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07-0801_INTERNATIONAL COMMUNICATIONS GROUP, INC_Personal Services Agreement0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this Vt day of August, 2007, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and International Communications Group, Inc RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to translate portions of the website and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the city shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required and with a minimum of 15 days notice. Section 3. Compensation. 3.1 Amount. Compensation for the scope of services for this Project shall be the prevailing per page rate for a translation as charged to the City by International Communications Group, Inc per Exhibit "A" 3.2 Method of Payment. The Contractor shall submit bi-weekly invoices based on total services which have been completed. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. M(' 0 0 Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all utilities, and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such 2 MI 0 0 interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any translations containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for damages arising from the negligence, recklessness, or willful misconduct of Consultant in Consultant's performance of tasks under this agreement. Section 14. Insurance Not applicable Section 15. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. 3 M"� Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Pooja Gupta To Consultant: International Communications Group, Inc. 27881 Via De Costa, Suite B San Juan Capistrano, CA 92675 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 4 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: John R. Shaw, i y Attorney CITY OF SAN JUAN CAPISTRANO J r� CONSULTANT By, tM1 J1 �.D 5 mN C� EXHIBIT A 0 International Communications Group, Inc. 27881 Via De Costa, Suite B San Juan Capistrano, CA 92675 Tel: (949) 443-5300 Fax: (949) 443-5375 www.icqiqrouP.com July 31, 2007 Pooja Gupta Webmaster, City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Pooja: It was a true pleasure talking with you today. Thank you for giving us the opportunity to submit a quote for the translation of your City of San Juan Capistrano website. We have been in business since 1986, specializing in Spanish communications geared to customers, employees, patients, students, parents, constituents, and the public at large. As President of International Communications Group, Inc., I offer a solid background in Translations, with over twenty years of working experience in this field and a 4 -year B.A. degree as a Certified Translator from a university in Argentina that is recognized and approved by the American Translators Association. This is the Official Body of Translators Certification in the United States, which formulates and maintains standards of professional ethics, practices, and competence in the translation and interpretation professions. I also hold a Master's degree in Human Resources and Organization Development from the University of San Francisco. Our team of professional translators is made up of specialists with a high level of expertise in their specific area (i.e., human resources, benefits, marketing, public relations, health care, education, financial arena, etc.). By using a team approach with translators of different nationalities (Mexican, Cuban, South American, etc.), we are able to use the correct Spanish terminology that can be understood across regional differences. We offer a proven quality control process, with professional translators editing the work of other professional translators, thus reducing the room for error and enhancing the results. Our brainstorming sessions allow us to confirm the accuracy and simplicity of the translation, adapting the text complexity to the educational level of your target audience. 101 0 0 EXHIBIT A This team work also allows us to detect terms that may sound "too Mexican", or "too South American", etc., and replace them with more generic (or universal) Spanish terms, for everybody to understand. If most members of the target Spanish-speaking audience belong to a primary Hispanic group (i.e., Mexican), this is also taken into account in our final choice of words and expressions. We are excited about working with your organization on an ongoing basis, hopefully assisting you in the future with many more translations. This is why I am proposing a highly competitive Introductory Volume Fee of $55 per Spanish page (Aria] 12 pt. font; 1" margins all around). This represents an Volume Discount of 15% over our standard fee of $65/Spanish page. To give you an idea of the immense value you get for this fee, I'd like to summarize the services included: Translation done by a professional translator and edited by a second translator, to ensure the use of generic (or universal) terminology. 1 will personally provide the final proofreading and editing of your document. Drawing from our extensive experience in Diversity consulting and Cross -Cultural training, your Spanish version will be written in a tone and style that your Latino readers can understand and follow easily. As discussed, we will start with the following sections: About Us; Department and Services; and Government, and continue with other sections within your budget, as instructed by you. Our translations will be submitted in Word, and we will type and highlight the subtitles in English right above each section, so that you know where you are in the text. Once you insert our translations into your website, we will proofread your final Spanish layout AT NO CHARGE, and we'll be in direct contact (by phone or Email) with you until a flawless Spanish version is obtained. • As discussed, you will receive our translations as each section is finalized, and we'll bill every two weeks, so that you may easily keep track of where you are "budget -wise", and you may tell us what other sections you'd like us to complete next. We understand that you would ideally like to have most of this initial phase (3 sections mentioned above) completed by mid-September, although there is some degree of flexibility. We will do our best to have all of this finished by mid-September and we are waiving any Rush charges that would normally apply. • 1 will be waiting for the P.O. Number in the next day or so, and I understand that we'll actually receive the P.O. Sheet within one week. Pooja, I'd like to thank you for the opportunity to submit this proposal to you, and I look forward to providing your organization with the highest quality in translations. Best regards, Monica Moreno President (949) 443-5300, x214 moreno(d_)spanishtransiationscom.com 0 32400 PASEO ADEI ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sat?luancapistrano.org TRANSMITTAL TO Monica Moreno International Communications Group, Inc. 27881 Via De Costa, Suite B San Juan Capistrano, CA 92675 DATE: August 13, 2007 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 RE: Personal Services Agreement - Translation Services MEMBERS OF THE CITY COUNCIL SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO Enclosed is an original Personal Services Agreement. If you have questions concerning the agreement, please contact Pooja Gupta, Administrative Coordinator (949) 234-4565. Cc: Pooja Gupta, Administrative Coordinator Enclosure San Juan Capistrano: Preserving the Past to :Enhance the Future ONPrinted on 100% recycled paper