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CATHEDRAL CITY
May 16, 2017
PARED FOR: PREPARED BY:
”. R Martinez Michael Northrop
1ty Clerk TransPerfect
City 4100 Newport Place Dr.
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This agreement shall be governed by the Terms and Conditions attached hereto.
Cathedral City acknowledges and agrees to be bound by the Terms and
Conditions.
PROJECT DESCRIPTION
Scheduled Dates (Updated and
3 additional dates added): ` "'"""�
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Scheduled Time: �
Meeting Place:
Contact:
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Subject Matter: ck4
LINGUISTIC RESOURCES
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English <> Spanish (US) - new dates ` � rc , � , , ;.
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Estimated Charges .
*Interpreter rates are based on a 3-hour half day working day. Any additional hour or portion thereof
will incur overtime charges.
TOTAL ESTIMATED CHARGES
Service a otal
Consecutive Interpretation � J , ; �
Estimated Charges re � 3 i � 7�� �
TERMS & CONDITIONS
Travel If the Client is in receipt of any number of receivers
Any travel expenses that are incurred by the linguist(s) in greater than 50, it is the Client's responsibility to arrange
connection with this assignment are to be paid by the for distribution and collection of the receivers, unless
Client. "Travel expenses" include transportation fares otherwise specified in this contract. TransPerfect will
(train, plane, bus, taxis, etc.); gas costs incurred by the work with you to determine the best possible method of
linguist(s) when using a personal vehicle to reach the site distribution and collection, according to your meeting
(billed based on the government's standard per-mile logistics. TransPerfect can provide receiver handlers at an
rate); travel time (billed based on the linguist's hourly additional charge.
rate); and any on-site expenses such as parking.
Additionally, the Client can opt to have TransPerfect Approval
make travel arrangements for a 30% fee above the total By signing this agreement, the Client (a) agrees to be
cost of travel. bound by all the provisions hereof(including all the terms
and conditions set forth within this document), and (b)
Time Requirements acknowledges the sole responsibility to make full
The rate for on-site services is based on a normal payment of all charges and expenses relating to the
working half day of 3 hours. Unforeseeable circumstances project within 30 days receipt of invoice from
sometimes dictate that overtime is required (when a TransPerfect. Collection of related payments from any
meeting runs late, for example). If the services are third party is a private matter of the Client and shall not
required beyond the 3 hour half day, a supplemental rate affect the Client's responsibility for payment to
of 6 hours full day at $755 will be applied. . TransPerfect.
Recording Fees Deposit
If the Client intends on recording any portion of the In order to proceed, the Client will need to provide
interpretation through audio and/or video, the Client TransPerfect with a 75% deposit of anticipated charges
must notify TransPerfect of this intent in advance, as the to be paid prior to services being rendered. This payment
interpreters must give their consent to be recorded. In can be made via check,credit card, or wire transfer.
addition, recording fees will apply at the rate of 25% of
the total interpretation fee, per interpreter, which Conditions
excludes any equipment that may be needed to facilitate Notwithstanding anything herein that may be to the
the recording. contrary, the availability of interpreters for any particular
project is not guaranteed by TransPerfect unless and
Rush Projects until this agreement is signed by the Client and received
The parties must specifically agree to rush projects in by TransPerfect at least seven (7) business days before
writing. When undertaking rush projects, TransPerfect the scheduled date of such project. Accordingly,
shall use reasonable efforts to ensure the quality of such TransPerfect shall not be obligated to perform hereunder
rush projects. However, TransPerfect cannot warrant that and shall not be liable for any damages if this agreement
any rush project will be of the same quality in comparison is not signed by the Client and received by TransPerfect
with a non-rush based project. By signing this agreement, at least seven (7) business days before the scheduled
the Client acknowledges and agrees that undertaking date of such project.
jobs on a rush basis may result in lack of availability of
local resources or necessity of booking less qualified If the Client should cancel a particular project and such
interpreters. TransPerfect shall not be cancellation occurs more than four (4) business days
held responsible for any costs or liabilities that may result before the scheduled date of such project, then the Client
from such late project approval. The Client acknowledges is obligated hereunder to pay to TransPerfect 50% of the
that they understand and are fully aware of these risks estimated interpretation charges, plus 100% of any travel
and agree to undertake such rush projects with the and on-site costs that have been incurred in respect of
understanding that it may be impossible to maintain the such project. If the Client should cancel a particular
same level of quality that would be achieved on a non- project and such cancellation occurs within four (4)
rush basis. business days before the scheduled date of such project,
then the Client is obligated hereunder to pay to
TransPerfect 100% of the estimated interpretation
Equipment Security charges, plus 100% of any travel and on-site costs that
The security of rental equipment is the responsibility of have been incurred in respect of such project. This is
the Client from the time of delivery to the meeting site required because interpreters are professionals who
until it is dismantled and/or removed by TransPerfect refuse other assignments for the times they are
from the meeting site. Unless otherwise agreed to in scheduled.
writing, should any equipment in connection with this
contract be lost, stolen, or damaged, the Client is Should the Client change the parameters of the project
responsible for the full replacement value. Any receivers while it is in progress (turnaround time accelerated,
not recovered at the end of the final day of the meeting source files not provided on time, project's scope/size
will be billed to the Client at the rate of $295.00 per expanded, etc.), TransPerfect reserves the right to apply
receiver, unless otherwise indicated. additional charges and/or extend the deadline in
accordance with the change requested. Furthermore,
should the Client request additional services to be maximum rate of interest permitted by applicable law on
performed, then such services will be billed in addition to all past due balances hereunder. If TransPerfect must
the above. resort to collection by an agency or through legal action,
the Client agrees to pay collection fees and reasonable
The Client must notify TransPerfect of any concerns with attorney fees in an amount not less than 33 1/3% of the
TransPerfect's performance within ten (10) business days unpaid principal and interest owed to TransPerfect
conclusion of the project, via certified letter/return hereunder. If the above fees exceed the amounts allowed
receipt or via electronic mail to an account under the applicable law(s), then the maximum amount
representative. If TransPerfect is not so notified, the allowed shall be paid to TransPerfect by the Client.
Client waives all rights and claims arising out of such
project. Confidentiality
"Confidential Information" shall mean any proprietary
TransPerfect shall not be liable under any theory at law, information, data, source code, object code, flow charts,
in equity or otherwise for any special, exemplary, software in any stage of development, know-how,
punitive, incidental, indirect, or consequential damages processes, designs, plans, drawings, specifications,
(even if TransPerfect has been advised of same), documentation, reports, manuals, proposals, pricing,
including without limitation lost profits or revenues. market research or development plans disclosed in
The entire liability of TransPerfect for any claim, loss or tangible or intangible form to one party ("Recipient") by
damages under any theory at law, in equity or the other party ("Discloser"). Recipient shall not, without
otherwise, including without limitation contract, tort, prior written permission by the Discloser, transmit the
negligence and strict liability, arising out of this Confidential Information received from Discloser to any
agreement or the engagement of TransPerfect in third person or entity, except (i) to employees and
connection with the project in question, the independent contractors (and employees and
performance or breach hereof, or the subject matter independent contractors of its affiliates) who have a need
hereof shall not in any event exceed the sum of the to know and signed written confidentiality agreements
payments actually made by the Client to TransPerfect agreeing to maintain the confidentiality of all Confidential
pursuant to this agreement. Any action against Information, (ii) to those in a fiduciary relationship with
TransPerfect must be brought within one (1) year after the Client, or(iii) as may be required by law.
the claim arose.
Modification
Warranties and Covenants This Agreement may not be orally modified. Only a
By signing this agreement the Client acknowledges, modification in writing, agreed to by both parties, will be
agrees, represents, warrants, and covenants that (i) the enforceable. Authorization via electronic mail shall
Client shall not solicit the services of the interpreter(s), constitute written agreement.
either directly or indirectly, for the Client's benefit, the
interpreter(s) benefit, or the benefit of any third party, Severability
including, without limitation, attempting to hire or If any term, clause, or provision hereof is held invalid or
independently contract with the interpreter(s), and (ii) unenforceable by a court of competent jurisdiction, such
should the Client require work to be completed beyond invalidity shall not affect the validity or operation of any
this agreement, then the Client shall not under any other term, clause or provision and the invalid term,
circumstance attempt to contract work from the clause or provision shall be deemed to be severed from
interpreter(s) directly. The foregoing provisions of this the Agreement.
paragraph shall cease to apply to the Client in respect of
any particular interpreter(s) after the second (2nd) Governing Law
anniversary of the last date on which such interpreter(s) This agreement and all rights and obligations of the
performed any work for the Client on behalf of parties relating hereto shall be governed by and
TransPerfect, whether pursuant to this agreement or construed in accordance with the laws of New York,
otherwise. without giving effect to any conflicts of law rules that
would cause the application of the laws of any other
At no time will the Client permit (i) any interpreter(s) to jurisdiction and any suit brought hereon must be brought
remove documents or other materials from the Client's within the jurisdiction of the courts of New York.
offices, or (ii) any interpreter(s) to retain other
interpreters for the purposes of outsourcing any of the In Witness, whereof, TransPerfect and the Client have
interpreter's services being rendered to the Client. caused this agreement to be executed by their duly
authorized officers or agents as of the day and year
Interest and Collection Fees written below.
Amounts not paid when due shall bear interest at the
lesser of (i) 1.5% per month (18% per annum) or (ii) the TransPerfect offers this proposal as of 16 May 2017.
TRANSPERFECT GLOBAL, INC. CATHEDRAL CITY_
Signature: Signatur
Printed Name: Michael Northrop Printed Name: Charles P. McClendon
Title: Account Executive Title: City Manager
Date: 5/16/2017 Date: May 16, 2017
BILLING INFORMATION
Name: Tracey Martinez
Title: Deputy City Clerk
Company: Cathedral City
Case/Reference No.:
Address 1: 68-700 Avenida Lalo Guerrero, Cathedral City 92234
Address 2:
Email: tmartinez @cathedralcity.gov
Phone: 760 770-0322
CREDIT CARD INFORMATION
Name on Card:
Card Type (MasterCard, Visa, Amex, Discover):
Card #:
Expiration Date:
Security Code:
Billing Address (if different from above):
Phone:
TRANSPERFECT G •BALD INC. CATHEDRAL CITY
Signature: Signatur YL'6 0,1t6(2 �
Printed Name: Michael Northrop Printed Name: Charles P. McClendon
Title:Account Executive Title: City Manager
Date: 5/16/2017 Date: May 16, 2017
BILLING INFORMATION
Name: Tracey Martinez
Title: Deputy City Clerk
Company: Cathedral City
Case/Reference No.:
Address 1: 68-700 Avenida Labe Guerrero, Cathedral City 92234
Address 2:
Email: tniart1neztJcathcdralcity.gov
Phone: 7(;X1.1:.-aj22 __
CREDIT CARD INFORMATION
Name on Card:
Card Type(MasterCard, Visa, Amex, Discover):
Card#:
Expiration Date:
Security Code:
Billing Address (if different from above):
Phone: