HomeMy WebLinkAbout24-119 - Dynamic Language Center - Title VI Document TranslationCity of Tukwila Contract Number: 24-119
All, Council Approval N/A
6200 Southcenter Boulevard, Tukwila WA 98188
PROFESSIONAL SERVICES AGREEMENT
(Includes consultants, architects, engineers, accountants, and other professional services)
THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter
referred to as "the City", and _Dynamic Language_, hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. Project Designation. The Consultant is retained by the City to perform _language
translation_ services in connection with the project titled _Title VI Vital Document
Translation
2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A"
attached hereto, including the provision of all labor, materials, equipment and supplies.
3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and
effect for a period commencing upon execution and ending _October 31, 2024_, unless
sooner terminated under the provisions hereinafter specified. Work under this Agreement shall
commence upon written notice by the City to the Consultant to proceed. The Consultant shall
perform all services and provide all work product required pursuant to this Agreement no later
than _October 31, 2024_ unless an extension of such time is granted in writing by the City.
4. Payment. The Consultant shall be paid by the City for completed work and for services
rendered under this Agreement as follows:
A. Payment for the work provided by the Consultant shall be made as provided on Exhibit
"B" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed _$12,000_ without express written modification of the Agreement signed by the
City.
B. The Consultant may submit vouchers to the City once per month during the progress of
the work for partial payment for that portion of the project completed to date. Such
vouchers will be checked by the City and, upon approval thereof, payment shall be made
to the Consultant in the amount approved.
C. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of
the work under this Agreement and its acceptance by the City.
D. Payment as provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
E. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and the state of Washington for a
period of three (3) years after final payments. Copies shall be made available upon
request.
5. Ownership and Use of Documents. All documents, drawings, specifications and other
materials produced by the Consultant in connection with the services rendered under this
Agreement shall be the property of the City whether the project for which they are made is
executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
the Consultant's endeavors. The Consultant shall not be responsible for any use of the said
documents, drawings, specifications or other materials by the City on any project other than
the project specified in this Agreement.
6. Compliance with Laws. The Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances
and regulations, applicable to the services rendered under this Agreement.
7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers,
officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorney fees, arising out of or resulting from the acts, errors or
omissions of the Consultant in performance of this Agreement, except for injuries and damages
caused by the sole negligence of the City.
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 Consultant
and the City, its officers, officials, employees, and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the Consultant'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.
8. Insurance. The Consultant 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 Consultant, its agents,
representatives, or employees. Consultant's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Consultant 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 Amounts and Scope of Insurance. Consultant 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 $2,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability
insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall
cover liability arising from premises, operations, stop -gap independent contractors
and personal injury and advertising injury. The City shall be named as an
additional insured under the Consultant's Commercial General Liability insurance
policy with respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO endorsement form CG 20 26.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
CA revised May 2020 Page 2
4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000
policy aggregate limit. Professional Liability insurance shall be appropriate to the
Consultant's profession.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability maintained by
the Contractor, irrespective of whether such limits maintained by the Contractor are greater
than those required by this Contract or whether any certificate of insurance furnished to
the Public Entity evidences limits of liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Consultant'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 Consultant's insurance and
shall not be contributed or combined with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
E. Verification of Coverage. Consultant 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 Consultant shall furnish
certified copies of all required insurance policies, including endorsements, required in this
Agreement and evidence of all subcontractors' coverage.
F. Notice of Cancellation. The Consultant shall provide the City 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 Consultant 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 Consultant 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 Consultant from the City.
9. Independent Contractor. The Consultant and the City agree that the Consultant 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 the Consultant nor any employee of the
Consultant 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 for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant.
10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bonafide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bonafide employee working solely for the Consultant, any
fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this contract. For breach or violation of this warrant,
the City shall have the right to annul this contract without liability, or in its discretion to deduct
from the contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
CA revised May 2020 Page 3
11. Discrimination Prohibited. Contractor, 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.
12. Assignment. The Consultant shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
14. Termination.
A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days
written notice to the Consultant.
B. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement between
surviving members of the Consultant and the City, if the City so chooses.
15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the
Consultant shall at all times comply with, all applicable federal, state and local laws,
regulations, and rules, including the provisions of the City of Tukwila Municipal Code and
ordinances of the City of Tukwila. 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. Venue for any action arising
from or related to this Agreement shall be exclusively in King County Superior Court.
16. 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.
17. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
6200 Southcenter Boulevard
Tukwila, WA 98188
Notices to Consultant shall be sent to the following address:
_113 Cherry Street #27472
_Seattle, WA 98104-2205,
_C/O Sofia Lecot, Project Manager
18. Entire Agreement; Modification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant 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.
CA revised May 2020 Page 4
DATED this 10th day of September 12024
CITY OF TUKWILA CONSULTANT:
Signed by:
gned by:
(�// L 9/10/2024 1 3:36 PM PDT 1�6'
!.„19/5/2024 1 10:45 AM
VBY � a �lrn�nr�nn4
Brandon Miles, Director
Strategic Initiatives and Government Relations
ATTEST/AUTHENTICATED:
Signed by:
4E-8—
Andy Youn, City Clerk
APPROVED AS TO FORM:
Signed by: ((ll A
t.
—E 5
Office of the City Attorney
Printed Name: Sofia Lecot
Title: Project Manager
CA revised May 2020 Page 5
DYNAMIC
L A N G It A G E
Dynamic Language
113 Cherry Street
#27472
Seattle, WA 98104-2205
City of Tukwila
Jo Anderson
Jo.Anderson@TukwilaWA.gov
6200 Southcenter Boulevard
Tukwila, WA 98188
Contact/Project Manager Phone
Sofia Lecot 206-397-8077
Quote No. Q-24-07359-02
Hello Jo,
Phone: 206-244-6709
Fax: 206-243-3795
Account Manager:
Jake Legas
jake@dynamiclanguage.com
+1206-493-1616
E-mail Date
sofial@dynamiclanguage.com 09-04-2024
Thank you for your project request on 09-04-2024. We are pleased to provide the following quote:
Q-24-07359-02
Translation, Editing, Proofreading and Desktop Publishing - English into Spanish (Mexican), Somali and Vietnamese - 44 files
listed below.
Translation, Editing, Proofreading - English into Swahili, Dari, Burmese, Amharic, French - 1 excel file "Phrases"
Timeline: 15 business days upon approval.
Deliverables: MS Word + PDF.
Item Quantity Unit / Service Unit Price Price in USD
1. English/Somali - Q-24-07359-02
3,460.00
14600 Words Translation (New)
0.20
2,920.00
12 Hour(s) DTP
45.00
540.00
2. English/Spanish (Mexico) - Q-24-07359-02
3,460.00
14600 Words Translation (New)
0.20
2,920.00
12 Hour(s) DTP
45.00
540.00
3. English/Vietnamese - Q-24-07359-02
3,460.00
14600 Words Translation (New)
0.20
2,920.00
12 Hour(s) DTP
45.00
540.00
4. English/Amharic- Q-24-07359-02
44.00
1 Minimum price
44.00
44.00
5. English/Burmese - Q-24-07359-02
44.00
1 Minimum price
44.00
44.00
6. English/Dari - Q-24-07359-02
44.00
1 Minimum price
44.00
44.00
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DYNAMIC
L A N C It A G E
7. English/French (France) -Q-24-07359-02 44.00
1 Minimum price 44.00 44.00
8. English/Swahili- Q-24-07359-02 44.00
1 Minimum price 44.00 44.00
9. File preparation 900.00
20 Hour(s) File preparation 45.00 900.00
Total USD 11,500.00
This quote is valid until 10-04-2024. This is only a quote, and not for payment. An invoice will be sent upon completion of the
project.
We look forward to receiving your approval.
Yours sincerely,
Sofia Lecot
A list of the files used in this quote are below:
'Alcohol_Beverage_Request_Form.docx'
'Apa rtment_Safety_Notice. pdf'
'Boa rds_Commissions_Application.pdf'
'Cal ling_911_Notice.pdf'
'Claim_for_Damages_Form.pdf'
'Consent_to_Search_Form.docx'
'Council_Agenda_Front_Sheet.pptx'
'Council_Brochure.pdf'
'Domestic_Violence_Checksheet.pdf'
Explanation_of_Rights_Form.docx'
'Genera l_Public_Records_Request_Form.pdf'
'Insurance_Partners_Enrollment_Form.docx'
'Language_Access_Plan.pdf'
' M a i I_Safety_N otice. pdf'
'Medical_Release_Form.docx'
Membership_Information.pdf
'Narcotic_Crime_Seizures_Form.doc'
'Notice—to Trim_Vegetati o n. pdf'
'Park_Rules.png'
'Persona l_Safety_Notice.pdf'
'Photographic_Line-Up_Form.docx'
'phrases.xlsx'
'Public_Comment_Meeting_Procedures.docx'
Records_Request_Form.pdf
'Rental_Inquiry_Form.docx'
'Safe_Place_Protocol. pdf'
'Safe_Place_Welcome.pdf'
'Shelter_and_Field_lnquiry_Form.docx'
'Smith_Affidavit__Form.docx'
'Stolen_Motor_Vehicle_Form.pdf'
'Stop_Work_Residential_Notice.docx'
'Stop_W ork_Sta ndard_Notice.docx'
' U nsafe_to_Occupy_Noti ce.docx'
'Utility_Bill_Add-On.pdf'
'Utility_Bill_Late_Notice.pdf'
Utility_Leak_Adjustment.pdf
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DYNAMIC
L A N G It A G F
'UtiIity_Rate_Reduction.docx'
Utility_Tax_Relief_ Program_Application.docx'
Victims_Rights_Notice.pdf
Water_Qual ity_Report. pdf
'Water—Service—Checklist—AND Tem po ra ry_Sh ut-Off_N oti ce. pdf'
'Water_Shut_Off _Notice.pdf'
'Zero_Income_Affidavit_Form.docx'
'Zero_Income_Affidavit_Form.pdf'
Please review Terms and Conditions on the following page.
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DYNAMIC
L A N G It A G E
TERMS AND CONDITIONS
EX iii B IT
Dynamic Language will perform the services described above. The quote is subject to change if the
source files are updated and/or additional files are provided. The work described in this quote
constitutes the scope of the project. Any change to that scope could result in additional charges.
Additional charges will require client authorization. This quote is valid for 30 days. Projects
approved beyond 30 days of estimate creation are subject to re -estimation. Payment will be due
upon receipt unless specified elsewhere on this form. Invoices not paid within 30 days will be billed
a 1.5% finance charge. An invoice with a link for credit card payments can be issued. Projects
totaling $500 or less are due upon receipt. All projects exceeding $7,000 in total will require a 50%
deposit on approval.
The quoted fee includes digital file delivery only. Should a hard copy or other physical media be
necessary for delivery, an additional charge may be necessary. Project files may be stored for future
reference unless immediate deletion is requested by the client. Re -delivery of archived project files
may incur additional fees. Rush charges apply according to the requested time frame (with
customer approval.)
Client Review: This quote includes one round of edits by the client when made directly after
translation. The review/editing by the client is not included in the time frame stated above. Edits or
changes must be submitted in electronic format (e.g., track changes in Word, annotated PDF or
submitted online in our translation software program). Additional changes will be accepted and will
be charged at an hourly rate. Any changes to the source content, or changes that are stylistic in
nature will incur additional fees. Dynamic Language reserves the right to invoice for work
completed at the start of the client review process.
Acceptance of Work: The Client will have twenty (20) business days after receipt of the
work/deliverable to note any errors or omissions. After this reasonable inspection period has
passed, the work/deliverable will be considered accepted as delivered and Dynamic Language will
not be held responsible for any subsequently discovered errors or omissions. Further, the level of
liability will be limited to the total amount of the project quote. Under no circumstances will
Dynamic Language be responsible for any costs related to relabeling, reshipping, or recalling items
in connection with translation services provided. This limitation of liability is applicable to all
services provided by Dynamic Language, whether pursuant to a particular quote or as a
supplemental request for services outside the scope of a particular quoted project.
Record Retention and Data Privacy: Dynamic Language will retain records directly related to the
delivery of services for a maximum period of 2 years after delivery unless otherwise specified in the
customer master service agreement or applicable contract. State, federal, international, and other
applicable compliance requirements will apply—email questions to
datalarivacy @dynamiclan�uage.com.
Cancellation: Once approval has been received, the client shall be responsible for all incurred
expenses. For cancellation of Audio/Visual projects, a minimum of 48 hours is required.
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