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HomeMy WebLinkAboutAlba Enterprises - English and Spanish interpreter ServicesPROFESSIONAL SERVICES CONTRACT THIS PROFESSIONAL SERVICES CONTRACT is between the City of Yakima, a Washington municipal corporation (hereafter the 'City'), and ALBA Enterprises, 506 N. 11 th St, Selah, Washington 98942, (hereafter the "Contractor"). WHEREAS, the City of Yakima requires professional services for English to Spanish interpreter services for the City of Yakima; WHEREAS, the Contractor represents that they have the expertise necessary and are willing to perform the professional services required by the City in accordance with the terms and conditions of this Contract; NOW, THEREFORE, the parties agree as follows: Section 1. Statement of Work 1.1 The professional services that the Contractor will provide to the City of Yakima are English -to -Spanish interpretation services. 1.2 A professional interpreter will be available at the three Council business meetings regularly scheduled to take place each month. If interpreter services are not needed within an hour of the beginning of a Council business meeting, the interpreter present will be allowed to leave the meeting. 1.3 For other Council meetings (i.e., special meetings, executive sessions, study sessions, retreats, committee meetings, etc.) or other City meetings (i.e. townhalls, planning meetings, open houses), the City will require and the Contractor shall provide interpreter services only if the issue(s) to be discussed is expected to draw a large crowd (based upon the determination of the mayor and/or city manager) or if interpreter services are requested by the City upon no less than five-day notice. 1.4 The Contractor shall utilize equipment, to include headphones and microphone, provided by the City and augment this equipment as necessary. Section 2. Period of Performance and Term 2.1 The term of this Agreement shall commence on May 1,2026 and expire on December 31, 2027 at 11:59 p.m. 2.2 The Term of this Agreement may be extended on mutual written agreement of the parties. Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 1 Section 3. Compensation 3.1 The City shall pay the contractor for interpretation services at a rate of $100.00 per hour. 3.2 The Contractor shall invoice the City of Yakima, who will pay within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. 3.3 Any additional service(s) provided by the Contractor which are to be paid by the City must have prior written approval of the City. Section 4. Performance by Contractor 4.1 Delegation of Professional Services. The services provided under this Contract shall be performed by Contractor or Contractor's employees, unless the City gives prior written consent. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation, with or without the City's prior written consent, shall relieve Contractor of Contractor's responsibility to perform the Services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, if any, Contractor's subcontractors, and any other person who performs or furnishes any Services (collectively, the "Support"). 4.2 Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. Contractor shall not represent that they are, nor hold themselves out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. 4.3 Contractor shall perform the Services in a timely manner and in accordance with the standards of the profession. Section 5. Compliance with Laws 5.1 Contractor shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements of any governmental authority (including, but not limited to, such requirements as may be imposed upon the City and applicable to the Services). Contractor shall furnish such documents as may be required to effect or evidence such compliance. All laws, ordinances, rules and orders required to be incorporated in agreements of this character are incorporated in this Contract by this reference. Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 2 Section 6. Taxes and Assessments 6.1 Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments that Contractor is required to pay, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. Section 7. Nondiscrimination Provision 7.1 During the performance of this Contract, Contractor shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Contract. Section 8. Inspection and Production of Records 8.1 Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of three (3) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington State Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. Section 9. Property and Confidential Information 9.1 Contractor shall not, without the prior written consent of the City, disclose to third parties any information received in connection with the Services unless: (a) information is known to Contractor prior to receiving the same directly or indirectly in connection with the Services; (b) information is in the public domain at the time of disclosure by Contractor; or Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 3 (c) information is received by Contractor from a third party who does not have an obligation to keep the same confidential. Section 10. Indemnification and Hold Harmless 10.1 The Contractor agrees to release, defend, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, attorneys, insurers, volunteers and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct of the Contractor or his agents arising out of the performance of this Contract, except for claims caused by the City's sole negligence. 10.2 The City agrees to release, defend, indemnify, and hold harmless the Contractor from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct caused solely by the City, its elected and appointed officials, officers, employees, its agents or subcontractors arising out of the performance of this Contract. 10.3 The terms of this Section shall survive any expiration or termination of this Contract. 10.4 Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Section 11. Insurance Provided by Contractor At all times during performance under this Contract, Contractor shall maintain insurance written on an occurrence basis (unless otherwise stated) in limits no less than that stated below. All insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein prior to City's execution of the Contract. Contractor must also include with the Certificate a copy of endorsement(s) that 1) name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, 2) waive subrogation, and 3) states the insurance is primary and non-contributory. This Certificate of insurance and endorsement(s) shall be provided to the City prior to commencement of work. A certificate of insurance that does not include the appropriate endorsement(s) shall not be acceptable. The certificate of Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 4 insurance shall include a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractors's obligation to maintain such insurance. If Contractor carries higher coverage limits than those outlined below, such limits shall be shown on the Certificate of Insurance and Endorsements. The Certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The following insurance is required: Commercial Liability Insurance Minimum liability limit of $1,000,000 per occurrence, combined single limit bodily injury and property damage, and $2,000,000 general aggregate. Professional Liability Insurance. Minimum liability limit of $1,000,000.00 per occurrence and an annual aggregate limit of $2,000,000.00. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the inception date of the Contract. The insurance coverage shall remain in effect during the term of this Contract and for a minimum of three (3) years following the termination of this Contract. Section 12. Termination 12.1 The City may, by giving the Contractor twenty-one (21) calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed, whether or not Contractor is in breach or default, and with or without cause. Upon receipt of any such notice of termination, Contractor shall, except as otherwise directed by the City, immediately stop performance of the Services to the extent specified in such notice. Contractor shall have the same termination rights as the City. Section 13. Miscellaneous Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 5 13.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 13.2 No Conflict of Interest. Contractor represents that he and/or his employees, if any, do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that he will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 13.3 No Insurance. It is understood that the City does not maintain liability ce for Contractor and/or his employees. 13.4 Severability. If any portion of this Contract is changed per mutual agreement or any portion is held invalid, the remainder of the Contract shall remain in full force and effect. 13.5 Integration. This written document constitutes the entire agreement between the City and Contractor. There are no other oral or written Contracts between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 13.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: City Clerk City of Yakima City Hall — First Floor 129 North Second Street Yakima, WA 98901 TO CONTRACTOR: Jorge Villasefior 506 N. 11th Street Selah, WA 98942 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when hand delivered at the addresses specified above, or three. (3) days after the date of mailing to the addresses specified above. 13.7 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Washington. Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 6 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YA By Victoria Baker, City Ivlanager Date: ATTEST: By Rosa inda Ibarra, City Clerk City Contract No.: 20'26- 06! Resolution No.: N/A Professional Services Contract Between City of Yakima and ALBA Enterprises — Page 7 ALBA nterprises Date: sor