpretation of the City Council
meeting on an ongoing basis, as requested by City and subject to the availability of Consultant(s).
b. The City shall provide Consultant sufficient preparatory and background materials (such
as meeting agendas and pertinent memos and reports) no later than 48 hours prior to an assignment
so that Consultant may be familiarized and kept abreast of the possible items, terminology,
concepts, and direction to be discussed, which may be broached during said assignment. As these
assigrnnents are meant to be public, live meetings, the City cannot guarantee that items not
presented, implied or hinted to in these preparatory materials will not be brought up during said
assignment.
o. The City shall do its best to provide a working environment conducive to simultaneous
interpretation, which includes, but is not limited to, interpretation equipment, sound booth with
full visual access to Chambers or other meeting venue (as available), and other items that may be
applicable, reasonable and feasible for each interpreting assignment,
d. The City shall set up the interpretation equipment, video/audio feeds to the booth, hand out
and retrieve interpretation receivers to members of the public, and provide other services incidental
and necessary to the interpretation services provided by Consultant.
25B-10
[UNCITRINIP.
COMPENSATION
COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the hourly
rate of $95.00, with a two-hour minimum, which includes up to thirty (30) minutes of preparation,
familiarization and review time. The total compensation to be paid pursuant to this Agreement
shall not exceed $75,000.00 during the term of this Agreement.
Page 9 of 9
25B-11
25B-12