PROFESSIONAL SERVICES AGREEMENT
between
THE CITY OF LOS ANGELES
and
DELIA TORRES DBA LANGUAGES4YOU TRANSLATION AGENCY
for
INTERPRETATION AND TRANSLATION SERVICES
for the Los Angeles City Department of Neighborhood Empowerment
Said Agreement is Number C-
(i)
Professional Services Agreement
INTERPRETATION AND TRANSLATION SERVICES
Table of Contents
Section Description Page
1.0 Parties to the Agreement and Representatives .................................................... 1
2.0 Term of Agreement ............................................................................................... 3
3.0 Services to be Provided ........................................................................................ 3
4.0 Non-Exclusive Agreement .................................................................................... 4
5.0 Compensation and Method of Payment .............................................................. 4
6.0 Independent Contractor ........................................................................................ 6
7.0 Retention of Records ............................................................................................ 6
8.0 No Third-Party Beneficiaries ................................................................................. 6
9.0 Confidentiality ....................................................................................................... 7
10.0 Contractor’s Interaction with the Media ................................................................ 7
11.0 Requirements Apply to All Subcontractors ........................................................... 7
12.0 Continued Requirements ...................................................................................... 7
13.0 Border Wall Bid Disclosure ................................................................................... 7
14.0 Disclosure of Contracts and Sponsorship of the NRA .......................................... 8
15.0 Contractor Performance Evaluation ...................................................................... 8
16.0 Standard Provisions ............................................................................................. 8
17.0 Order of Precedence ............................................................................................ 8
18.0 Entire Agreement .................................................................................................. 9
Signature Page …..……………………………………………………………………………10
ATTACHMENTS
Attachment A – Standard Provisions (Rev. 10/17 [v.3])
(ii)
Attachment B – Fee Schedule
Attachment C – Confidentiality Agreement
Department of Neighborhood Empowerment Page 1
AGREEMENT NUMBER C-
BETWEEN
THE CITY OF LOS ANGELES
AND
DELIA TORRES DBA LANGUAGES4YOU TRANSLATION AGENCY
FOR INTERPRETATION AND TRANSLATION SERVICES
THIS AGREEMENT (“Agreement”) is made and entered into by and between the City of
Los Angeles, a municipal corporation ("City"), by and through the Department of
Neighborhood Empowerment, and Delia Torres, an individual, doing business as
Languages4You Translation Agency ("Contractor") (collectively, the “Parties,” or
individually, a “Party”).
1. WHEREAS, the City desires to utilize the services of a qualified firm to provide
interpreting and translation services, and related matters, which are handled by the
Department of Neighborhood Empowerment; and
2. WHEREAS, the City of Los Angeles, Office of the City Attorney issued a Request for
Proposals (RFP) on January 11, 2019, for Interpretation and Translation Services,
which included and exceeded the scope of services the Department requires; and
3. WHEREAS, it in the City’s best interest to take advantage of the City’s recent
procurement and award of contract process to the extent that it is relevant to the
Department’s requirements, and hire the City’s selected contractor, Lanugages4You,
Contract Number 133505, for the limited services provided in this Agreement; and
4. WHEREAS, the Parties wish to enter into an agreement pursuant to which the
Contractor agrees, for consideration and upon the terms and conditions provided
within this Agreement, to perform the above-referenced services.
NOW THEREFORE, in consideration of the promises, representations, covenants and
agreements provided below, the parties agree as follows:
1.0 PARTIES TO THE AGREEMENT AND REPRESENTATIVES
1.1 Parties to the Agreement
1.1.1 The City of Los Angeles, a municipal corporation, having its
principal office at 200 North Spring Street, Los Angeles, California,
90012.
1.1.2 Contractor, Delia Torres, an individual, doing business as
Languages4You Translation Agency, having their principal address
at 1121 East Wilson Avenue, Suite 12, Glendale California, 91206.
1.2 Representatives of the Parties
Department of Neighborhood Empowerment Page 2
The representatives of the parties who are authorized to administer this
Agreement and to whom formal notices, demands, and communications
will be given are as follows:
1.2.1 The City's representative is, unless otherwise stated in the
Agreement:
Raquel Beltrán, General Manager
Department of Neighborhood Empowerment
200 N. Spring St. #2005
Los Angeles, California 90012
(213) 978-1551
With copies to:
Armando Ruiz
Director of Administrative Services
Department of Neighborhood Empowerment
200 N. Spring St. #2005
Los Angeles, California 90012
(213) 978-1551
Invoices should be sent to:
Accounts Payable
Department of Neighborhood Empowerment
200 N. Spring St. #2005
Los Angeles, California 90012
(213) 978-1551
1.2.2 The Contractor's representatives are unless otherwise stated in the
Agreement:
Delia T. Torres, Principal
Languages4You Translation Agency
P.O. Box 881404
Los Angeles, CA 90009
(818) 550-9299; (818) 720-7105
1.3 Formal notices, demands and communications to be given hereunder by
either party must be made in writing and may be effected by personal
delivery or by registered or certified mail, postage prepaid, return receipt
requested and will be deemed communicated as of the date of mailing.
Department of Neighborhood Empowerment Page 3
1.4 If the name of the person designated to receive the notices, demands or
communications or the address of such person is changed, written notice
must be provided as described in this Agreement, within five (5) business
days of such change.
2.0 TERM OF AGREEMENT
The term of this Agreement will begin on October 1, 2019 and will terminate on
June 30, 2020, unless terminated earlier as provided herein.
2.1. Ratification Clause
Due to the need for Contractor’s services to be provided continuously on
an ongoing basis, Contractor may have provided services prior to the
execution of this contract. To the extent that Contractor’s services were
performed in accordance with the terms and conditions of this Agreement,
those services are hereby ratified.
3.0 SERVICES TO BE PROVIDED
Upon award of the contract, the Contractor will be required to provide
interpretation and translation services on an as-needed basis as follows:
3.1 Contractor must have available at all times the equipment, facilities, and
instrumentalities required to perform the services of interpreter and
translator. Translation equipment shall be provided for rental at the rates
specified in Attachment B (Professional Fee Schedule.
3.2 Ensure that a sufficient and adequate number of temporary support
services are available on an on-call, as needed basis including evenings
and weekends, at times, locations, and dates requested by the
Department.
3.3 Provide appropriate method to match client needs in a timely manner.
3.4 Confirm all scheduled work dates with client at least one business day
before work commenced.
3.5 Provide own transportation to meetings or events all over City of Los
Angeles.
3.6 Provide an invoice for each work order, according to the specifications
prescribed by the Department.
3.7 Provide at minimum the following service categories which should not be
Department of Neighborhood Empowerment Page 4
construed as detailed description of task but rather a broad and general
function:
3.7.1 Assist the Department in both comprehensive written and verbal
translations and interpretation services on an as-needed basis.
3.7.2 Assist the Department with translation and interpretations services
to encourage diversity and public participation by all persons;
3.7.3 Assist the Department with translation and interpretation tasks
related to special events as needed by the Department;
3.7.4 Work with the Department to provide efficient and reliable service.
4.0 NON-EXCLUSIVE AGREEMENT
Contractor understands and agrees that this is a non-exclusive agreement to
provide services to the City and that the City has entered into contracts with other
contractors. Attorneys with the City, and their support staff, may use any of the
contractors with whom City has contracts and, therefore, the City cannot estimate
nor guarantee the volume or amount of work to be received by Contractor under
this Agreement.
5.0 COMPENSATION AND METHOD OF PAYMENT
5.1 Compensation
The City will pay the Contractor for satisfactory services rendered in a total
amount not to exceed Sixty-Thousand Dollars ($60,000) based on the
rates specified in Attachment B – Professional Fee Schedule, which is
attached hereto and made a part hereof.
The Contractor further understands and agrees that execution of this
Agreement does not guarantee that any or all of these funds will be
expended.
Notwithstanding any other provision of this Agreement, including any
exhibit or attachments incorporated therein, and in order for the City to
comply with its governing legal requirements, the City shall have no
obligation to make any payments to Contractor unless the City shall have
first made an appropriation of funds equal to or in excess of its obligation
to make any payments as provided in said Agreement. Contractor agrees
that services provided by Contractor, purchases made by Contractor, or
expenses incurred by Contractor in excess of said appropriation(s) shall
be free and without charge to City and City shall have no obligation to pay
for said services, purchases or expenses. Contractor shall have no
obligation to provide any services, provide any equipment or incur any
Department of Neighborhood Empowerment Page 5
expenses in excess of the appropriated amount(s) until City appropriates
additional funds for this Agreement.
5.2 Prior Written Approval Requirement
Contractor must receive written approval by the Department prior to
providing services under this contract: (1) when the cost of a single
assignment is estimated to be $2,500 or more; or (2) at the time
Contractor becomes aware or should be reasonably aware that an
assignment that was initially estimated to cost under $2,500 will end up
costing $2,500 or more after work has begun.
In addition, Contractor must receive prior written approval by the
Department prior to providing services under this Agreement if either: (1)
the total cost of services provided by Contractor on one particular
matter/case has reached a combined, aggregate total amount of $5,000 or
more by the time Contractor is to provide additional services for the same
matter/case; or (2) the additional services to be rendered by Contractor in
one matter/case will create a combined, aggregate total amount of $5,000
or more in services provided by Contractor for that one matter/case.
5.3 Method of Payment
5.3.1. Invoices
For services provided under this Agreement, the Contractor shall
be paid by the City in accordance with Attachment B – Professional
Fee Schedule and the other conditions and provisions of this
Section within 30 calendar days after receipt and approval of the
Contractor’s invoices by the City. The Contractor must include the
following information, and any other documentation requested by
the City, on each invoice:
1. Date of invoice
2. Invoice number
3. Agreement number
4. Description of services, including, but not limited to:
a) Date of Assignment
b) Matter Name and Matter Number
5. Number of Pages, if any, and Rate for Service
6. Amount of invoice
Failure to adhere to these policies may result in nonpayment
or non-approval of demands, pursuant to Charter Section
262(a), which requires the Controller to inspect the quality, quantity
and condition of services, labor, materials, supplies, or equipment
Department of Neighborhood Empowerment Page 6
received by any City office or department, and approve demands
before they are drawn on the Treasury.
5.3.2 The Contractor shall notify the Department within 10 business days
when 80% of the maximum compensation for this Agreement has
been reached. Notice must be sent to the address listed below:
Armando Ruiz
Director of Administrative Services
Department of Neighborhood Empowerment
200 N. Spring St. #2005
Los Angeles, California 90012
6.0 INDEPENDENT CONTRACTOR
Contractor’s relationship to City in the performance of this Agreement is that of
an independent contractor and not as an agent or employee of City. Therefore,
neither Contractor, nor any of its subcontractors, are entitled to any vacation, sick
leave, Workers’ Compensation, pension, or any other City benefits. Contractor’s
personnel performing services under this Agreement shall at all times be under
Contractor’s exclusive direction and control and shall be employees or
subcontractors of Contractor and not of City. Further, Contractor shall pay all
wages, salaries, and other amounts due its employees in connections with this
Agreement and shall be responsible for all related reports and obligations
including but not limited to social security, income tax withholding, unemployment
compensation, and workers’ compensation.
7.0 RETENTION OF RECORDS
Except as otherwise expressly directed by City, Contractor shall maintain
records, including records of financial transactions, pertaining to the performance
of the Agreement, in their original form, in accordance with requirements
prescribed by City. These records must be retained for a period of no less than
forty-eight (48) months following final payment made by City hereunder, the
expiration date of this Agreement, or the termination date of this Agreement,
whichever occurs last. Records will be subject to examination and audit by
authorized City personnel or by the City’s representative at any time during the
term of this Agreement or within the forty-eight (48) months following the final
payment made by City hereunder, the expiration of this Agreement, or the
termination date of this Agreement, whichever occurs last. Contractor shall
provide any reports requested by City regarding performance of the Agreement.
8.0 NO THIRD-PARTY BENEFICIARIES
Nothing herein is intended to create a third party beneficiary in any
subcontractor. The City has no obligation to any subcontractor. No privity is
Department of Neighborhood Empowerment Page 7
created with any subcontractor by this Agreement. Even if the Contractor uses
subcontractors, Contractor remains responsible for complete and satisfactory
performance of the terms of this Agreement.
9.0 CONFIDENTIALITY
All data, documents, records, recorded testimony, audiotapes, videotapes,
materials, products, technology, computer programs, specifications, manuals,
business plans, software, marketing plans, financial information, and other
information disclosed or submitted orally, in writing, or by any other media, to
Contractor by the City, and other documents to which the Contractor has access
during the term of this Agreement are confidential information (“Confidential
Information”).
The Contractor agrees that both during and after the term of this Agreement,
City’s Confidential information shall be considered and kept as the private and
privileged records of City and will not be divulged to any person, firm,
corporation, or other entity except on the prior direct written authorization of City.
The Contractor shall ensure that each worker sent on an assignment under this
Agreement has executed a Confidentiality Agreement prior to commencing any
such assignment. Contractor agrees to provide the signed Confidentiality
Agreement to the City prior to all workers commencing any assignment. The
Confidentiality Agreement to be used is attached hereto as Attachment C. The
Contractor is responsible for ensuring compliance of all workers with the
Confidentiality Agreement.
10.0 CONTRACTOR’S INTERACTION WITH THE MEDIA
Contractor shall refer all inquiries from the news media to City, shall immediately
contact City to inform City of the inquiry, and shall comply with the procedures of
City’s Public Affairs staff regarding statements to the media relating to this
Agreement or Contractor’s services hereunder.
11.0 REQUIREMENTS APPLY TO ALL SUBCONTRACTORS
The Contractor will ensure that the requirements of Section 9.0 and 10.0 are
provided to and apply to all subcontractors of this Agreement.
12.0 CONTINUED REQUIREMENTS
The requirements of this Section 9.0, 10.0, and 11.0 survive termination of the
Agreement.
13.0 BORDER WALL BID DISCLOSURE
Department of Neighborhood Empowerment Page 8
Contractor shall comply with Los Angeles Administrative Code (“LAAC”) Section
10.50 et seq., “Disclosure of Border Wall Contracting.” City may terminate this
Contract at any time if City determines that Contractor failed to fully and
accurately complete the required affidavit and disclose all Border Wall Bids and
Border Wall Contracts, as defined in LAAC Section 10.50.1. The required
affidavit must be submitted online at www.labavn.org.
14.0 DISCLOSURE OF CONTRACTS AND SPONSORSHIP OF THE NRA
Contractor shall comply with Los Angeles Administrative Code Section 10.52 et
seq.,'Disclosure of Contracts and Sponsorship of the National Rifle Association
Ordinance.' City or the Department of Neighborhood Empowerment may
terminate this Contract at any time if City, or the Department of Neighborhood
Empowerment determines that Contractor failed to fully and accurately complete
the required affidavit and disclose all Contracts and Sponsorships with the
National Rifle Association, as defined in LAAC Section 10.52.
15.0 CONTRACTOR PERFORMANCE EVALUATION
At the end of this contract, City will conduct an evaluation of Contractor's
performance. City may also conduct evaluations of the Contractor's performance
during the term of the contract. As required by Section 10.39.2 of the Los
Angeles Administrative Code, evaluations will be based on a number of criteria,
including the quality of the work product or service performed, the timeliness of
performance, financial issues, and the expertise of personnel that Contractor
assigns to the contract. A Contractor who receives a "Marginal" or
"Unsatisfactory" rating will be provided with a copy of the final City Evaluation
and allowed 14 calendar days to respond. The City will use the final City
evaluation, and any response from the Contractor, to evaluate proposals and to
conduct reference checks when awarding other personal services contracts.
16.0 STANDARD PROVISIONS
The Contractor must comply with the Standard Provisions for City Contracts
(Rev. 10/17) [v3], attached to this Agreement as Attachment A and incorporated
herein by reference.
17.0 ORDER OF PRECEDENCE
In the event of any conflict or inconsistency between the body of this Agreement
and the attachments or exhibits to this Agreement, the order of precedence is as
follows: the body of this Agreement, followed by the Standard Provisions for City
Contracts (Rev. 10/17) [v.3], followed by other attachments or exhibits in
descending numerical or letter order.
Department of Neighborhood Empowerment Page 9
18.0 ENTIRE AGREEMENT
This Agreement, and any attachments or documents incorporated herein by
inclusion or by reference, constitutes the complete and entire Agreement
between the Parties and supersedes any prior representation, understandings,
communications, commitments, agreements, or proposals, oral or written. No
verbal agreement or conversation with any officer or employee of either party will
affect or modify any of the terms and conditions of this Agreement.
This Agreement is executed in three (3) duplicate originals, each of which is
deemed to be an original.
[Signature page follows.]
Department of Neighborhood Empowerment Page 10
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives.
THE CITY OF LOS ANGELES,
a Municipal Corporation DELIA TORRES, an individual, dba
LANGUAGES4YOU TRANSLATION
AGENCY
By: By:
RAQUEL BELTRÁN DELIA TORRES
Department of Neighborhood Empowerment Principal
Date: Date:
APPROVED AS TO FORM: ATTEST:
MICHAEL N. FEUER, City Attorney HOLLY L. WOLCOTT, City Clerk
By: By:
ELISE RUDEN Deputy City Clerk
Deputy City Attorney
Date: Date:
City Business License Number 0000943397-0001-4
Internal Revenue Service Taxpayer Identification Number 26-4031944
Agreement Number C-
$"$$ #$ !$"$ $"$
Services
will
be
compensated
according
to
the
following
fee
schedule:
A.
Disclosure
of
Interpretation
Rates
Spanish
Language
NEW
RATES
Vi
day
flat
rate
(0-3
hours):
$240
Full
day
flat
rate
(3.1
-
6
hours):
$400
$70
per
hour
Over
seven
hours:
Korean
Language
M?
day
flat
rate
(0-3
hours):
$325
Full
day
flat
rate
(3.1-6
hours):
$450
Over
seven
hours:
$85
per
hour
Japanese
Language
1/2
day
flat
rate
(0-3
hours):
$450
Full
day
flat
rate
(3.1
-
6
hours):
$700
$95
per
hour
Over
seven
hours:
Chinese
(Cantonese/Mandarin)
Language
Vz
day
flat
rate
(0-3
hours):
$325
Full
day
flat
rate
(3.1
-
6
hours):
$450
$85
per
hour
Over
seven
hours:
CDBGF0
17-2018
PSA
Exhibit
F
Page
1
of
4
All
Other
Languages
Vi
day
flat
rate
(0-3
hours):
$300
Full
day
flat
rate
(3.1-6
hours):
$475
$75
per
hour
Over
seven
hours:
CANCELLATION
POLICY
All
assignments
will
have
a
twenty-four
(24)
hour
cancellation
policy.
Any
cancellation
occurring
within
less
than
twenty-four
(24)
hours
will
be
paid
the
half
(1/2)
day
rate
or
the
full
day
rate
for
the
appropriate
language
requested.
B.
Disclosure
of
Translation
Rates
Spanish
Language
Spanish
to
English,
per
word:
$0.25
English
to
Spanish,
per
word:
$0.23
Formatting:
Included
Korean
Language
Korean
to
English,
per
word:
$0.27
English
to
Korean,
per
word:
$0.25
Formatting:
Included
Japanese
Language
Japanese
to
English,
per
word:
$0.25
English
to
Japanese,
per
word:
$0.26
Formatting:
Included
CDBG
FY20
17-2018
PSA
bit
F
Page
2
of
4
All
Other
Asian
Languages
Into
English,
per
word:
$0.26
English
into
target
Asian
language,
per
word:
$0.28
Formatting:
Included
All
Other
European
Language
Into
English,
per
word:
$0.26
English
to
target
language,
per
word:
$0.27
C.
Disclosure
of
Translation
Equipment
Rental
Rates
$
12
per
receiver
with
a
minimum
of
30
$75
per
transmitter
per
language
D.
Disclosure
of
Transcription
Rates
$30
per
hour
for
transcription
work.
AND.
$20
per
page
transcribed
(source
to
source
language)
$35
per
transcribed
page
translated
from
Spanish
to
English
$35
per
transcribed
page
translated
from
English
to
Spanish
$45
per
transcribed
page
in
any
other
language
E.
Disclosure
of
Transcription
of
Text
Messages'
Rates
$5
per
text
message
transcribed
(source
to
source
language)
$15
per
text
message
translated
from
Spanish
to
English
$15
per
text
message
translated
from
English
to
Spanish
$20
per
text
message
translated
in
any
other
language
CDBGFY20
17-2018
PSA
Exhibit
F
Page
3
of
A
F.
Disclosure
of
Audio
Equipment
Rental
Rates
Rate
The
package
includes:
$1,500
1
Sound
Mixer
1
Wireless
mic
system
(2
mics)
2
Mic
Stands
2
Table
stands
for
mics
2
Powered
sneakers
1
Cabling
Kit
1
Audio
Technician
set-up
and
tear
down
equipment
For
an
additional
audio
technician
$200
CDBGFY20
17-2018
PSA
Exhibit
F
Page
4
of
4
ATTACHMENT C
CONFIDENTIALITY AGREEMENT
I understand that my employer, Languages4You Translation Agency, has entered into a
contract (hereinafter referred to as the "Agreement") with the City of Los Angeles to provide
various services to the Department of Neighborhood Empowerment.
I understand that Languages4You Translation Agency has assigned me to provide temporary
services to the Department of Neighborhood Empowerment and that as part of that assignment
I may have access to confidential information. "Confidential Information" includes all data,
recorded testimony, audio-tapes, videotapes, materials, products, technology, computer
programs, specifications, manuals, business plans, software, marketing plans, financial
information, and other information disclosed or submitted, orally, in writing, or by any other
media, to me by Languages4You Translation Agency or the City of Los Angeles or the
Department of Neighborhood Empowerment.
I further understand that all information, records, software programs, documents, and data
provided by the Department of Neighborhood Empowerment to me, or accessed or reviewed by
me, during the performance of this assignment will remain the property of the City of Los
Angeles and/or the Department of Neighborhood Empowerment. Any and all information,
records, documents, and data provided by the Department of Neighborhood Empowerment to
me, or accessed or reviewed by me during performance of this assignment, are confidential.
I agree not to provide information, records, software programs, documents, and data, nor
disclose their content or any information contained in them, either orally or in writing, to any
other person or entity. I further agree not to make copies of any Confidential Information unless
a formal Department of Neighborhood Empowerment request is made through my employer.
I agree to forward all requests for the release of information received by me to my immediate
supervisor.
I hereby agree that I will not divulge to any unauthorized person, information obtained while
performing work pursuant to the Agreement between Languages4You Translation Agency and
the City of Los Angeles and/or the Department of Neighborhood Empowerment.
I will be responsible for protecting the confidentiality and maintaining the security of Department
of Neighborhood Empowerment materials, notes, records, documents, data and any other
information in my possession. I am responsible for maintaining all stenographic recordings,
either paper notes or electronic files, recorded by me indefinitely until they are turned over to my
employer for storage and/or for future transcript requests.
This Agreement is to apply in conjunction with any prior confidentiality agreement between
myself and Languages4You Translation Agency, and will not nullify such agreements, however,
this Agreement will take precedence. Any conflicts with any other agreements will be modified to
comply with the terms of this Agreement.
I acknowledge that violation of this Confidentiality Agreement may subject me to civil and/or
criminal action and that the City of Los Angeles and/or the Department of Neighborhood
Empowerment will seek all possible legal redress.
___________________________________________________
Languages4You Translation Agency, Representative Signature
___________________________________________________
Print Name
___________________________________________________
Title
___________________________________________________
Date
