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Language Line Services, Inc/CCC
l~,~nguage Line Services, Inc. Interpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 AGREEMENT FOR PROFESSIONAL SERVICES ~// THIs AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement), is hereb~y made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Language Line Services, Inc. (hereinafter "Professional"). RECITALS WHEREAS, City is responsible for the operation and maintenance of its public works, its public sewer and water systems, the operation of the City, its departments and facilities, and the provision of municipal services to the public; and WHEREAS, from time to time, City needs additional contract services (the "Services") to assist it in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the Services referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. iNCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. .SECTION 2. 2.1 2.2 SCOPE OF SERVICES City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. mod/cont ract s/1 O/17/0 3 Language Line Services, Inc. Interpreter Service Corem Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.3 City shall designate payment of the Services from City budget appropriation number 509 funds. 3.4 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. 5.1 5.2 COMPENSATION Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than One Thousand One Hundred Dollars ($1,100.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount for each month same remains unpaid. Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City' s prior written consent. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from its Effective Date through December 31, 2003, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. mod/contracts/lO/16/03 2 L, anguage Line Services, Inc. Interpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 .SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services. 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. mod/contracts / 10/16/03 3 · L~anguage Line Services, Inc. Inferpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all present and future laws, executive orders, roles and regulations applicable to Professional's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference, and Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of same. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. t~anguage Line Services, Inc. Interpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement which can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel and One Civic Square Carmel, IN 46032 A TTN: Marvin Stewart, Director, Communications Center Douglas C. Haney, City Attomey Department of Law One Civic Square Carmel, IN 46032 PROFESSIONAL: Language Line Services One Lower Ragsdale Drive Monterey, CA 93940 ATTN: 'L~ .......... ., .... - ....... ~ Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. raodlcongracts/lO/16/03 5 L. an. guage Line Services, Inc. Interpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of law provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7A5 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. mod/contracts/lO/16/03 6 L. anguage Line Services, Inc. Interpreter Service Comm Center - 2003 Appropriation #509; P.O.#7472 Contract Not To Exceed $1,100.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety LANGUAGE LINE SERVICES, INC. BY: James Brainard, Presiding Officer Date: Date: "~/" ~---J- Authorize~d Signature Printed Name: /~,,4 Title: ~-,C~.~ 0,.. { FID/TIN: SSN if Sole Proprietor: Lori S. Watson, Me~r ! Date: ~ / v J / E~iana Cordray, IAMC, Cle Date: ~~pu~ Clerk r-Treasurer mod/contracts/lO/16/03 7 CLIENT: ENROLLMENT FEE · One-time setup fee for each client identification number, which includes a detailed monthly statement ................................................................................ $200 · Each subsequent client identification number with corresponding statement ................................ $100 MONTHLY FEE · Monthly minimum applied against usage ........................................................................................ $50 INITIAL TERM ............................................................................................................................... 1 Year · Initial Tem~ PER MINUTE RATES · Usage is billed in one-minute increments. · Pdce per minute for Language Line Services is based on the language requested and time of day. · Volume discounts apply. TIERS LANGUAGES PEAK* NON-PEAK** Tier I Spanish $2.20 $2.50 Tier 2 Chinese (Mandarin and Cantonese), $2.40 $3.10 French, Japanese, Korean, Russian, Vietnamese Tier 3 Amqenian, Cambodian, Gemqan, $2.50 $3.80 Haitian Creole, Italian, Polish, Portuguese Tier 4 Fami, Tagalog, Thai, Urdu and all other $2.60 $4.50 languages offered by Language Line Services * Peak = 5 a.m. - 5 p.m. (Pacific time), Monday - F~day * * Non-Peak = 5 p.m.-5 a.m. (Pacific time), Monday-F~iday, weekends, and holidays (New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas). · Them is no charge for toll-frae access to Language Line Services. · Per minute rates do nnt include intemafional calls. EXHIBIT © 2003 Language Line Services-06.10.O3 1 Lower Ragsda~e Drive · Monterey, CA 93940 · w,~w. LanguageLine.com ~0/09/03 TBU 07:49 FAX 8316485814 LANGUAGELINE TEL~SALES ~001 OO Language Lin Fax One Lower Ragsdale Drive Monterey, CA 93940 www. LanguageLine.com Tm Janet From.' Dustin DeKeyrel Carmel Clay Communications Fax~. 1-800-82%9040 Att: Dustin Company: Center Fax:. 317-571-2588 Phone.' 1-800-752-6096 Ext. 9 7468 Phe~t® 317-57%2586 E-mail.' ddekeyrel~lang ua§aline.corn Date= October ~, 200:} Total Pages: 8 (Inctudin~ this cover page) Dear Janet, Thank you for your interest in Langua~ Line Services. Language Line Services, Inc. O,,LS) is the founder of the Over the Phone batcrpretafion (OPT) industry. Over the past 20 years, LLS has continued to establish its reputation as the industry founder, leader and innovator, adding a number of indust~ f~rsts and milestones. Features & Benefits: .S. uoerior Intemret~r OualitV: Training und Ccatification Programs e Compliance: JCAHO, II[PA& TITLE IV, OCC bulletin 2001-27 and Gramm-Leanh Bliley Act · Instant Access lnte eters: Connect to an interpreter in less than 2 seconds · Tree 150 Lan~uaee Coverage: 1,500+ skilled interpreter scheduled staffi not froelancers Insurance Coveraae: Professional Liability - Exclusive to LLS Global Rexlundancy: 5 global call centers in four countries across 11 time zones 24 x 7 Customer Service: Available to assist with service and interpretation issues · Certified~ Indust~ specific certification American Society_ on Testing Materials (ASTM'~: Standards for 1raining, indusl~y certification and equipment - LLS is the only OPI provider to meet these standards . Awards: Malcolm Baldrig¢ National Quality Award, and Eureka Award fOr P~t'orm~ce Excellence How to Become a V~lued Language Liae Services Customer: Subscribed Inte rotation 1) Approve the LLS Service Agr~anent (2 Pages) 2) Initial Attachra~mt A - Customer Charges (1 Page) 3) Complete Attachment B - Customer Profile (2 Pages) 4) Fax back completed documents (Total of 5 Pages) to 800-821-9040 ATTN; Dustin Please do not hesitate to contact me with any questions, concerns, or need for information. 1 look forward to working with yon as your dedicated Account Representative. Sincerely, Dustin DeKeyml EXHIBIT !0/09/05 THU 07:49 FAX 8316485814 LANGUAGELINE TELESALES ~3003 Asholi ............................ ADO Aflt, aans ....................... AFR Aka n ............................. AKA Albanian ........................ .ALB Amha~i¢ ....................... AMH Arabic ........................... ARA Armenian ..................... ARM Assyrian ........................ ASS Azerbs~sni .................... AZE Bahnar ....................... BAHN Bambara ....................... BAM Belotussian ................. BI~LO Bengali .......................... BEN I~erbet ........................... BE.R Bosnlan ......................... BOS Bulgarian ...................... BUL Burmese ....................... BUR Cskchiquel .................... C_~K Cantonese .................... CAN Catalan ......................... CAT Chakieen .................... CHAL Chao-Ohow ................... CHA Chaveceno ................. CHAV Chemkee ................... CHER Croatian ....................... CRa Czs,~h ........................... CZE Dakota .......................... D^K Danish .......................... DAN Dad ............................... DAR Dinka ........................... PINK Dutch ............................ oUT IEs~oni~n ........................ £$T Farsi ............................. FAR Fijian ............................... FIJ Finnish ............................ FIN Flemish .......................... FIE French ........................... FRE ;ranch Canadian ........ FREC Fuktenese ....; ................ FUK Fuia ............................. FULA Fuzhou .......................... FUZ Gaddang ...................... GAD Gaelic. .......................... GAT Ge~rgilm ...................... German ........................ GEE Greek ........................... Gujarafi ......................... GUJ Haitian CmOis ................ HAl Hakk~ ............................ HAK Hausa .......................... HAU Hebrew .......................... HEB Hindi ............................... HIN Hmong ......................... HMO Hubel ........................... HUB Hungarian .................... HUN Hunanese ................... HUNA Ibanag ............................ IBA lbo .................................. lBO Icelandic ......................... ICE Igbo ............................. IGBO Ilenano ........................... ILO Indonesiall .................. INDO Italian ............................. Jakartansse .................. JAK Japanese ...................... JPN Jarai .............................. JAR Javanese ....................... JAV K~nJabal ........................ KAN Kashmiri ........................ Khmer (Carnbndian)..... KHM Korean ......................... KOR Kilo ................................ KRI Kurdisb ......................... KUR Kurmanji .................... KURM Lakota ............................ LAK Laotian .......................... LAO !.ab4an ........................... [.AT Ungais ............................ LIN IJthuanian ....................... LIT Luganda ........................ LUG I. uxembourgenis ........... LUX Macedonian ................. MAC Malay ............................ MAI. Malagasy .................... MALA Maiayaiam ................... MLM Maltese ....................... MALT Mandarin ...................... MAN Mandinka ................... MAND Mankon ...................... MANK Marathi ......................... MAR Mien ............................... MIE Mixteoo .......................... MIX MongoGan .................... MaN Nays Jo .......................... NAV Neapolitan .................... NEA Nepali ........................... NEP Nigerian Pidgin Engtish., PID No~vagian .................... NOR Nuar ........................... NUER ammo ......................... ora Pampangan .................. pAM Penpasiaan ................... pAN Papiarnente ................. PAPI Pashto .......................... PAS Pidgin English ................ PID Polish ............................ PaL Poffuguese ................... POR Portuguese Creole...., PORC Punjabi .......................... PUN Rhade ........................... RHA Rornanisn .................... ROM Russian ........................ Samoan ........................ SAM Sango ........................... SAN ~erblan ......................... SER Shanghai ...................... SHA $i~llan ............................ SIC $1nhalese ........................ SIN $indhi .......................... SIND $1ovak .......................... SLO $1ovenian ....................... SLY Somali ......................... sam $omni ........................... sar Spanish ........................ SPA $wehili ......................... SWA Swedish ....................... SvvE Szechuan ...................... ~.E Tagalog ........................ TAG Ta[wenese ...................... TAI Tamil ............................ TAM Telegu/TelugU ................ TEL Thai .............................. THA 'T]batan ........................... T~re ............................. TBR T~gdnya ........................... "ra!sham~se ..................... TOI Tongan ......................... TON Tenceuieur ................... 'tau Tshiluba ........................ TSH Tuddsh ......................... TUR Ukrainian ...................... UKP, Urd~ ............................. URD VietnameSe .................... VIE Vieayan ......................... VIS welsh ........................... Wolof ........................... WOL Y'Kldlsh ........................... YID Yomba .......................... YOR Yupik ............................ YUP of all customer requests from the 6,809 languages spoken in the wodd today. These 150 languages represent 98% of deleting languages based upon customer needs, We monitor our language requests continuously, adding © 2003 Language Una Services- 06.26.03 1 Lower P, ag~ale Drive · Monterey. CA 93~40 · Www. LangungeLine.~om EXHIBIT h