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Home My WebLink AboutSALLY LOW & ASSOCIATES, INC. 3 -2008INSURANCE ON FILE WORK MAY PROCEED UNTIL WSURANCE EXPIRES (C 1-CSR CLERK DP CtlUNCIL DATE: ~-~3-0~ o : c ~-r~- C2~ CONSULTANT AGREEMENT N-2008-093 R `tom ~tYw.da THIS AGREEMENT made and entered into this 151 day of July 2008, by and between Sally Low & Associates, Inc., a California corporation (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 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 standazds as may reasonably be expected from a professional consulting fum in the field. NOW THEREFORE, inconsideration ofthe 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 translate the City's election materials into Chinese, Korean, Spanish and Vietnamese, on an as-needed basis. City shall submit materials for translation, in writing which Consultant will translate into the languages requested by City, and return in hazd copy and electronic format as agreed between Consultant and the Santa Ana Clerk of the Council. Said translation services shall be provided on a maximum five-day turn around. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and chazges set forth in Exhibit A. The total sum to be expended under this Agreement shall not exceed $] 0,000.00 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. 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 anemployer-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 takes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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 City 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 direct or 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 Gaze it uses to protect its own information of like importance, but in no event less than reasonable caze. "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 rnanner 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, California 92702 telefacsimile (714) 647-6515 To Consultant: Sally Low & Associates, Inc. 600 W. Santa Ana Blvd., Suite 208 Santa Ana, California 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 representafions, 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 upott 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. 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 yeaz first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA -z DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By. _ ~ SALL O & ASSO IATES, INC. La a Sheedy /~ ! / Assistant City Attorney' // ~`7ARY G. LOS Vice President TAx ID: 33-0545695 EXHIBIT A Sally Low & Associates, Inc. We speak, read and write all languages! 600 W. Santa Ana Blvd., Suite 208 Santa Ana, CA 92701 Phone (774) 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 Additional languages will be translated at the following rates: Japanese $00.32Iword Thai $00.32/word Hmong $00.40/word Russian $00.28/word Armenian $00.281word Farsi $00.281word French $00.281word German $00.28/word Indonesian $00.301word Arabic $00.281word Italian $00.28/word CERTHOLDER COPY STATE P.O. BOX 420867, SAN FRANCISCO,CA 94142-0807 COMPENSATION INgUFtANC! FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE GROUP:. ISSUE DATE: 10-Ot-2007 N' aC~i J~S3 ~ POLICY NUMBER: 07 2 9281-2 007 CERTIFICATE ID: -~,pOG _ V~3-v / CERTIFICA70-O1P20Q7/tO-Ot-2006 CITY OF SANTA Al/A AlTM' CITY CLERK po aox un SANTA AMA G 92702-1afa N-2007-19 2 SP Tn:s :x to cart:fy tMt we nave issued a valid Workers'' dobelow afor the DO11t:Y por[od [nd[ca~etl approved by the Cal~}Ornu Inx~rant:e COTmlxxlanef t0 the Bmp OVO Tnis pOIKY [x not sublet[ t0 GnttliaLOn by the Fund except upon 10 days advance written notice to the emDlDYer. We wdl also give You 10 days adwnee notice should this paLCy be cancelled prior to its normal exp+rafion Ths eerUhcate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded w:tn~esopect tie wn[enr ns cert[fiaate~of n sunnee ma9 ba issuotl or tandwhkfi R may pertaxttne insurance ument afforded by the Dollcy deseribetl herein is sub)ect to all the terms, exclusions, and eontlitions, of such pokey. V ~~ ~- L~ PRESIDENT THORIZED REPRESENTAT! ER OCCURRENCE. EMPLOYER'S LIA6ILITY LIMIT INCLUDING DEFENSE COSTS: f1,000.000 P ENDORSEMENT e1700 -MARTHA ARGUELLES - EXCLUDED. ENDORSEMENT At700 - PATRICIA fITZGERALD - EXCLUDEO- ENDORSEMENT /t700 -SALLY N. LOW - EXCLUDED. T~~ rn-G T rn r~ ~ N V 2~ ~ Z t-D N .8s EMPLOYER NARTfiA ARGUELLES, ANO SALLY M. LOW AND SP PATRICIA FITZGERALO OBA: BR02EY, LOW 8 ARGIIELLES ~A A~p~ANA7B01YD STE 208 PRINTED 08-17-2007 SP MW08 IREY.1-OSI CERTHOLDER COpy SP STATE COMPENSATION INSURANCE FUND N-?Dol-Ild- P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 N<:lOO$ -oQ3 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-01-2008 GROUP: POLICY NUMBER: 0720294-2008 CERTIFICATE 10: 3 CERTIFICATE EXPIRES: 10-01-2009 10-01-2008/10-01-2009 CITY OF SANTA ANA ATTN: CITY CLERK PO BOX 19B8 SANTA ANA CA 92702-1988 SP This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the pOlicy period indicated. This policy is 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. CREPRESENTATI EMPLOYER'S LIABILITY LIMIT ~~ PRESIDENT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1700 - MARTHA ARGUELLES - EXCLUOED. ENDORSEMENT #1700 - PATRICIA FITZGERALD - EXCLUDEO. ENDORSEMENT #1700 - SALLY M. LOW - EXCLUDED. (")--"::: ,--{ r,-' . i' j . ".) r ...:.',~ , , "":J I'.) .' -:? l:J f :>- l:,J EMPLOYER MARTHA ARGUELLES, AND SALLY M. LOW AND SP PATRICIA FITZGERALD DBA: BRDZEY, LOW & ARGUELLES BOO W SANTA ANA BLVD STE 208 SANTA ANA CA 92701 M0408 PRINTED 09-17-2008 (REV.2-0S) CERTHOLDER COPY P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-01-2010 GROUP: POLICY NUMBER: 0720294-20f0 CERTIFICATE ID: 3 CERTIFICATE EXPIRES: f0-01-20f ? t0-01-2010/f0-01-2011 CITY OF SANTA ANA SP ATTN. CITY CLERK p / ?`?Ov._ ?? "?Z PO BOX 1988 / V ? U J SANTA ANA CA 92702-1988 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon f0 days advance written notice to the employer. We will also give you ?0 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. thorized Representative Interim President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $x,000, 000 PER OCCURRENCE- ENDORSEMENT #700 - MARTHA ARGUELLES - EXCLUDED. ENDORSEMENT #700 - PATRICIA FITZGERALD - EXCLUDED. :? ?? ? :? ENDORSEMENT #700 - SALLY M. LOW - EXCLUDED. ,;,. .. N WJ C ?' - I ? ?? ?Z EMPLOYER MARTHA ARGUELLES, AND SALLY M. LOW AND PATRICIA FITZGERALD DBA: BROZEY, LOW 8. ARGUELLES 600 W SANTA ANA BLVD STE 208 SANTA ANA CA 9270 SP SP M0408 IREV.1-2oio) PRINTED 09-77-2010