HomeMy WebLinkAboutMENTE INC. dba CESAR VARGAS (2)INSURANCE ON FILE N-2023-147
WORK MAY PROCEED
UNTIL INSURA CE EXPIRES
N CITY CLERK
DATE: AGREEMENT WITH CESAR VARGAS & ASSOCIATES
TO PROVIDE TRANSLATION SERVICES
THIS AGREEMENT is made and entered into this 7th day of June, 2023, by and between MENTE,
Inc., a California corporation dba Cesar Vargas & Associates (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").
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RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
English - Spanish translation/interpretation of the City Council meeting, translate election -
related material, and varied Clerk of the Council outreach efforts.
B. Consultant represents that it is able and willing to provide such services to the City.
Consultant has provided said services under Agreement No. N-2022-153, which expired
on September 30, 2022. The parties then agreed to a short-term agreement for said services,
(which expired on May 4, 2023) during the City's bid process for translation services, as
required by the Santa Ana Municipal Code, which is pending.
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 those services as set forth in Exhibit A, which are incorporated
by reference to this Agreement. Additional translation services, in furtherance of the details shared
in Exhibit A, must be approved in writing by the City.
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, which are incorporated by reference to
this Agreement. The total sum to be expended during the term of this Agreement,
including any extension periods as set forth in Section 3 below, shall not exceed
Twenty -Five Thousand Dollars and Zero Cents ($25,000.00).
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 that 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 June 1, 2023 and end on December 31, 2023, unless
terminated earlier in accordance with Section 15, below. The term of this Agreement may be
extended for an additional six (6) month period upon a writing executed by the City Manager and
the City Attorney.
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, 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, his agents,
representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance
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1. Commercial General Liability (CGL): Insurance Services Office
Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate
limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any
auto (Code 1), or if Consultant has no owned autos, hired, (Code 8)
and non -owned autos (Code 9), with a limit no less than $1,000,000
per accident for bodily injury and property damage.
3. 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 for bodily injury or disease.
4. Professional Liability (Errors and Omissions): insurance
appropriate to the Consultant's profession, with limit no less than
$1,000,000 per occurrence or claim, $2,000,000 aggregate.
5. Broader Coverage: if the Consultant maintains broader coverage
and/or higher limits than the minimums shown above, the City
requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
b. Other Insurance 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 connectionwith 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 if notavailable, through the
addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 2037 if a later edition is used).
2. Primary Coverage: For any claims related to this contract, the
Consultant's insurance coverage shall be 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 -
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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.
3. Notice of Cancellation: Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to
the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver
of any right to subrogation that 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.
S. Self -Insured Retentions: Self -insured retentions must be declared
to and approved by the City. The City may require theConsultant 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.
6. 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.
7. Claims Made Policies (applicable only to professional liability):
The Retroactive Date must be shown, and must be before the
date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance
must be provided for at least five (S) years after completion
of the contract of work.
iii. 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 (S) years after completion of work.
8. Verification of Coverage: Consultant shall furnish the City with
original Certificates of Insurance including all required amendatory
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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.
9. Subcontractors: Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify
these requirements, including limits, based on the nature of therisk,
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
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 Consultant'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 Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
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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
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,
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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
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
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
be construed to limit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
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 produet(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 that 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
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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:
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
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 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
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N-2023-147
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. 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.
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
onathan T. Martine
Assistant City Attorney
CITY OF SANTA ANA
Kristine Ridge"
City Manager
CONSULTANT:
0',W144-)
By: Cesar Vargas
Title: Executive Director
Page 9 of 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, translate election -related material, Clerk of the Council outreach efforts 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 assignments 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,
c. 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.
EXHIBIT B
COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its interpretation services,
the hourly rate of $125.00 (one hundred twenty-five dollars), with a two-hour minimum, which
includes up to thirty (30) minutes of preparation, familiarization and review time.
For written translations, the rate is $0.20 (twenty cents) per word translated into the Target
Language. Upon City's request of a Rush Translation, a 50% (fifty percent) surcharge shall apply
to the written translation rate above when requesting a shorter than usual translation turnaround
time, or with projects that require a substantial part of the work to be done on Saturday, Sunday or
other holidays, or when other projects must be pushed back to accommodate the City's request.
Consultant shall notify the City beforehand if and when a Rush Fee would apply, and the City has
the ultimate decision as to whether to authorize the Rush turnaround time.
Middleton, Samuel
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Tuesday, June 27, 2023 9:46 AM
To: cavargas@hotmail.com; !City Clerk; Orozco, Norma;
sariah.devereaux.t8lb@statefarm.com
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Mente Inc
Name:
Project N-2023-147
Number:
Project AGREEMENT WITH CESAR VARGAS & ASSOCIATES TO PROVIDE
Name: TRANSLATION SERVICES
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION
NUMBER DATE
AUTOMOBILE LIABILITY CAAI I IO14655 1 11/01/2023
GENERAL LIABILITY
PROFESSIONAL LIABILITY
WORKERS' COMPENSATION
Thank you,
COI DATE
06/27/2023
FILE NAME
XCAA040-
CesarVargas-
2023.pdf
COI City of
92EKV8254 05/16/2024 06/15/2023 Santa Ana-2023-
2024.pdf
WAIVER 06/21/2024 06/22/2023
WAIVER 06/21/2024
NoEmployees-
NoProfessional-
Statement-
2023.pdf
oEmployees-
06/22/2023 NoProfe
Nssional-
Statement-
2023.pdf
1
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Mente Inc
Name:
Project
N-2023-147; PO 5926
Number:
Project AGREEMENT WITH CESAR VARGAS & ASSOCIATES TO PROVIDE
Name: TRANSLATION SERVICES
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION
TYPE OF INSURANCE COI DATE FILE NAME
NUMBER DATE
CesarVargas-
AUTOMOBILE LIABILITY CAA111014655 11/01/2024 11/02/2023 AutoInsurance-
2023-2024.pdf
COI City of
GENERAL LIABILITY 92EKV8254 05/16/2024 06/15/2023 Santa Ana-2023-
2024.pdf
NoEmployees-
NoProfessional-
PROFESSIONAL LIABILITY WAIVER 06/21/2024 06/22/2023
Statement-
2023.pdf
NoEmployees-
NoProfessional-
WC LIABILITY WAIVER 06/21/2024 06/22/2023
Statement-
2023.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
11/3/2023 11:31 AM