Agreement - Cesar Vargas & Associates - 2023-04-011 PSA 30U 12 10
AGREEMENT FOR CONSULTANT SERVICES
This Agreement (“AGREEMENT”) is made and effective as of April 1, 2023,
between the Costa Mesa Sanitary District, a sanitary district (“DISTRICT”), and Cesar
Vargas & Associates (“CONSULTANT”). In consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:
1. TERM
This AGREEMENT shall commence on April 1, 2023, and shall remain in effect
until June 30, 2024 with two one-year extensions at the DISTRICT’s discretion. If
exercised, each extension will be effective as follows:
• Option year two shall be effective from July 1, 2024 to June 30, 2025.
• Option year three shall be effective from July 1, 2025 to June 30, 2026.
2. SERVICES
CONSULTANT shall perform translation and interpretation services (“SERVICES”)
to DISTRICT. The SERVICES to be provided are more particularly described in the
Synopsis of Services attached hereto as Exhibit “A” and incorporated herein by
reference.
3. PERFORMANCE
CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and
competent manner, consistent with the standards generally recognized as being
employed by consultants in the same discipline in the State of California and consistent
with all applicable laws. CONSULTANT shall provide DISTRICT its work product in
“turnkey” form. DISTRICT reserves the right to perform reasonable testing of
CONSULTANT’s work product before accepting the same. CONSULTANT shall warrant
that all services provided and equipment installed shall perform in a workmanlike
manner and be fit for its particular purpose.
4. COMPENSATION
Compensation for the SERVICES shall be based on the actual amount of time spent
in adequately performing the SERVICES and shall be compensated in accordance with
Exhibit B. However, unless expressly agreed in a written change order in advance by
DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed four thousand nine
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hundred dollars ($4,900) per fiscal year within the contract period. The written change
order requirement cannot be waived. Failure to submit a written change order and
receive written approval by the DISTRICT prior to performing extra work shall constitute
a waiver of a claim for additional time or compensation.
Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES
progresses. DISTRICT shall review and pay the approved charges on such invoices in a
timely manner. SERVICES on the PROJECT shall begin immediately.
5. PREVAILING WAGES
CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00)
in value and not exempt, requires compliance with the prevailing wage law. (Labor
Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on
this job from the Director of Industrial Relations. Said amounts are listed at
http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing wages
and maintain prevailing wage records regarding those payments. CONSULTANT is also
required to comply with the apprentice requirements. CONSULTANT shall defend,
indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents
free and harmless from any claim or liability arising out of any failure or alleged failure
to comply with the Prevailing Wage Laws. CONSULTANT recognizes that state law
makes eight (8) hours a day’s work, and any worker working in excess of that time must
be paid overtime. (Labor Code § 1813.)
6. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this
AGREEMENT insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of this AGREEMENT by the
CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT
shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires
one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure
and maintain workers’ compensation coverage for such employees which meets all
requirements of state law (Labor Code § 1861).
At a minimum, CONSULTANT is required to submit proof of insurance in
accordance with the following standards:
Minimum Scope of Insurance: Coverage shall be at least as broad as the latest
version of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance
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Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3)
Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance.
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less
than:
(A) General Liability. One Million Dollars ($1,000,000.00) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this AGREEMENT/location or the general
aggregate limit shall be twice the required occurrence limit.
(B) Automobile Liability. One Million Dollars ($1,000,000.00) per accident for
bodily injury and property damage.
(C) Workers’ Compensation and Employer’s Liability. Workers’ Compensation
limits as required by the Labor Code of the State of California. Employer’s Liability limits
of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease.
Insurance Endorsements: The insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by DISTRICT:
(A) General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to the work or operations performed by or
on behalf of the CONSULTANT, including materials, parts, or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance
as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT’s
scheduled underlying coverage. Any insurance or self-insurance maintained by
DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be
excess of the CONSULTANT’s insurance and shall not be called upon to contribute with it
in any way.
(B) Workers’ Compensation and Employer’s Liability Coverage. The insurer
shall agree to waive all rights of subrogation against DISTRICT, its directors, officials,
officers, employees, agents, and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the CONSULTANT.
(C) All Coverage. Each insurance policy required by this AGREEMENT shall be
endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled
except after thirty (30) days prior written notice by certified mail, return receipt
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requested, has been given to DISTRICT, and (B) any failure to comply with reporting or
other provisions of the policies, including breaches or warranties, shall not affect
coverage provided to DISTRICT, its directors, official, officers, employees, agents, and
volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best’s rating of no less than A-:VIII, licensed to do business in California, and
satisfactory to DISTRICT.
All insurance documents must be submitted and approved by the District’s Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
7. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT’s services, to the fullest extent permitted
by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and
any and all of its officials, employees, and agents from and against any and all losses,
liabilities, damages, costs, and expenses, including attorney’s fees and costs to the extent
the same arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any
entity or individual that CONSULTANT shall bear the legal liability thereof) in the
performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of
its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney’s fees and costs, court costs, interest, defense costs, and
expert witness fees) where the same arise out of, pertain to, relate to, are a consequence
of, or are in any way attributable to, in whole or in part, the performance of this
AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is
legally liable, including, but not limited to, officers, agents, employees, or subconsultants
of CONSULTANT.
8. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations with
due regard for safety and in strict compliance with all applicable laws relating thereto. It
shall be CONSULTANT'S responsibility to keep the site in a clean, neat and orderly
condition. It shall also be CONSULTANT'S duty to dust-palliate all working areas and
access routes, if applicable. All operations shall be conducted by CONSULTANT so that
no fire hazards are created.
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9. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before completion, CONSULTANT
shall be entitled to be paid for SERVICES adequately completed prior to the notification
of termination. CONSULTANT may terminate this AGREEMENT for cause only.
10. MISCELLANEOUS
This AGREEMENT shall be interpreted according to the laws of the State of
California and any action arising from this AGREEMENT shall be brought in the superior
or federal district court with jurisdiction over DISTRICT.
This AGREEMENT and the attachments hereto shall contain the entire agreement
between the parties. This AGREEMENT cannot be modified except in a writing signed by
both parties. In the event of inconsistency between this AGREEMENT and any
attachment hereto, this AGREEMENT shall control in all respects.
DISTRICT shall own all work product prepared in the course of providing the
SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT,
CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized
software or computer hardware is required to view or transmit said work product,
CONSULTANT shall make that software and hardware available to the DISTRICT at no
cost during normal business hours.
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
CONSULTANT is and shall at all times remain as to DISTRICT an independent
contractor. No employee benefits shall be available to CONSULTANT in connection with
the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as
provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing any services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing any services hereunder.
All information gained by CONSULTANT in the performance of this AGREEMENT
shall be considered confidential and shall not be released by CONSULTANT without
DISTRICT’s prior written authorization. CONSULTANT shall not, without written
authorization from the General Manager or unless requested by the District Counsel,
voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories, or other information concerning the work performed under this
AGREEMENT. Response to a subpoena or court order shall not be considered
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“voluntary” provided CONSULTANT gives DISTRICT notice of such court order or
subpoena.
CONSULTANT warrants that the individual who has signed this AGREEMENT has
the legal power, right, and authority to make this AGREEMENT and bind the
CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by
signing and dating two original agreements where indicated below and return both to
the undersigned. Once the documents are fully executed, one original will be returned to
you for your records.
DISTRICT CONSULTANT
Approved by: Reviewed and Accepted by:
________________________________ ________________________________
General Manager Signature
________________________________
Approved as to Form: Name
_ ________________________________
________________________________
Harper & Burns LLP Title
District Counsel
________________________________
Date
ATTEST:
________________________________
District Clerk
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Executive Director
Cesar Vargas
3/14/2023
Scott Carroll
Noelani Middenway
C ESAR V ARGAS & A SSOCIATES
SYNOPSIS OF SERVICES
Cesar Vargas & Associates, has been providing quality Translation and Interpretation services
for over a quarter of a century, including via a staff position as District Translator / Language
Specialist for the Santa Ana Unified School District, as well as on an as needed basis for:
• City of Santa Ana
• City of Anaheim
• City of Seaside
• YMCA
• Chapman University
• Mexican Consulate
• Several School Districts, and other Municipalities via EcoPartners, Inc.
• California Association for Bilingual Education
…just to name a few of the most salient exemplars.
Cesar Vargas knows the Santa Ana (and surrounding) community, and has been living and
working here for over 35 years, growing up among the people that make up this diverse and
vibrant community of 77.3%1 Hispanic population.
Through his community relations over the years, Cesar Vargas & Associates has provided
translation services from English to the following languages, and vice versa:
• Spanish
• Vietnamese
• Chinese (Mandarin)
• Korean
• Farsi
• Tagalog
…other languages are available upon request.
The flat rate for translation services is only $0.20 per word in the target language, for each
language requested (including Asian languages, which are usually higher) with a $50 minimum.
Interpretation services are $125 per hour, with a 3-hour minimum, billed hourly. Language
Consulting rates vary depending on the assignment. Please contact us for details.
For further questions or discussion, or to request a Comprehensive Proposal, please feel free to
contact Cesar Vargas & Associates at 714.987.2889 (text or voice) or cavargas@hotmail.com
1 Source: US Census Bureau - https://www.census.gov/quickfacts/santaanacitycalifornia
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EXHIBIT B
COMPENSATION
For translation, the DISTRICT agrees to pay, and CONSULTANT agrees to accept as payment
for its services, the rate of $0.20 per word in the target language, with a $50.00 minimum. If the
translation work must be performed overnight or over the weekend, a Rush Fee of 50% shall be
added to the translation rate. The DISTRICT shall be notified if a Rush Fee is needed to meet the
requested timeline. If more than minor formatting is required to produce a final document that
resembles the original, a formatting rate will be charged at $125.00 per hour, in hourly increments.
For interpretation, the DISTRICT agrees to pay, and CONSULTANT agrees to accept as total
payment for its services, the hourly rate of $125.00, with a three-hour minimum, which includes
up to thirty (30) minutes of preparation, familiarization and review time.
Payment by the DISTRICT shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed. Payment need not be made for work which fails to meet the
standards of PERFORMANCE set forth in the AGREEMENT which may reasonably be expected
by DISTRICT.
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