IRCO International Language Bank ~ C190016 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUST ACCOMPANYEvERY CONTRACT
Contract Title: On-Call City Wide Interpretive Services Number: C190016
Contractor: ICRO International Language bank Contract Total: $5,000
Contract Overview: To provide On-call m=retive services by person to person translation
Simultaneous Interpretive Services,W'titten Translation and Calls. Contract to be
used by all city departments
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ❑Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Gloria Pinzon-Marin Ext- 2594 Department: CD
Type: ® Personal Svc ❑ Professional Svc ❑ Nrchitectural Agr ❑ Public Imp ❑ General Svc
❑ Engineering Svc ❑ Other: Start Date: 9/27/2018_End Date: 6/30/2019_
Quotes/Bids/Proposal: FIRM Amouw/Scom
ICRO International Language Bank Awarded
Telelanguage Services Awarded
.,account String: Fund-Division-Account Work Order—Activity,Tae Amount
FY Not emcumbermg On-Call Contract
FY
FY
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Atiprovals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments: OALC4CUtXf��) gkkTPYLA
Purchasing Signature-
City
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City Manager Comments:` S4b Ke ri `
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract Number !
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
ON-CALL CITY WIDE INTERPRETIVE SERVICES
THIS AGREEMENT made and entered into this 27`s day of September,2018 by and between the
City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and ICRO
International Language Bank,hereinafter called Consultant.
RECITALS
WHEREAS, the City's 2018-2019 fiscal year budget provides for services related to language
interpretation services;and
WHEREAS,City has need for the services of a company with a particular training,ability,knowledge,
and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as City does hereinafter require,under those terms and conditions set forth,
THEREFORE, the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement. Consultant agrees to complete work that is detailed
in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City
will be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended, on June30, 2019. The Parties may agree on four (4)
additional one (1)year extensions to the Agreement. At no point shall this Agreement exceed
five (5) years. All work under this Agreement shall be completed prior to the expiration of
this Agreement.
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in any subsequent agreements that
arise from the work under this Agreement. The total amount paid to the Consultant by the
City shall not exceed Five Thousand and No/100 Dollars($5,000.00)if all tasks are completed.
Any and all payments made to the Consultant shall be based upon the following applicable
terms:
A. Payment by City to Consultant for performance of services under this Agreement includes
all expenses incurred by Consultant, with the exception of expenses, if any identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
Payment shall be made only for work actually completed as of the date of invoice.
C. Payment by City shall release City from any further obligation for payment to Consultant,
for services performed or expenses incurred as of the date of the invoice. Payment shall
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay- such claim and charge the amount of the payment
against funds due or to become due the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
I. Consultant shall promptly, as due, make payment to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other needed
care and attention incident to sickness or injury to the employees of Consultant or all sums
which Consultant agrees to pay for such sen-ices and all moneys and sums which
Consultant collected or deducted from the wages of employees pursuant to any law,
contract or agreement for the purpose of providing or paying for such service.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT
Citj shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this Agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to this Agreement.
5. ASSIGNMENT/DELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
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whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them,and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is
and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not
an employee of City,shall not be entitled to benefits of any kind to which an employee of
City is entitled and shall be solely responsible for all payments and taxes required by law.
Furthermore,in the event that Consultant is found by a court of law or any administrative
agency to be an employee of City for any purpose, City shall be entitled to offset
compensation due,or to demand repayment of any amounts paid to Consultant under the
terms of this Agreement, to the full extent of any benefits or other remuneration
Consultant receives (from City or third party) as a result of said finding and to the full
extent of any payments that City is required to make (to Consultant or to a third party) as
a result of said finding.
B. The undersigned Consultant hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive
any remuneration of an; description from Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
If this payment is to be charged against Federal funds, Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his or her normal charge for the type of service provided.
Consultant and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System.
C. Consultant shall obtain,prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based on a calendar
year with a December 31st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
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as the requirements of applicable federal, state and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
Consultant agrees to indemnify and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies) that may be asserted by any person
or entity which in any way arise from, during or in connection with the performance of the
work described in this contract, except liability arising out of the sole negligence of the City
and its employees. Such indemnification shall also cover claims brought against the City under
state or federal worker's compensation laws. If any aspect of this indemnity shall be found to
be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this indemnification.
8. INSURANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly
or indirectly out of Consultant's activities or work hereunder,including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Consultant shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $2,000,000
Products-Completed Operations Aggregate $1,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
B. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence shall not be less than$2,000,000.
If Consultant uses a personally-owned vehicle for business use under this contract,'the
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of the
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contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. The Combined Single Limit per occurrence shall not be less than $2,000,000.
C. Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon lave= for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
Year. Consultants who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers shall
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, shall include the City its officers, employees, agents and representatives as
additional insureds with respect to this contract.
E. Insurance Carrier Rating
Coverages provided by the Consultant must be underwritten by an insurance company
deemed acceptable by the City. M policies of insurance must be written by companies
having an A.M.Best rating of"A-VII" or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Self-Insurance
The City understands that some Consultants may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Consultant is self-insured
for commercial general liability or automobile liability insurance the Consultant must
provide evidence of such self-insurance. The Consultant must provide a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate rill specify and document all provisions within this contract and include a copy
of Additional Insured Endorsement. A renewal certificate will be sent to the below
address prior to coverage expiration.
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H. Independent Consultant Status
The service or sen-ices to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer,employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by
law. The parties further agree that other insurance maintained by the City is excess and
not contributory insurance v;ith the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability,professional liability,pollution and errors and omissions policies required by this
contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 S\X'Hall Blvd.
Tigard, Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit Consultant's liability
hereunder. Notwithstanding said insurance,Consultant shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS
All notices,bills and payments shall be made in writing and may be given by personal delivery,
mail or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The
following addresses shall be used to transmit notices,bills,payments,and other information:
SU,rn; of Tic.,, w ''Y1>d_:0.11ti'1'fil NATION.A,,L1-tN'Gi t±t`'A,—NK
Attn: Gloria Pinzon-Marin Attn: Ping Vanloeun
Address: 13125 Ste'HallBlvd Address: 10301 NE Glisan St
Tigard OR 97223 Portland OR 97220
Phone: (503) 718-2594 Phone: (971) 271-6480
Email: gloriap@ngard-or.g„ov Email: in ircoilb.or�
and when so addressed,shall be deemed given upon deposit in the United States mail,postage
prepaid,or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the time of actual delivery. Changes may
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be made in the names and addresses of the person to who notices, bills and payments are to
be given by giving written notice pursuant to this paragraph.
10. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made
in writing and signed by both parties.
11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an attorney and/or other professional who
individually,or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services on an attorney and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to
the satisfaction of the City. If such conflict is not eliminated within the specified time period,
the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement.
12. TERMINATION WITHOUT CAUSE
At any time and without cause,City shall have the right in its sole discretion,to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the date of termination.
13. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by lav-or regulation to be held by Consultant,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if
there is an assignment for the benefit of creditors of Consultant.
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Any such termination of this agreement under paragraph(A) shall be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
with its terms,and after receipt of written notice from City,fails to.correct such failures
within ten (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be exclusive and are in addition to any other
rights and remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Consultant bear to the total services otherwise required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Consultant. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
15. FORCE MUEURE
Neither City nor Consultant shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled,including but not restricted to, an act of
God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause; provided that the parties so disenabled shall
within ten (10) days from the beginning of such delay, nodi -the other party in writing of the
cause of delay and its probable extent. Such notification shall not be the basis for a claim for
additional compensation. Each party shall,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
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16. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Consultant of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the
Americans with Disabilities Act of 1990,ORS 659A.142,and all regulations and administrative
rules established pursuant to those laws.
18. ERRORS
Consultant shall perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
19. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement may authorize extra (and/or change)
work. Failure of Consultant to secure authorization for extra work shall constitute a waiver
of all right to adjustment in the contract price or contract time due to such unauthorized extra
work and Consultant thereafter shall be entitled to no compensation whatsoever for the
performance of such Mork.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and
court costs,including attorney's fees and court costs on appeal.
22. GOVERNING LAW
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant shall comply with all applicable federal, state and local laws,rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime, medical
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax vithholding contained in ORS Chapters 279A,279B and 279C,
the provisions of which are hereby made a part of this agreement.
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24. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrument in the proposal of the contract,this instrument
shall control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement,and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
26. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable,seller must make payment promptly as due to persons supplying Consultant
labor or materials for the execution of the work provided by this order. Consultant shall not
permit any lien or claim to.be filed or prosecuted against Buyer or any subdivision of City on
account of any labor or material to be furnished. Consultant further agrees to pay to the
Department of Revenue all sums withheld from employees pursuant to ORS 316.167.
28. HOURS OF LABOR
If labor is performed under this order,then no person shall be employed for more than eight
(8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or
emergency or where the public policy absolutely requires it,and in such cases,except cases of
contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least
time and a half for all overtime in excess of eight (8) hours a day and for all work performed
on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for
personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half
for all hours worked in excess of forty(40) hours in any one week,except for those individuals
excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209.
29. MEDICAL CARE AND WORKERS' COMPENSATION
Consultant shall promptly, as due, make payment to anv person, co-partnership, association
or corporation, furnishing medical, surgical and hospital care or other needed care and
attention incident to sickness or injury,to the employees of such Consultant,of all sums which
the Consultant agrees to pay for such services and all moneys and sums which the Consultant
collected or deducted from the wages of the employees pursuant to any law, Consultant
agreement for the purpose of providing or paying for such service.
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30. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant,enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied,%ith:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters
316, 317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant,or to goods,services,or property,whether tangible or intangible,provided
by Consultant;and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer,modification,or assignment,and shall be free and clear of any
and all liens,claims,mortgages,security interests,liabilities,charges,and encumbrances of
any kind.
31. COMPLIANCE WITH TAX LAWS
A. Consultant must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the pro-6sions
described in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
Agreement,that the Consultant has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a material
breach of this Agreement. Any violation shall entitle the City to terminate this Agreement,
to pursue and recover any and all damages that arise from the breach and the termination of
this Agreement,and to pursue any or all of the remedies available under this Agreement,at
law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff,and withholding of amounts otherwise due and owing
to Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages suffered
as the result of Consultant's breach of this Agreement, including but not limited to
direct,indirect,incidental and consequential damages,costs of cure,and costs incurred
in securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectiveli, successively, or in any order
whatsoever.
32. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver,consent,modification,or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent,modification, or change if
made,shall be effective only in specific instances and for the specific purpose given. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Consultant, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD IRCO IN'ITE ONAL GUAGE BANK
By: Marty Wine, City Manager : Author' d Agent of Consultant
Date Date
12 1 P ?,g .
EXHIBIT A
SERVICES TO BE PROVIDED
Contractor will provide interpretive services on an as needed basis for City wide interpretive services.
Contractor will'provide the following services:
• Person to person translation
• Simultaneous Interpretive services
• Written Translation
• Calls
Department Requirements
Court Department: Prefer a Court Certified interpreter. Must at least be Court Qualified.
Police Department: Court Certified interpreter.
COST/RATE ESTIMATES
$ Cancellation Minimum
On-Site Interpretation Services (Hourly)
Standard Rate $40/hr 1 business da• 1 hour
Group Simultaneous Rate $50/hr 1 business day 1 hour
Certified Legal Rate $50/hr 1 business day 2 hours
ASL Rate $95/hr 2 business day 2 hours
Same day and/or less than 24-hour request will be charged additional$10 per request
Telephonic Interpretation Services Per Minute
All Spoken Languages I $1.49/min I N/A 1 minute
Video Remote Interpretation Services (Per Minute
All Spoken Languages/ASL I $2.83/min N/A 1 minute
Written Translation Services Per Word
All Languages I $.22-$.34/word N/A $50/Language
Regular business hours (Monday—Friday 8:00 AM to 5:00 PM Pacific Time). On-Site Interpretation
Services provided outside regular working hours,including holidays,will be charged an additional$10
per hour.
13 1 Pa2e
0 EXHIBIT B
14Krco CONSULTANT'S PROPOSAL
lntern4tiMial L4ngtjagc Bank
Services Billing Agreement
The International language Bank(I•LB)is a program of the Immigrant and Refugee Community Organization(IRCO),u`•trr_n--
profit organization_ founded in V576 with the history of assisting refi:g=* and na imigtants thr;:ugh the wxjcRt. staMs of
irteg*rati n into Amerim-,swie ty.Weare c1mmly connected to newly-arrived rcfi_so;p and irrt ui mantprpnlarons and maintain
strong ties to existing populations thmutgh our multirultarll Board�rjf Iiirty.mrs,staff,and rlients,~:vr-i;.+are themselves members
of these,coinnrunities.
IRCO's I.LB has been providing high quality,and culturally apptopriate American Sign Langr nee(ASL;on-sitsif-M-denaand
inLmDretation and translation s4rviees,Oor goal is to deliver a trusted ss;lt:stuon w all of your r wltili;.igi a.t needs that are tMored
S yeclfically to our orga ii7.zlion. A-7 a ruember of[h P,` ATA (American T amllwors ?issociat on) and Iia (Intvnational
Medical'nierpr+eter Associanor),we pr.,vi&professional,pet:onaliaed customer sfxy ice oad a compiebensive range ofhigh.
quality services flat a'trn to ex.rxM client expectations.
ILB rr gained national recognition to providing the most prsifessiona.l,acouilte language sme ices in djo indue.try for over
2 iE languages and din]evs-nwny of which air,dialects and I arg ci3ges of I•mser diffusion woken by i.ri rigrar*t and refluge-:s
resettling in the whole Ur-ated States,part-ioulady in Portland metro area.
1. Dim-Site 5 ken Lart ua e/ASL into retatiorr
Our services am,availrb c-'wenty-fryer r-74'm hours a day,sever(;)days a week-..Our regular business hours art-Monday through
Friday,8:0-3 aai,tct 50)p..m.,excluding federal holidays. have different rates ic+ s+ti-idard,group simult.nc+pus,c oit fw
in dic tl and regal interpreters,plea.0 refer to the detailed rate sched+tale.
ILB prefers-a week in advance notice to arrange an interpreter-, However,we we,always wilting to wo&with tbo Vastomer's
deadlines to .a+;�.ornrnoddte Shin-Letiec and emergency requests. 1T.H ,staff personally a.5sist4 with the appointrtiertt set-up
p:(txxa and weeps the customer informed aboui d,,e StAtias ofeeU!request
2. Teltyhotak IntqpWatlen
Outr Te..lcph-mu4 lrtt ipmetation Scn%ces•-No scheduling is rozessary. VVH will conn+-et.you on demand with a trained and
skilled interpreter 2417/365.'dWheaz you need an interpreter,just let LLS know the ltmoguage and your intemretermn')be corneded
in less titan.30 tavnds on average.
3. video Remote Interpretation
111..13 is also pleased W present our solution for cloud-based rcraote video interprets ag for spiixrn lan_quag-,�in addition to ASL that
will allow you to n-itmt your growing demand for langniage services at a cost-effective imtc.
4. Written Trauslatiou Fces
ihu banslation rates depcmd L+'Km the P-%--aber of'wcmds,the target language(s),the conipleati y of the text;the deadline.,gcupr ac
layout iNuitements,and lural format anwng other thikgs. 4Vo can therefore nvq give an actual coil:mtil we ser:*tie English
py-.-x x(sou ze file)that needs to be translated.
When you are rawly to have the_source docaament to be translated,please fuTward it to 1LE Translations.ILP!Translztiers will
provide an esttttsaite within 24 houms hbr your sign-oft:Them i!no creat for thew a rim-ales.Wc?rk o i N,tnansl.atii]r cx m +ince
the fatal estimate his been approved.
1 I P a 6 e www,iaz-o.org/Ah! T.;503-234-0068 :u ."i-- L:i�aterpr:etatitnr :.i,.•:, 11. -t;
180 's RX Rate Schedule
C'nCell,i
tionNAinimum
On-Site- . Interpretation Services(Houfly
Standard Rate I business day I Hour
GTOU. s4n'Atancltus kite 1 businesshy._ J flow,
certiffiLx�c�qf $50thr I lhusiness day 2 yburs
ASL Rate.-_-.—.
Ate $-95/br
rm busies day 2 Hourcs
sa
day and/or less than 24-hour wilt he cba�gcd additional$1t1 perLregLuest.
LApkoni�..!n!erpretsfion Services(Per Minulivs)
A
1_{?ckSEL_an �g 51.49/min NIA, minule
__Dy j�s
Video Remote Interpretation Services(Per Minutes)
I Minute
Written Translation Services Per Word)
All Language--; $.22-&34-Avejed I'VA J_
5[l1_tan&
IRCO regular working hours(M-F,8:00 a.m.to 5 p.m.,Pacific Time).On-Site Interpretation Services provided outside
regular working hours,including holidays,will be charged an additional$10 per hour.Please make sure to look for email
confirmation for the details of contract specifying work requirements for each on-site assignment.It is client's responsibility
to notify us if any confirmed information is not correct,
Canreflafion s!wide less than 24 hours(48 hours for ASL) -.12;idv%ncr,of rese-veelpresvhed-nleri appointmQnts.will -u;
subject to ourMinimum Charges.
Minimum Charges will be based on the above minimum&-axt,cr the total arneunt of flale reqHnstediresw-YLA by you
(our client),whichever greater.
For example,if you request an interpreter for a minimum of 3 hours and the appointment only takes 2 hours,you will be
charged for 3 hours of services.This protects our interpreters who turn down other appointments to be available for yours.
) he Travel Ft-.�.Thev-,vii!l be a:ravol chn�
UNS ge at hnlrof ini'lar'orciatic nates.!sted abo,?�-if inteipietationjob is outside of
Pcillmd.city limits,assessed as the dw0on1t)trave!-roundMi. may 2_ipjy
.MSU Appointments inning more than one hour in lengi i may require a team of two ASL interpreters.When two interpreters
are required,the above rates apply per inte.preter.This polic:y is in accordance with 2ie Regisky of Literpreters for the Deaf
official position on team interpreting.
Please pore Arran on-site tequestv,tf1he appoiniment eAveds the mmtmwn numberof hours requested,the additional time will
be billed in half hour increments
The rates statedabove Al go into effect immediately upon the completion of the billing agreement by both parties IR CO's&B
reserves the right to enter into a new bift agreement with)lour organization at any time.
Dise.1mure
It is important to note that although the International Language Bank(ILB)strives for excellence in providing services to our
many clients,on occasion,them are instances in which interpreters do miss their scheduled appointments, are late for an
T.,503-234-c-ftg F.,into_r
appcinLanient,or dmp the calls.if his is rhes caw,IL R Avill not beheld respattsi�slr::"t+r dr_y damages ircaxrrcd by the client forthe
r'a sed appointsnent.'I?ais inulu&i, We is cot ii-nited to the cane,chatiigii fees cliarged hytl;irdpariicstoyour rsrWivation.
4VIiiie iRCO ILB will rnakc every attempt to provide interpretation services fbr all appoinres� utby � rris, Wat
=y niot be able to fulfill ai.lregimts due to cilranL5ta1'imbeyL'r3dourcontrol.
lilrr���i411e`_!t'dt141ti Clause
The Clic-sat agrees:•ovio ezmtact. ;y Intesprett,r dir+rrti without the k rt:o?'Ixrnilssion of Internatrnrv!Language Banff;(ILJF).In
addi ibnxn, the Client agrees that: it will^.et hire IM inte-rp-reins ind+pendrnt y; as such an an ngement oiild resulh in the
displacenienta}f any IL,13 services(i_rtmpt-.)).aflonand!ortruristation_),1f hi fact the hiringof ILB interpreters ii£!anyYes-pticity'would
curse a con1lic,ofinterest between ILB tanflClient,the Client agrees not w offer eniplc;yrnent for a period of I wt!ve i'i'2')m-ontl s
after the last date of crnployrriaxt between ILB and the interpreter.
i4 clause is not intendfd to restrict.the normal operatiarss of!he Cl tint's btwimss and does not sppty try work irg,i0ationships
that existed pri(�rtothe Client's initial wirIv i'th M2.II.B wits hold itself to tttesiune listedal-x-svr.
in reg&-d to the Client's op,f;ceioas..
AUTHORMATION
1 affirm thratl am an authorized rt-pr,,.-e-r.+iariv�c irhe orgearkati-an-helow aril on he natt f rhe rr'ganf`'ationlJ;sgyre u;the rate.
and canditFons noted ahove. f1wrther, [authorize paympnt kXAe r,+rganaadon, upon vevciprc f in lora n�i sent by ILB to,rhe
, Ulr„-krig authoriwdaddivs:•
Company name' IR(;O _ „--------------- ---- ,_„ _—�—
Biltint,r},i(SrirsS:�.__.l.Q r1 Ni v�Glisan Street,Portland.OR 97220--
Phone
':7,24 Phone Nu.(imkidz cxt.):.2''s..2j—j6480 —_&Ina91:The 6binic party airs-li Ita„y all sums within thirty(M)days of the b Wag dale.If any SUtns remain unpaid for nxrn than thirty days,
the billing party&All 4.t asscsred eighteen prrr;enU.1H°b)interest monthly nn.,uoh moi ur,iil paid in fu-11.
Print Narne., title;
"PLEASE EA?LISGkN BAf;iZ>'1JI.][.AGREEMENT FOR OUR RECORD"
11t`C'(],'sI.ft saFntsture: - -.—.�r'p`'.I`�`'-, -•._._.._T_-- ---- --
Prim Names:PW&Vankmm Title:ILB Marma —
: G -234-0069 ?=.i3A724 ircoilb.org3 wwwimo.orgt3 '-
Gloria Pinzon-Marin
From: fat'mah@ircollb.orr
on behalf of jR(--0 interpretation Services
Sent; Tuesday, August 7, 20.18 8:06 AM-
To: Gloria Pinzoi)-]Marin
Subject- Re: 1-alquage 2'."bei,,Aices- (Jfy o".Tigard
Attachments: Bill]rjg Agreernent- Standard S4iJ.pdf,- List of Languages-Crtsite.pdf
Follow Up Flag: Follow jjp
Flag Status- Flagged
Hello Glona,
Thank you so much for your willingness to support our Immigrant and Refugee Communities by
contacting IRCO's ILB for your interpretation service needs. This is our expertise and we will definitely
be able to assist you.
Please find the attached IRCO's ILB Billing Agreement as well as the policies for cancellation and
other important aspects. If you agree with the terms and conditions, please sign it and send it back
electronically for our records. Once we receive your signed agreement, we will set up your account so
that you can request our services.
We are so pr(-,;ud to offer o u r on-demand services for over 200 languages---24 hours a day, 365 days
a year, please refer to the attached list of available languages. Here are some highlights of this
services:
• ILB is offering a competitive discount rate at X1.49 per minute for all, langu„igeq, with no
monthly or gadded hidden fees.
• There is no cost to establish your account.
• There are also no required special phone system or equipment to make a request.
• We provide multiple-party calling within the United States and Canada at no extra charge. This
is convenient for cliarit reminder calls and appointment scheduling.
Our on-demand telephonic interpretation service is a simpje and friendly service-.
o Call 503-505-5187 to be connected with our friendly operator within 5 seconds,
o Let us know your Customer Code, Language Needed, Your Name, then
o You will be placed on hold while our operator connects you to an interpreter.
If you plan to use on-dernand telephonic interpretation services, please iet us know,
4.
Your preferred customer code (4 to 6 digit number) and
2. Billing questions (if any)
For your convenience,, I have attached a list of languages we offer.
Please let us know if you need further information. We look forward to hearing back firurn you.
Sincerely,
Fa6mah
-_'--- 11-B Tearn
I~ 1 nternretation
P:(503)234-0068 is(503)233-4724.:: 10301 NE;Glisar St. Poniard, OR 97220
s: h:tas7Oirco.org/ilb! interpretation@ircoilb.ora
�x�
'i rin information contained ir,tinis communication,including attechmr-2%is privileged and confidential.It may also contain nrot cted hez lth information.which is
,everned by FIPAA regulations and is intended only for t'r:e 7ndnr!dual named.you and you-entity 4:e resporisiale'to assu>e HIAA rogulotron and guidelines are
fc!iowed.i;rs intended on'y for the exclusive use of the addressee.If the redeze;of thin:rrmessage is not the intended recipir:nt,or the emdlove,u:ageni;esponsible
for de?ivering it to the inte:ided recipient,you are hereby noiitied that any dissemination,distribution or-opying of thi- ommunication is strttly prohibited.If you
,lave received tLs communication in error,please noel y us by telephone immediately. If you no longer wish to receive emails from this source,pleaie r eoly with
'unsubscriLa'in the subject line.
Ort 11 oil,Acig 6,t'.I019 at 1-i,6,YM, Jloria P—M.,(:.ii-'ME1:6.11<i�1.;i:I l3 �C tI ;ilCf-�`I. Ol i wrote:
Hell 1a,
I am iriq it ng about.on-demand remote haterpretatio_i(Mairily 'ria phoiie„ s-id ASL via Nideo;and .'auslatlil'y
se..ices. We'd like to gain about costs and IRCO's process.
hi.3or-ne rare occas.imis iii-r-e-t-sor ir.tt;rp;: etatian. Do you proy dle.sir-auhaixonls ;riterprNation sennicies`t' Lf so,
Cc you have equipment available for sirmatta:ie-jus Inter a-eisltions?
For translating servaeeS wa are:!_Iso took-€lg.for e,quote amd description of rl-Var process. We lit especially
_lterested 1t., knowhog your rlocass far];1' ofre ding your owr1 work.v8. ofi.er's work I'd r`.liso like to k.riow
,adietlier•your ling-olsts txa sla a on diverse programs;word,f.-IDF, P-Alisher,lnDesiga, etc."
Mf aik-
Glo_a Pi_zorn:N,a:i1--1
P :mi.k-'.E'�.]1n:yiat�Assi��ani
wr
International Language Bank
On-Site Interpretation: interpretation@-ircoilb,or�
Translation: translation@ircoiib.or
LIST (W iMiGUAffAS
Albr r:san
Chin Clem-an Korean hfushungul, Soriin r
Amharic Chir.(Falam) Greek Kosraean Navajo Sb r nke(Sw alludi)
Anuak Chin(Hakha) Guarani Krai�n Nepali sosrinke
Arabic(F,gyvtian) Chin(Lai) Gujarati Krie Norwegian (Samkholr..)
Arabic(Iraqi) Chin(Mizo) I-Iainarrese K.unama, Nucor Sor;mrri(K urdish)
Arabic(NIoderi, Cain('I'edie) Haitian Creole Kurdish Oromifa Sollsou
Standard) Chin(Z'D,Zomi) Hakka(Chiar*w) Kurdish(Babdini,) Pashto Spanish
Arabic'Moroccan) Chine(Zophei) Hassan ya Kurdish Patois(Jatiisi„urr) Swahili
Arabic(Sudanese) +:,mese.Cantonese .Hansa: (Kuxman i) Pidg m Swedish
Arabic(Yemeni) Chinese Mandarin Hebrew Kurdish(Soranii (C'9x1!eroon_ian-) Sy'-heti
Armenian Choujo Hindi Kyrgyz Pidgin(Nigerian) Tagaicg;(Filipino)
Ashapti C.`liuukese F!7-1110118 Lao Polish T':aist±arese
Assyrian C otocoli i 1'em) Hungarian Isiviall Ponancan/ `Faiwunese
Azeri Croatian ' lor"'andic L:autu Pohzlpeian Taiik
Bahasa(Mala.ysiau Czech sigbo Lingala Portuguese Tamil
Bambara Danish Jlocano L,ithuarian (Brazilian) Telugu
Bashkir Dari lionggo Lorma Portuguese TeoclAow
Basque Dinka Indonesian Luganda (European) Thai
Bassa. D.i.oula Italian Luo Portuguese Creole 'ribetan
Belarusian Dutch Japanese Maa,},-M.aay Pulaar Tigrinya
Bengali 'airman Jarai Nhicte.-snian Pu.I.J0i Toisanese
Bosnian Ewe .1hingsu MGi,jy Q'&tndo-b"al Tongan
Bulgarian Farsi K'iche'(Quiche) MaJay alarm Roh x gya Tns'k
Burmese I Finnish Kannada Mam Romanian TxlikesetChuukese
Cambodian Flemish Karen Mandinka Russiar. Tuem..,h
Cape Verde Creole Foochow(Fu hou) Karen(Pwo) Mara Samoan Twi
Catalan French iCareru i(lCsyah) Marathi Senthsang U'lirainian
Cebuano French Canadian Kazakh Marshallese Serbian Urdu
Chaldean French Creole Jrhmer Matu Shaughairi.ese Uzbek
Chamorro FuWcncse Kikongo Way Shona Vietnam=
Chao-Chow Fulani Kikuyu Menge Sichuan Vi&ayari
F'ulde Kinyamulenge Mien Sicilian w c.lo ' i
Fuzhou Kinvmvanda Mina Sinhalese Xhosa }
I
GR Kirundi Mixteco (Ako) Siyin Yiddish
Garre Kituba Mixteco(Baja) Slovak Yoruba
Georgian Kizigua Mongolian Slovene Yup'ik
(Kizagulai Monten.Fgrin Somali Zulu
s More. Somali Bantu Zolni
And More,.,
-------- - _ - ----- - ---------- _ _—- --_�