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Lib Translation ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR TRANSLATION SERVICES This Agreement is made and entered into this 7-1 _ day of �'Kh� , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Anabelle Garay (hereinafter "CONTRACTOR"). AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Library Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Anabelle Garay is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: CONTRACTOR will bill CITY at a rate of $75.00 an hour for translation services. Additionally, CONTRACTOR will bill CITY at a rate of $35.00 an hour for travel -related expenses, for up to four (4) hours per meeting. CONTRACTOR shall bill the CITY for time actually worked or traveled in quarter hour (0.25) increments. CONTRACTOR compensation is calculated by multiplying the applicable rate per hour by the total number of hours. The total not -to -exceed amount to be paid to CONTRACTOR by the CITY is $1,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. q -3-118A 5. TERM OF AGREEMENT. The term of this Agreement shall commence on June 26, 2018 and end on June 30, 2018. Upon mutual written agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of six (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after ternination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LA CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD -PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 14. INDEPENDENT CONTRACTOR. Sarah Houghton San Rafael Public Library 1100 E Street San Rafael, CA 94901 Anabelle Garay 61 Edgar Place San Francisco, CA 94112 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 15. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. CITY BUSINESS LICENSE / OTHER TAXES. requn'eu to pay for any worK pertormea under ttus Agreement, umn LUN 1 NAI. t OR rias provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 20. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL SARAH HOUGHTON, Library Director ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: ( SFE ROBERT F. EPSTEIN, CitypAttorneW CONTRACTOR By: Name: rIN f 11 �Qf -01 Title: Exhibit A SCOPE OF SERVICES Overview: The City requires assistance in providing oral interpretation and translation for Spanish speaking residents during community meetings regarding new and improved library facilities in San Rafael. The meetings are one hour in length. For the purposes of this Scope of Services, simultaneous translation services shall mean oral Spanish -to -English and English -to -Spanish simultaneous translation. Scope: Contractor shall provide the following services to the City: 1. Simultaneous translation services for the following public City meetings: Topic Translated DATE Community meeting re: library facilities June 28, 2018 Community meeting re: library facilities June 30, 2018 Translation services shall commence at the beginning of each meeting and end upon completion of the meeting. 2. In the event the above outlined translation services are not required, the City will provide at least twenty-four (24) hours notice prior to the start of any scheduled meeting that Contractor's services are not needed. In the event the scheduled meeting is canceled less than twenty-four (24) hours prior to the start of the meeting, City shall compensate Contractor for one hour of translation services, and Contractor shall have no other remedy against City. P,t�k RAFq� 2 0 /TYw�TH Ply CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Library Project Manager: Sarah Houghton Extension: 3325 Contractor Name: Anabelle Garay Contractor's Contact: 214-458-2372 Contact's Email: anabelle.garay.m@gmail.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager 6/19/18 SH b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 6/19/2018 ® LG and return to Project Manager 6/19/2018 ® LG b. Confirm insurance requirements, create Job on N/A Project Manager PINS, send PINS insurance notice to contractor ❑ 3 Forward three (3) originals of final agreement to Project Manager contractor for their signature When necessary, * contractor -signed agreement ® N/A 4 agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract> $125,000 Date of Council approval Click here tc enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 7/12/18 City Attorney Attorney with printed copy of this routing form 6 Review and approve hard copy of signed -7112-) 1 agreement / 71J 7 City Attorney Review and approve insurance in PINS, and bonds for Public Works Contracts / 8 City Manager/ Mayor Agreement executed by Council aut orized official N y 5k fJ+FE apt^ C71 9 City Clerk Attest signatures, retains original agreement and —1I forwards copies to Project Manager I ZI I $ 4-3-11$A