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HomeMy WebLinkAboutSALLY LOW & ASSOCIATES, INC. (2)City of Santa Ana ' ~.., ~ Clerk of the Council AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with ~~,~~r ~' U L . No. ~ •- ~(~ (~ ~ - , ~ Z was completed on ~ ~V and final payment has been made. ~~ Department: Phone/Ext.: Signature: Date: Revised 12-07-07 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES hJC - l 0 - l -~d CLERK OF COUNCIL DATE: lo,q,o7 CONSULTANT AGREEMENT N-2007-112 THIS AGREEMENT made and entered into this 27`h day of September 2007, by and between Sally Low & Associates, Inc., a California corporation (hereinafer "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 (hereinafrer "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing document 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 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: SCOPE OF SERVICES Consultant shall translate the City's Ballot Measures, attached hereto as Exhibits A-1 and A-2, respectively, into Chinese, Korean, Spanish and Vietnamese. City may request additional services, in writing, which will be provided on the terms and conditions set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth in Exhibit B. The total sum to be expended under this Agreement shall not exceed $5,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 12, below. In an effort to provide continuous service, those translation services provided since August 1, 2007, shall be included within the Scope of Services of this Agreement. 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-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 furnished to the Ciry upon execution of this Agreement and shall be approved in form by the City Counsel. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the director indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of 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 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. 7. 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. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, Califomia 92702 telefacsimile (714) 647-651.5 To Consultant: Sally Low & Associates, Inc. 600 W. Santa Ana Blvd., Suite 208 Santa Ana, Califomia 92701 telefacsimile (714) 834-9035 A party may change its address by giving notice in writing to the other party. 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 telefacsimile, 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. 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 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 nor 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. 11. 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. 12. 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 far 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 standazd 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 defined and prohibited 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, 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. 15. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. ATTEST: ~/ PA RICIA . HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: Assistant City CITY OF SANTA ANA DAVID N. RE City Manager TAX lD: 38.p545695 Vice President EXHIBIT A-1 CITY OF SANTA ANA TEXT FOR BALLOT MEASURES FEBRUARY 5, 2008 ELECTION In the event Measure is approved, shall the Santa Ana Charter be amended to make board and commission terms correspond with those of the Yes City Council? Charter Section 901. I No Sec. 901. Appointments, removals, vacancies, terms. (a) Except as otherwise specified in this charter, the member of each of the appointive boards and commissions shall be appointed, and may be removed, by the city council, subject in both appointment and removal by the affirmative votes of a majority of the members. For boards or commissions having at least seven (7) members, the city council shall select members from nominations made by the council member (or the mayor in the case of the city-wide seat) whose term coincides with that board or commission seat, (as determined by the city council in accordance with subsection (e), below), together with nominations from any other member of the council. All other appointments shall be as determined by this charter, or by the city council from time to time. (b) Vacancies from whatever cause arising shall be filled in the same manner. Upon a vacancy occurring leaving an unexpired portion of a term, any appointment to fill such vacancy shall be for the unexpired portion of such term. All terms shall begin on the same date as city councilmember terms as provided in section 400 of this charter. (c) If a member of a board or commission absents himself from three (3) regular meetings of such board or commission, consecutively, unless by permission of such board or commission expressed in its official minutes, or is convicted of a crime involving moral turpitude, or ceases to be a qualified elector of the city, his office shall become vacant and shall be so declared by the city council. (d) Except as otherwise provided in this section, the members of such boards and commissions shall serve for a term of four (4) years and until their respective successors are appointed and qualified, but in no event shall any person be eligible for reappointment who has served t~ve-(~~ three 3 consecutive terms of four (4) years each, irrespective of what seat or seats the member is appointed to by the city council. Notwithstanding the foregoing, one seat shall be a city-wide seat having a (~} 4 four year term which coincides with that of the Mayor, and which shall be limited to three 3 consecutive terms Short or partial terms (as defined for city council in Section 401 of this Charter) shall not be considered. Unless otherwise provided by ordinance of the city council for a board or commission having more or less than seven (7) members, the terms of three (3) of the members of each such board or commission shall begin on the date of the beginning of the term of office of council members elected at every second general election commencing with the April, 1983 general election, the terms of three (3) other members shall begin on the date of the beginning of the term of office of council members elected at every second general election commencing with the November, 1984 general election, and one (1), as designated by the city council, shall coincide with the term of the mayor. It is the intent of this section that the term of office on boards and commissions shall be concurrent with the term of office of council members. Thereafter, any appointment to fill an unexpired term shall be for such an unexpired period. No person shall be eligible for appointment to a board or commission who completed a term on the City Council immediately preceding that board or commission term. (e) The city council shall determine which members of such boards and commissions serving as such at the time of the April, 1983 general election shall serve shortened or extended terms. Beginning with terms starting immediately following the 2006 general election, for board and commissions with at least seven members, the city council shall designate board and commission seats by ward, and one city-wide. These designations shall be solely for the purpose of nominations and calculations of terms as provided in this Section 901. Residency in that ward is not required. s EXHIBIT A-2 CITY OF SANTA ANA TEXT FOR BALLOT MEASURES FEBRUARY 5, 2008 ELECTION Shall the Santa Ana Charter be amended to establish term limits for the Mayor of four terms of four years each and to change City Council term limits to Yes three terms? Charter Sections 400, 401 and 404. No Sec. 400. Number, selection and terms of members. The city council shall consist of seven (7) members elected at the times and in the manner provided in this charter, each of whom, °°°°~• F ~ "~° °-°°°- shall serve a term of four (4) years. The term of each member shall begin at 6:00 pm on the second Tuesday of December following certification of election results, and each shall serve except as otherwise provided for in this charter, until his or her successor is elected and qualified. Each office of councilmember shall be a separate office and, except for the mayor, one (1) of such offices shall be assigned to each of the wards of the city. Candidates for each office of councilmember other than the mayor shall be nominated from such ward by the electors of such ward and candidates for mayor shall be nominated by electors of the city, but all councilmembers shall be elected by the vote of the electors of the city at large. Sec. 401. Qualifications of members. To be eligible to be elected to the office of councilmember, a person must be a gualitial voter and a thirty (30) damresident of the ward from which the candidate is nominated at the time nomination papers are issued as provided for in the Elections Code of the State of California, except that the mayor need only be a registered voter and thirty (30) damresident of the city at such time. In the event any councilmember other than the mayor shall cease to be a resident of the ward from which the cowtcihnember (or, in the case of an appointee, the councilmember's predecessor) was elected, or in the event the mayor shall cease to be a resident of the city, the office shall immediately become vacant and shall be filled in the same manner as herein provided for other vacancies; provided, that where a councilmember ceases to be a resident of the ward from which the councilmember (or, in case of an appointee, the councilmcmbcr's predecessor) was elected solely because of a change in boundaries of any ward as in this charter 9 provided, the councilmember shall not lose the office by reason of such change. [f a member of the city council shall be convicted of a crime involving moral turpitude, the office shall immediately become vacant and be so declared by the city council. A crson who has served Ave-F2j three (3) consecutive terms of four (4) years each shall be eligible for appointment nomination for or election to the office of councilmember lregardles of wards represented by that person during such period) uo Sooner than for a term be inning eight (8) vears after completion of that councilmember's seeend third consecutive Full term. Sec. 404. Presiding officer, mayor. The mayor shall be a member of the city council and shall preside over the meetings of the city council. The mayor shall have voice and vote in all of the city council's proceedings and shall be recognized as head of the city government for all ceremonial purposes. The mayor shall have no administrative duties but shall perform such other duties as may be prescribed by this charter, or imposed by the city council, consistent with his office. The mayor shall be elected by the voters of the city at lazge :.t cwcl: s°~°-°, ---.•-:~:~°, °'°°.'°~'° .":~:~r: ~er ~` °°°° ~••-•-'-°-°a ~~°°-° for a five four-year term commencing on the same date that councilmembers from wards one, three and five are elected °° '"° '°--•-° °F ~'-~ ,..,,°- °°••°°'1 ...c ::bcr~ ~.~~t:.a-: _ °••~~c No person may be a candidate for mayor and a candidate for any other office on the city council in the same election. In t;'° °- °°~ °~ '°°••-~'•°-~ °'~-' °°~-~°~1 11P •• ..L~ FF A 1. ,,:1 ..l...n i/ 1 1 CIl L 7 A person who has served four (4) consecutive terms of four (4) years each as mayor shall be eligible for appointment, nomination for or election to the office of councilmember or mayor no sooner than for a term be inning eight (8) vears after completion of that person's fourth consecutive term as mavor. Short or partial terms shall not be considered in determinine eligibility for nomination or election as mavor For purposes of this charter short or partial terms shall only be those where the mayor was elected or appointed to replace another mavor who left office before the latter official's term e~ired. Any maLOr who assumed office at the be inning of a term and left office early for any reason whatsoever shall be deemed have served a full term. t0 EXHIBIT B Sally Low & Associates, Inc. We speak, read and write all languages! 600 W. Santa Ana Blvd., Suite 208 Santa Ana, CA 92701 Phone (714) 834-9032 Fax (714) 834-9035 email: info@interpreterservice.com Comments or special instructions: Targets: Chinese, Korean, Spanish & Vietnamese Source: English Deliver as MS Word, Client to define Traditional or Simplified Language per word Chinese $0.24 Korean $0.24 Spanish $0.20 Vietnamese $0.26 MINIMUM FEE PER LANGUAGE: $150.00 Additional languages will be translated at the following rates: Japanese $00.32/word Thai $00.32/word Hmong $00.40/word Russian $00.28/word Armenian $00.28/word Farsi $00.28/word French $00.28/word German $00.28/word Indonesian $00.30/word Arabic $00.28/word Italian $D0.28/word CERTHOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO,cA 94142-0807 COMPENSATION INSURANCE FUN D CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-01-2007 GROUP: POLICY NUMBER: 0720284-2007 ~v- acx~ _053 CERTIFICATE ID: 3 ~y_ ~(jJG U? ~ ~ V / CERTIFICAIO-01 P2oti7/10-01-2008 c:Tr of SAAfTA ANA N-2007-112 sP ATTN~ CITY CLERK Po Box 16ee sAMTA ANA a 62702-16aa Tn~s ~s to certify tfut we love issued a valid Workers' Compensation Insurance Dohcy m a form approvetl by the Cal~forn~a Insurance Commissioner to the employer named below for the policy penod mdlCated This policr ~s not sublet[ to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certitlcate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the Dohey fisted herein. Notwithstanding any requirement, term or condlUOn of any contract or other document with respect to wh¢h this certificate of insurance may be issued or to whicfi it may pertain, the Insumce afforded by the policy descrihetl herein is subject to all the terms. exclusions, and contlitions, of such policy. THORIZED REPRESENTATI ~~~ ~~ PRE510ENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: 51,000,000 PER OCCURRENCE. ENDORSEMENT x1700 - MARTHA ARGU ELLES - EXCLUDED. ENDORSEMENT Mt700 - PATRTCIA FITZGERALD - EXCLUDED. ENDORSEMEM e1700 - SALLY M. LOW - EXCLUDED. n-'c "' T m .. _ -o fJ V y . g C7' t7 ~' r x ,Ct D EMPLOYER MARTHA ARGUELLES, AND SALLY M. LOW AND SP PATRICIA FIT2GERALO DBA: BR02EY, LOW & ARdIELLES 800 W SANTA ANA BLVD STE 208 SANTA ANA CA 82701 SP M0408 IREV.2-os PRINTED 09-17-2007 CERTHllLDER CDPY SP STATE COMPENSATION INSURANCE FUND PO. BOX 420807, SAN FRANCISCO,CA 94142-0807 N-:JDO/-Ild- N <:lOD3 - oq 3 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-01-2008 GROUP: POLICY NUMBER: 0720294-2008 CERTIFICATE ID: 3 CERTIFICATE EXPIRES: 10-01-2009 10-01-2008/10-01-2009 CITY OF SANTA ANA ATTN: CITY CLERK PO BOX 1988 SANTA ANA CA 92702-1988 SP This is to certify that we have issued .a valid Work.ers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy ;s not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement. term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. d::RE~ EMPLOYER'S LIABILITY LIMIT INCLUDING ~~ PRESIDENT DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT '1700 - MARTHA ARGUELLES - EXCLUDED. ENDORSEMENT #1700 - PATRICIA FITZGERALD - EXCLUDED. ENDORSEMENT '1700 - SALLY M. LOW - EXCLUDED. c;:.:....:. r--i '3 ,.1 r,l f...'", ,., OJ ,"', .~ . . .) -:? ,-.J! \..J EMPLOYER MARTHA ARGUELLES, AND SALLY M. LOW AND SP PATRICIA FITZGERALD DBA: BROZEY, LOW & ARGUELLES 600 W SANTA ANA BLVD STE 208 SANTA ANA CA 92701 M0408 PRINTED 09-17-2008 (REV. 2 -05)