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Home My WebLink AboutEXOTIC LANGUAGES AGENCY (ELA) 3~.) City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM J\ ,' ,/_. COTC Office Use Only Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). ~! i .~9 . i _, ..,_ The agreement with Exotic Languages Agency/ELA Global Dimensions Inc No. 2006-085 was completed on June 30, 2007 and final payment has been made. (List all amendments. Use space below if needed.) Department: CDA/Housin Phone/Ext.: Ext. 2221 1 L~ ~ ~I^. Signature: ~` ,(/~ " Date: November 18, 2009 Revised 07-22-09 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: 1i'-t1"(-N 0'. CM (tXT.G;,lbro,",) N-2006-085 CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this ~ day of July, 2006, by and between ELA Global Dimensions, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and mnnicipal corporation organized and existing under the Constitution and laws of the Slate of California (hereinafter "City"). RECTT ALS A. The City desires to retain a consultant having special skill and knowledge in the field or translation services. 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 perfonned 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 perfonn interpretation and document translation services, as set 10rth in Exhihit A. The parties anticipate most document translations will be English-Spanish I Spanish- English or English-Vietnamese I Vietnamese-English. Consultant is qualified to interpret and translate in the languages set forth in Exhibit A to this Agreement. Consultant shall translate and deliver to City each document within five (5) working days of receiving said document. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shaH be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to Clty 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. 3. TERM This Agreement shall commence on the date first set forth above and terminate on June 30,2007, unless terminated earlier in accordance with Section 12, below. The tel111 or this Agreement may be extended upon a writing executed by the Deputy City Manager for Devclopment Services and/or the Executive Director of the Cummunity Development Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tenn 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 eonstmed 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 snbjcet matter of this Agreement; however, thc 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 in~urance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE In accordancc with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employccs, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any required employer's liability insurance with limits not less than $1,000,000 per accident. Consultant shall maintain Workers Compensation insurance in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be fumished to the City upon execution of this Agreement and shall be approved in form by the City Attomey. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless thc City, its ollicers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compcnsation, restitution, judicial or equitable relief arising out of claims for persunal injury, including hcalth, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persuns acting on their behalf which relates to the services described in section I of this Agreement. The Cunsultant 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due tu personal or property rights arises by reasun ofthe terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect lo its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such infoilllation is reasonably understood to he confidential and/or proprietary, Consultant agrees 2 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 nonpublie infol111ation. Confidential information includes not only written infornlation, 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. Thc 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 faull ofthe Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation ofconlldentiality; (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. 8. 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. 9. 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 te1efacsimi1e or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk ofthe City City of Santa Alla 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Tclefacsimile (714) 647-6956 With courtesy copies to: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-l98~ telefacsimile (714) 647-6549 and: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 3 Santa Ana, Califomia 92702 telefacsimile (714) 647-6515 To Consultant: ELA Global Dimensions, Inc. Cityview Office Plaza 12399 Lewis Street, Suite 102 Garden Grove, California 92840-4628 telefacsimile (714) 703-2730 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication ,hall be addressed and transmitted Lo the new address. If sent by mail, any notice, tender, demand, delivery, or other 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 tclefacsimilc, any notice, tender, demand, delivery, or other 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 fOlth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. 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 hy the City and hy 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 nor the City. Each pmty 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or ,uheontraet 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 mId 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. 12. TERMINA nON This Agreement may be terminated by the City upon thirty (30) days written notice of teImination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant 4 compensation for all services performed by Consultant prior to reccipt of such notice of termination, subjeclto the following conditions: a. As a condition ofsnch payment, the Execntive 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 propcrty 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 he made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as de1iued and prohihited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enlorcement of any ofthe clauses of this Agreement shall he 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. 15. PROFESSIONAL LICENSES Consnltant shall, thronghout the ternl ofthis 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 Calif Ofilia, thc City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such peffilits, licenses, approvals, waivers, and exemptions. Said inability shall be cause lor termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinhelow 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 iffully set forth in the body of this Agreement. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA / / .../ ~/ 1. ' 10 (___~_~d.~-L_-{/-:::::<_ _ ._ _. _<lC-~ PATRICIA E. HEALY Clerk of the Council /)?/?l2----. ~~EAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: M?'~f LJ:c:C-vi Lisa E. Storck Assistant City Attorney ELA Global Dimensions, Inc. ADRIAN President ( t... j.. \.f... TAX 10: 33.0967436 6 EXHIBIT A PRICING SHEETS LANGUAGE INTERPRETATIONrrRANSLATION SERVICES FOR THE CITY OF SANTA ANA The rates shall include fee, travel expenses, mileage, materials and all other services for the completion of the language interpretation/translation services set forth herein. LANGUAGE INTERPRETATION RATES': Lanauaae Hourly No, Time Period Rate Time Period Hourly Rate Normal business hours: After normal business 1 African lam-Som $100,00 hours Som-8orn $120,00 Normal business hours: After normal business 2 American Indian 7am-5pm $100.00 hours Spm-8pm $120.00 . -_.....~~ Normal business hours: After normal business 3 Arabic lam-Spm $100,00 hours Spm-8pm $120.00 Normal business hours: After normal business 4 Armenian lam-5am $90,00 hours 5om-8om $108.00 Normal business hours: After nonnal business 5 Banaladesh lam-Som 100.00 hours Sam-80m $120.00 Nomlal business hours: After normal business 6 Bulaarlan 7am-Som $90,00 hours Som-8om $108.00 Normal business hours: After normal business 7 Cambodian .- 7am.5pm $90.00 hours 5om.Bpm $10B.00 Cantonese Normal business hours: After normal business 8 (Taiwanes_e) 7am-5am $90.00 hours Sam-80m $108.00 Normal business hours: After normal business 9 Mandarin 7am-Sam $90,00 hours Som-8om $108,00 Normal business hours: After normal business 10 Croatian 7am-5pm . .mJ90,00 hours 5pm-Bpm $108.00 Normal business hours: After normal business 11 Farsi lam-5am $90,00 hours Sam-80m $108,00 Normal business hours: After normal business 12 French 7am-5um .$90.00 hours 5pm-8pm $108.00 EXHIBIT A Norma) business hours: After normal business 13 Hebrew 7am-Som $100.00 hours 5om-8om $120.00 Normal business hours: After normal business 14 Hmona 7am-Som $90.00 hours Som-8om $108.00 Normal business hours: After normal business 15 Hunaarian 7am.Som $90.00 hours Som-Bom $10~OO_ , NOImal business hours: After normal business 16 Italian lam-Som $90.00 hours Som 8pm $108.00 Normal business hours: After normal business 17 Jaoanese larn-5orn $100.00 hours Sorn-8om $120.00 Normal business hours: After normal business 18 Korean 7am-Som $90.00 hours Som-8om $108.00 Norma) business hours: After normal business 19 Laotian 7am-5orn $90.00 hours 5nm.Bpm $108.00 Normal business hours: After noonal business 20 Polish 7am-Som $90.00 hours Som-Bom $108.00 Normal business hours: After nonnal business 21 Romanian 7arn-5pm -------- ---- ,$91],,09, _h.'?L.Ir:s.5p~~p~. --- $108.00 Norma) business hours: After normal business 22 Russian 7am-Som $90.00 hours 5om-8om $108.00 Normal business hours: After normal business 23 Samoan 7am.Spm $100.00 hours 5pm.Bpm $120.00 Normal business hours: After normal business - 24 Spanish 7am.5pm $90.00 hours Snm-8nm $108.00 ---- Normal business hours: After normal business 25 Taaaloa 7am-Som $90.00 hours Som.8om $108.00 Normal business hours: After normal business --- 26 Thai 7am.5pm $90.00 hours Som-8om $108.00 Normal business hours; After normal business 27 Urdu 7am-5pm $90.00 hours Sorn-8om $108.00 Nonnal business hours: After nonnal business 28 Vietnamese 7am.5pm $9000 hours 5om-8Dm $108.00 Other Languages Normal business hours: After normal business 29 Not Listed Herein 7am-Som $90.00 hours 5pm-8pm $108.00 Other Dialects Not Normal business hours; After normal business 30 Listed Herein 7amM5um $100.00 hours 5pm-8pm $120.00 "NO SHOW" APPOINTMENT COMPENSATION: 2 HOUR(St MINIMUM CHARGE FOR INTERPRETATION SERVICES IS: 2 HOUR(St FOR NEXT DAY APPOINTMENT REQUESTS SHALL BE RECEIVED BY ---l PM (A 24-HOUR NOTICE SHALL BE THE STANDARD) THERE IS AN EXTRA CHARGE FOR ALL EMERGENCY ("SAME DAY") APPOINTMENTS OF 25% OF THE APPLICABLE HOURLY RATE. THE AMOUNT WILL BE ADDED TO THE TOTAL AMOUNT OF THE INVOICE. THE CONTRACTOR IS RESPONSIBLE FOR LETTING THE HCA STFF KNOW WHEN THIS EXTRA CHARGE WILL APPLY. *TRANSLATlON OF MEDICAL RECORDS, INSTRUCTIONS, FORMS AND OTHER DOCUMENTS PROVIDED AT THE TIME OF A CLIENT'S REGULAR APPOINTMENT IS INCLUDED IN THE HOURLY RATE FOR INTERPRETATION ~ERVICES LISTED ABOVE. CONTRACTOR SHALL NOT BILL !-leA ADDITIONAL CHARGES. PRICING SHEETS - TRANSLATION OF MEDICAL RECORDS, DOCUMENTS, FORMS AND GENERAL INSTRUCTIONS LanauaoE'! Rate per word - Regular Rate per word -RUSH delivery No. .. deri:-,~ry JQI? hours or more -- less than 72 hours .',---_., 1 African $0.40 $0.40 2 American Indian $0.40 $0.40 3 Arabic $0.40 $0.40 .. 4 Armenian $0.35 $0.40 5 Banoladesh $0.35 $0.40 6 Bulaarian $0.35 $0.40 7 Cambodian $0.35 $0.40 8 Taiwanese $0.35 $0.40 9 Chinese Simpli~_ed $0.35 $0.40 10 Croatian $0.35 $0.40 11 FarsI $0.40 $0.40 12 French $0.30 $0.35 13 Hebrew $0.40 $0.40 14 Hmono $0.40 $0.40 15 Hunoarian $0.40 $0.40 16 Italian $0.30 $0.35 17 Jallanese $0.42 $0.40 18 Korean $0.40 $0.40 19 Laotian $0.40 $0.40 20 Polish $0.35 $0.40 21 Romanian $0.30 $0.35 22 Russian $0.30 $0.35 n.--'_'_ 23 Samoan $0.40 $0.40 24 Spanish $0.24 $0.28 25 Taoaloo $0.38 $0.40 26 ThOli $0.40 $0.40 27 Urdu $0.40 $0.40 28 Vietnamese $0.30 $0.35 MINIMUM CHARGES FOR TRANSLATION OF MEDICAL RECORDS IS:.1.!!.!L WORDS (AT THE RATE SHOWN ABOVE FOR DlFFERENT LANGUAGES) MINIMUM CHARGES FOR TRANSLATION OF OTHER DOCUMENTS IS: 100 WORDS (AT THE RATE SHOWN ABOVE FOR DIFFERENT LANGUAGES) MINIMUM CHARGES FOR TRANSLATION OF VARIOUS INSTRUCTIONS: 100 WORDS (AT THE RATE SHOWN ABOVE FOR DIFFERENT LANGUAGES) MINIMUM CHARGES FOR TRANSLATION AND FORMATTING 0.' 8LANK FORMS: $150.00/PAGE THE VOLUME DISCOUNTS FOR DOCUMENTS OVER 20. 50.100 PAGES IS: VOLUME DISCOUNT RATE FOR DOCUMENTS OVER 5000/20 WORDSIPAGES - IS 2%/ WORD VOLUME ]}ISCOUNT RATE FOR DOCUMENTS OVER 12 000/50 WORDSIP AGES - IS 3%/ WORD VOLUME DISCOUNT RATE FOR DOCUMENTS OVER 25.000/100 WORDSiPAGES - IS 5%/ WORD AUG-14-2006 08'44 CITY OF SRNTR ANA HOUSING 714 667 ~ ~.~2/~2 N-2006-085 WORKERS' COMPENSATION DECLARATION I bereby affirm Wl<Ier pemlty of pajwy. the following declaration: 1 certify that dwing the lorm ofmy contract with th. City of Sonia Ana and/or the Community Red.....lopment Agency of the City of Santa Ana. I will not employ my p<lr$0ll in llIl)I manner &0 as to become subject to the worlws' compODSation law; of California, and agroo llUit if I sbould become subject to tho workels' compensation provisions of Section 3700 of the Labor Code, I sbAll forthwith comply with those provisions. DATE,) "" /1{- Or hA- 6UJ ~ ~ C' A. ~'-L By. f--:- Name: MJ2<'/hsJ i1- 0/1 /'tf.?IL oJ Title: (' eO Tclephone:--rr't -?o '( - ff If WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SBALL SUBJEcr AN EMl'LOYER TO CRlMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOOSAND DOLLARS (5100,000). IN ADDITION TO l1IE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECfION 3706 OF THE LABOR CODE, INTEREST, AND ATTOaNEv'S FEES. ~;:\. ~e'" ~ 'l~ . e-V'P~ p>~~$. C ",-<,O'i'-c'f. \,oi ! - <.. ~ f'-\\O' \-\'Of'- , C\\~ 's'!>\' ~so;\ TOTRL P.02 ~e 39~d ~l3 eLSneLptL ~s:~t gee~/pl/se