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HomeMy WebLinkAbout17-151 - Language Line Solutions Inc - Telephonic Interpretation ServicesCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Contract Number: 17-151 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Language Line Services, Inc., hereinafter referred to as "the Contractor," whose principal office is located at One Lower Ragsdale Drive, Bldg 2, Monterey, CA 93940. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION .OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described in Exhibits A and C attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. To assist Contractor in providing the services to be rendered under this Agreement, the City shall complete and return to Contractor the Client Contact and Profile attached hereto as Exhibit B. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibits A and C attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $5,000 at a rate of $0.98/minute for telephonic interpretation and variable rates for written translation as set forth in Exhibit C. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing June 1, 2017, and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State CA Revised December 2016 1 °b 0r 1'flaid' Page 1 of 4 Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including reasonable outside attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises; operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA Revised December 2016 Page 2 of 4 B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. CA Revised December 2016 Page 3 of 4 12. Assignment and Subcontract. The Contractor shall not assign this Agreement without the written consent of the City, except that Contractor may assign this Agreement to a successor in interest in all its business upon prior written notice to the City, provided that such successor ratifies and assumes this Agreement in its entirety. The City hereby approves Contractor's use of individual non- employee interpreters who may provide services to the City pursuant to the terms and conditions of this Agreement. 13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. 17. Inconsistent Provisions. In the event provisions of this Agreement are inconsistent with Exhibits A, B, or C, the provisions in this Agreement shall supersede those contained within Exhibits A, B, or C. DATED this ti day of 201 CITY OF TUKWILA CONTRACTOR Jack ace, Director Dep rtment of Community Development CA Revised December 2016 By W‘z Printed Name/Title: Bonaventura A. Cavaliere CFO Address: 1 Lower Ragsdale Drive — B2 Monterey, CA 93940 Page 4 of 4 Language Line Services, Inc. A LanguageLine Solutionssu Company LanguageLine Solutions M Exhibit A Over -the -Phone Charges and Options ENTERPRISE CONTRACT: © Yes ❑ No CUSTOMER NUMBER: 1001 INITIAL TERM: June 1, 2017 -December 31, 2018, renewable per PO or Contract for Services CUSTOMER NAME (State of WA political subs LLS Index) AFFILIATE NAME: City of Tukwila Department of Community Development ENROLLMENT & SET-UP PACKAGES: • One time set up charge for each client ID number, which includes a detailed monthly electronic statement$275(waived) J Each subsequent client identification number with corresponding statement $125(wavied) PER MINUTE USAGE CHARGES/RATES: O Price per minute for Language Line Services in 6 second increments TIERS LANGUAGES PEAK* NON -PEAK* 1 Spanish $.98 $.98 2 Chinese (Mandarin and Cantonese), French, Japanese, Polish, Russian, Vietnamese $.98 $.98 3 Armenian, Cambodian, German, Haitian Creole, Italian, Korean, Portuguese $.98 $.98 4 Farsi, Tagalog, Thai, Urdu and all other languages $.98 $.98 * Peak = 5 a.m. - 5 p.m. Monday — Friday * * Non -Peak = 5 p.m. - 5 a.m. Monday - Friday, weekends, and holidays (New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas). • There is no charge for standard toll-free access to Language Line Services. • Per minute rates do not include international calls. O VOLUME SURGE: Language Line Services reserves the right to assess a 15% surcharge for months in which defined surges in volume occur unless the customer has notified Language Line Services two weeks in advance of the anticipated increase. A volume surge is defined as a 10% increase in minutes of use from the previous day and the amount of increase is over 5,000 minutes per day. O Minimum charge per client identification number $100 per client identification number(waived) O Platform access per call $0.25 per call(waived) O FCC SURCHARGE AND FEES: Fees to third party telecommunications service providers that Language Line Services has or will pay to these third parties: surcharges, fees, taxes, payments to the Universal Service Administrative Company (USAC). E FINANCE CHARGE: Applied to any past due balances. Interest will accrue from the date on which payment is due at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. PLEASE NOTE: This document is the sole document that reflects pricing for your account. This document must be signed by an authorized representative from your company. Pricing is only final upon a signature by an authorized officer of Language Line Services. Pricing changes will be made on next full monthly billing cycle. BILLING OPTIONS: O Electronic Bill (includes call detail and summary report in XL) FREE ❑ Hierarchical Bill /Month $30/month O Custom billing fee (per invoice, per month) $30/invoice/month © 2013 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com / 07.23.13 Page 1 Language Line Services, Inc. A LanguageLine Solutionss"' Company LanguageLine Solutions Exhibit A Over -the -Phone Charges and Options ❑ Historical Invoices over 90 days (per monthly invoice requested) $30/invoice/month O Paper Bill $1.75(waived per contract) CUSTOM REPORTING OPTIONS: (Web based Password protected reporting available at no charge) ❑ Custom Report Set-up (per hour) $250/hour ❑ Custom report maintenance $30/month SERVICE OPTIONS: (Standard 800 line and greeting provided at no charge) ❑ Custom 800 line maintenance $30/month ❑ Custom 800 line set-up $150 ❑ Custom greeting maintenance $30/month O Custom greetings set-up $50 O Custom recording for redirection of old/abandoned number set-up $50 ❑ Custom recording for redirection of old/abandoned number $10/month O Long distance dial out charge: Applied per dial out (in addition to per minute charges) $5(waived) OPTIONAL TRAINING ASSISTANCE AND MATERIALS: ❑x Buddy Tags (50 tags per set) $50(waived) O Customized reference and support materials development (per hour) $179 ❑x Desk top displays (each) $11(waived) N Language identification cards $49(waived) N Posters (each) $10(waived) © Quick Reference Guides Wallet Cards $10(waived) © Quick Reference Guide Postcards $10(waived) © Quick Reference Guides and Wallet Cards $29(waived) O Training / Awareness assistance (on site per day/per person) $500 or actual costs • Training / Awareness assistance (telephone/per session) $125(waived) OPTIONAL INTERPRETER APPOINTMENT AT SPECIFIC TIME: ❑ Applied per appointment $100 Cancellation per appointment will be charge $200 for any missed appointment $200 per missed appointment © 2013 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com / 07.23.13 Page 2 Language Line Services, Inc. A LanguageLine Solutions'" Company LanguageLine Solutions Exhibit B Client Contact and Profile ENTERPRISE CONTRACT: ElYes ❑No INITIAL TERM: June 1, 2017 -December 31, 2018, renewable per PO or Contract for Services CUSTOMER NUMBER: 1001 (LLS index system) CUSTOMER NAME: (State of Washington Political Subdivisions — LLS index) City of Tukwila CLIENT NAME (Affiliate): City of Tukwila Department of Community Development Please complete both pages of this Attachment B and send a copy of it, the signed Agreement, a copy of your W-9 and if applicable a copy of your tax exempt certificate to LanguageLine Solutions, Attn: Contract Administration Department, 1 Lower Ragsdale Drive Building 2, Monterey, CA 93940. OPERATIONS CONTACT (person involved in use of service) Name w/ Salutation: Valerie Lonneman Title: TDM Coordinator Telephone: (206) 433-7140 Fax: E -Mail: Valerie.Lonneman@TukwilaWA.gov Address: 6300 Southcenter Blvd., Suite 100 City. State. Zip/Postal Code: Tukwila, WA 98188 BILLING CONTACT ❑ Same as operations contact Name w/ Salutation: Wynetta Bivens Title: Assistant to Director Telephone: (206) 431-3654 Fax: E -Mail: Wynetta.Bivens@TukwilaWA.gov Address: 6300 Southcenter Blvd., Suite 100 City. State. Zip/Postal Code: Tukwila, WA 98188 TRAINING CONTACT ❑Same as billing contact ® Same as operations contact Name w/ Salutation:. Title: Telephone: Fax: E -Mail: Address: City. State. Zip/Postal Code: PUBLIC RELATIONS CONTACT - not needed ❑Same as billing contact ❑Same as operations contact ❑Internal PR Contact ❑PR Firm Company © 2013 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com / 07.23.13 Page 1 Language Line Services, Inc. A LanguageLine Solutions Company LanguageLine Solutions Name w/ Salutation: Click here to enter text. Exhibit B Client Contact and Profile Title: Click here to enter text. Telephone: Click here to enter text. Fax: Click here to enter text. E -Mail: Click here to enter text. Address: Click here to enter text. City. State. Zip/Postal Code: Click here to enter text. The following information is requested to create a customer profile of your organization. Under your industry, please check all activities that best describe your operations requiring language interpretation. The profile information is very important and will be used to better serve your interpretation needs. All the information that you provide is kept strictly confidential. FINANCIAL ❑ Bank ❑ Branch and Telephone ❑ Online/Interactive ❑ Collections ❑ Consumer Credit ❑ Auto Finance ❑ Credit Card ❑ Mortgage/Home Equity O Personal Loans O Personal Credit O Fraud/Loss/Stolen O Personal Investment (retirement, annuities) O Telesales O Technical Support O Trust/Asset (benefit/retirement plan) GOVERNMENT O Corrections O Court O Disaster Relief O Employment ❑ Health and Human Services (Medical) O Immigration O Insurance O Labor O Military (Coast Guard, Army, Marines, etc.) O Postal Services O Poison Control ❑ Public Safety O 311 Non -emergencies O 911 Emergencies O Police/EMS O Tax Services O Transit (public transportation, vehicle services, etc.) O Utilities (water, gas, electricity) INSURANCE ❑ Claims Handling O Commercial O Property/Auto O Group Health ❑ Group Life ❑ Homeowner ❑ Personal Auto O Personal Health ❑ Personal Life ❑ Worker's Compensation O Customer Service O Sales O Underwriting MANUFACTURING ❑ Consumer O Market Research O Product Registration O Purchase/Resale of Equipment ❑ Sales Call ❑ Technical/Product Support ❑ Technician ❑ Telemarketing/Catalog ❑ Warranties/Service Calls MEDICAL/HEALTH CARE ❑ Appointments ❑ Call Center ❑ Emergency Room ❑ General Patient Care ❑ HMO O Information Surveys O Pharmacy O Professional Consultation O Medical Claims/Billing O Social Services O Telemarketing PUBLIC UTILITIES O Billing/Collections O Customer Service O Telemarketing TELECOMMUNICATIONS ❑ Billing (credit/collections, etc.) O Card Service (phone, calling card, credit card) O Customer Service (post - sales activities) O Fraud (fraudulent or annoyance investigation) ❑ Operator Service O Repair O Sales (sales support, activation) O Technical Support O Telemarketing TRANSPORTATION/TRAV EL/HOSPITALITY O Customer Service O Operations O Reservation MISCELLANEOUS ❑ Consulting O Entertainment O Legal O Private Law Firm O Private Paralegal O Non-profit Organization O Real Estate O Retail Other: Government: Planning, Building, Code Enforcement, Public Works The number of employees who will be trained to use the interpreter service (estimated): 40 Standard Industry Classification (SIC Code), if known: Tax Exempt: ® No 0 Yes. If yes, please include a copy of tax exempt letter or certificate with application. © 2013 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com / 07.23.13 Page 2 Language Line Services, Inc. A LanguageLine Solutionss" Company LanguageLine Solutions Exhibit B Client Contact and Profile If applicable please include a copy of your Purchase Order. See attached PO to this activation Your prompt return of this form and the signed Service Agreement (if applicable) will ensure a speedy activation of your account If you have questions: email: customerservicelanquageline.com or call 1-800-752-6096 or fax 1-800 821-9040 © 2013 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com / 07.23.13 Page 3 Language Line Services, Inc. A LanguageLine Solutions® Company LanguageLine Solutions Document Translation & Localization City of Tukwila Exhibit C - Pricing Proposal Translation fees, which include Translation and Editing, are based upon the source word count if the source document is English. Translation Fees for source documents in a language other than English will be provided upon request. Rates apply for language characters/pairs translated from English into the Target Language. Projects will be assigned to a project team coordinator for team selection and production management. A team of project -matched translators and editors are assigned for each project to ensure accuracy. LanguageLine Solutions® Document Translation Service is ideal for any printed or digital document, such as e-mail, letters, financial statements, insurance claims, hospital release forms, accident reports, health notices, voter information, manuals, brochures, etc. Target Language Translation Fee Target Translation Fee Word Language Word US/North America Spanish $0.15/ word Western European Languages Castillian Spanish $0.22/ word Danish $0.29/ word Dutch $0.25/ word French $0.22/ word German $0.25/ word Italian $0.20/ word Portuguese $0.20/ word Eastern European/ Middle Eastern Languages Arabic Armenian Bulgarian Farsi Greek Hebrew Hungarian Turkish $0.18/ word $0.23/ word $0.20/ word $0.18/ word $0.20/ word $0.24/ word $0.18/ word $0.25/ word Nordic & Slavic Languages Czech Croatian Finnish Icelandic Norwegian Polish Russian Serbian Slovak Swedish $0.20/ word $0.22/ word $0.29/ word $0.35/word $0.29/ word $0.20/ word $0.18/ word $0.22/ word $0.20/ word $0.29/ word Asian Languages Chinese Hindi Hmong Japanese Khmer Korean Punjabi Taglog Vietnamese $0.18/ word $0.18/ word $0.29/ word $0.25/ word $0.25/ word $0.20/ word $0.18/ word $0.22/ word $0.20/ word © 2016 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com Page 1 Language Line Services, Inc. A LanguageLine Solutions® Company LanguageLine Solutions Document Translation & Localization City of Tukwila Exhibit C — Pricing Proposal ADDITIONAL PRICING COMPONENTS • Minimum charge per document translation order $99.00 O Additional Fee for Basic layout/formatting $55.00/hour • Additional Fee for Proofreading $60.00/hour ❑ Project Management 10% of overall project cost (1 hour min. @$55/hour) • Unless indicated otherwise, a one hour minimum will apply to all hourly services. OTHER SERVICES PRICING: ❑ In -language recordings Individual Quote c Transcription/translation of audio or videos files Individual Quote ❑ Translation summaries/synopsis Individual Quote ❑ No delivery charge for Fax, E-mail, or U.S. Mail. Additional charge for courier services only. DELIVERY GUIDELINES: Because the actual number of English words is not known until the source document has been translated, turn- around commitments are based on the estimated number of English words that will be delivered, as determined in LanguageLine's best judgment before commencing work. Additional services could add extra days to a project timeline. ❑ Less than 1,000 words 1 - 3 business days O 1,001 to 2,500 words 4 - 6 business days ❑ 2,501 to 7,500 words 6 - 8 business days ❑ Greater than 7,501 words 8 + business days RUSH FEES: A 50% rush charge will apply when an expedited delivery date is requested. OTHER NOTES: ❑ Business hours are Monday — Friday, 8 a.m. to 5 p.m. (Pacific Time) ❑ Requests received on weekends and holidays will be processed on the next business day. ❑ Holidays are New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve, and Christmas Day. ❑ Translation charges will appear in the "Miscellaneous Charges" section of your regular LanguageLineServices monthly billing statement. Translation requests can be submitted to translation(c�lanquageline.com © 2016 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com Page 2 Language Line Services, Inc. A LanguageLine Solutions® Company LanguageLine Solutions Document Translation & Localization City of Tukwila Exhibit C — Pricing Proposal TRANSLATION AND LOCALIZATION ADDITIONAL TERMS AND CONDITIONS The following terms and conditions are in addition to the Standard Terms and Conditions in the Language Line Services North America Master Agreement ("MSA") to which this Attachment 3 is attached and applies to any of the localization, translation, engineering, formatting, and other related services (collectively "Service") provided by Language Line Services, Inc. ("Language Line") to Customer. The Standard Terms and Conditions of the MSA are incorporated herein by reference. 1. Charges: Charges for the Service shall be as specified by Language Line to Customer in an Estimate Letter. Estimate Letters are based upon specifications and information originally submitted by Customer, and any change therein, including delivery requirements, automatically void the quotation. For example, if the Estimate Letter is based on sample pages, a sample document used as a model, or an incomplete version of the source file, or any file other than the actual one Customer want localized, the amount of the quotation and the deadline may be adjusted accordingly. Adjustments to the Estimate Letter may also be necessary if specifications are changed or added, or if work not covered in the original quotation is required, or if Customer failed to provide complete, written specifications for the assignment. Estimate Letters are only valid for thirty days or as otherwise specified in writing. 2. Orders: Orders authorized by Customer may only be canceled on terms that provide for payment for work commenced by Language Line and necessary work-related obligations entered into pursuant to the order. Upon cancellation of any order prior to completion, Language Line shall be reimbursed for all costs and expenses incurred with respect to the order prior to cancellation. Furthermore, if Customer change the original text, alter specifications, or add new specifications once Customer have authorized Language Line to begin work, the changes, alterations, or additions may result in additional charges and adjustments of deadlines. 3. Terminology: Unless Customer provides terminological reference material like glossaries or terminology lists, Language Line will use its best judgment in the selection of terms pertinent to a given field. Customer will be charged for changes to such terms. 4. Appearance: When the Service includes formatting, typesetting, page layout, or artwork, Language Line will seek the closest match practicable between the appearance of the original and that of the finished product or will layout as Customer specified. Unless the Estimate Letter specifies otherwise, Language Line does not guarantee that the format, fonts, typefaces, point sizes, text density, artwork, colors, paper, and other elements of printed documents it chooses and those of the original will be identical. Translated documents are sometimes longer or shorter than the original, and technical or other considerations may result in elements of appearance different from the original. 5. Reviews: Customer has the right to review translated files. If Customer waive this right, Customer agree to accept the work project as is, except for gross negligence or translation errors that materially alter the meaning of the original text. 6. Editing: Any editing or alteration of the finished product provided to Customer when such product is acceptable for the language involved or when style or other matter is left to the judgment of Language Line may result in additional charges to Customer, except that errors in accuracy will be corrected at no extra charge. 7. Payment: (a) Payment for all Services provided by Language Line will be due upon invoice at progress intervals and upon completion, as specified in the Estimate Letter. (b) All errors, claims, or requests for adjustment must be presented within thirty days after the date of delivery or such work will be deemed to have been accepted. (c) Charges due and unpaid thirty (30) days after invoice shall bear interest from the date payment is due at the rate of one and one-half percent (1 1/2 %) per month (eighteen percent (18%) per annum). 8. Customer Property: Customer property delivered to Language Line for use in the production of work is received, used, stored, and returned to Customer upon completion of the work by Language Line without any liability for loss or damage. 9. Subcontracting: Language Line may subcontract any or all of the work to be performed by it under this Agreement, but subject to the exclusions and limitations of liability provided under this Agreement, shall retain the responsibility for the work that is subcontracted. Independent contractors used by Language Line Services who may provide translation and localization services under this Agreement and who are subject to confidentiality agreements with Contractor are deemed "employees" for purposes of this Agreement. 10. Indemnification: Neither Language Line nor its affiliates (collectively, the "Indemnified Parties") shall be liable for the use or content of the translated and other materials provided by Customer, including, but not limited to, any infringement of copyrights or licenses, any false, misleading, or offensive or libelous statements, or statements which otherwise violate state or federal law, or any violation of privacy, moral or publicity right (collectively, "Claims"). Customer agrees that Customer will be solely liable with respect to the content of Customer translated and other materials, and its use and for all Claims relating to same, and will indemnify and hold harmless the Indemnified Parties for all costs or damages, including litigation costs and attorney fees, incurred by the Indemnified Parties, or any of them, in connection with any such Claims. 11. Ordering Services. Each project or service performed under this Agreement shall be defined in a separate Estimate Letter referencing this Agreement and signed by authorized representatives of both Language Line and Customer. Each Estimate Letter shall include a statement of the services to be performed, the deliverables to be provided, pricing, any special terms and conditions for that specific engagement, and a completion timetable. If any terms in the Estimate Letter conflict with the terms of this Agreement, the terms of this Agreement shall govern. © 2016 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com Page 3 Language Line Services, Inc. A LanguageLine Solutions® Company LanguageLine Solutions Document Translation & Localization City of Tukwila Exhibit C — Pricing Proposal 12. Change Orders. Change orders may be requested by either party. Change order requests will be analyzed by Language Line for cost and schedule impact. If, in Language Line's reasonable judgment, the requested changes can be implemented without requiring additional time or resources and without affecting Language Line's ability to maintain the project schedule, Language Line will implement the change at no additional cost to Customer. Otherwise, prior to proceeding with any changes, Language Line will provide Customer with a written change order proposal for the additional work that includes (1) price change and (2) impact on schedule. Customer may, at its discretion, accept or reject Language Line's change order proposal. Change orders shall be considered effective upon written approval. Each party shall use its best efforts to respond as expeditiously as possible to such change requests and change order proposals. 13. Limited Warranty. Language Line warrants that it will perform the services specified in the SOW in a professional manner and in accordance with standard industry practice. Language Line's sole obligation for defective services is the re -performance, at no additional charge to Customer, of that portion of those services that Language Line and Customer agree to be defective. Defects include translation errors, but do not include subjective elements of style. All errors, defects, or claims must be presented to Language Line within thirty (30) days of delivery or such work will be deemed to have been accepted. Language Line shall correct any defect within thirty (30) days of notice from Customer. LANGUAGE LINE MAKES NO OTHER WARRANTIES OF ANY KIND WITH RESPECT TO THE DELIVERABLES OR SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. 14. Non -Solicitation. Neither party shall solicit for employment the current employees or former employees of the other during the term of this Agreement or for a period of one year thereafter. © 2016 LanguageLine Solutions / All rights reserved. / www.LanguageLine.com Page 4