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HomeMy WebLinkAboutEXECUTIVE LINGUIST AGENCY 1-2011City of Santa Ana i Clerk of the Council AGREEMENT TERMINATION FORM core Office use only Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.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). Call 647-6520 if you have any questions. The agreement with C ILLQJ/; No. N-2011-091 was completed on and final payment has been made. (List all amendments. Use space below if needed.) Department: zn Phone/Ext.: Signature: Date: Revised 08-23-10 JUL 2 8 2011 N-2011-091 CD: COTC (2-) "GwelG1 Nu12ar CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this / day of July, 201 1 by and between EXECUTIVE LINGUIST AGENCY, 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 English — Spanish translation/interpretation. 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 a. Consultant shall provide English — Spanish translation/interpretation of City Council meetings on an ongoing basis, as requested by City and subject to the availability of Consultant. 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 to be discussed or which may be broached during said assignment. As these assignments are 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), bottled water, 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. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the hourly rate of $85.00, with a three hour minimum plus travel charges on all appointments at $30 per hour, I hour minimum, which includes up to fifteen (15) minutes of preparation, familiarization and review time, as referenced in Section lb. The total compensation to be paid pursuant to this Agreement shall not exceed $25,000.00 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 The term of this Agreement shall commence on July 1, 201 1 and continue until available funds have been exhausted or until June 30, 2012 whichever comes first, unless terminated earlier in accordance with section 9, 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 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 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. 6. 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 ofthc 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. 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. 8. NOTICE Any 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: Maria D. Huizar, Clerk of the Council City of Santa Ana 20 Civic Center Plaza (1\4-30) P.O. Box 1988 Santa Ana, CA 92702-1988 To Consultant: Ronald Randolph, President Executive Linguist Agency, Inc. 500 South Sepulveda Blvd., Ste. 300 Manhattan Beach, CA 90266 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. 9. TERMINATION This Agreement may be terminated by either party 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. 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 neither 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 is 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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year First above written. ATTEST: MARIA D. HUIZAR / Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAXA Interim .ty tt e By: Josc oval 6Vhief Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager EXECUTIVE LINGUIST AGENCY, Inc. RONALD RANDOLII, President Tax ID# 33 - 07 13 f O Lt