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HomeMy WebLinkAboutLIFESIGNS, INC.INSURANCE ON FILE WORK MAY PROCEED N-2023-154 UNTIL INSURANCE EWES CITY CLERK DATE: CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND LIFESIGNS, INC. FOR ON -CALL GENERAL AMERICAN SIGN co LANGUAGE INTERPRETING SERVICES CIV THIS AGREEMENT is made and entered into on this Ist day of June, 2023 by and between LifeSigns, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (`City"). 611J6 6)(�Ak) - RECITALS A. The City desires to retain a consultant to provide qualified and certified American Sign Language ("ASL") interpreters and interpreting services, in -person and/or virtually, for use at housing interviews, community outreach events, and other City sponsored activities on an as -needed basis. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately provide interpreters and interpreting services, whether in -person and/or virtually, for use at housing interviews, community outreach events, and other City sponsored activities on an as -needed basis. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Fee Proposal, which is attached hereto and fully incorporated herein by this reference as "Exhibit A". The total compensation for services provided by Consultant shall not exceed $10,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 10 c. Notwithstanding any contrary terms contained within Consultant's Fee Proposal, Consultant's fees shall not increase by more than 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws, if applicable. 3. TERM This Agreement shall cornmence on June 1, 2023 and end on May 31, 2026, with the option for the City to grant up to two (2), one-year extension, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. The exact date(s) and time(s) of any interpreting services shall be scheduled to occur during the term of the Agreement by mutual agreement by the parties. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with Page 2 of 10 the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors. a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as: (i) Commercial General Liability (CGL): Insurance Services, Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (ii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (iii) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (iv) If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (i) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Page 3 of 10 (ii) Primary Coverage. For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 O1 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv) Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (v) Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (vi)Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Page 4 of 10 (viii) Verification of Coverage. Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (ix)Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. (x) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' Page 5 of 10 letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Page 6 of 10 Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultant and/or contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not Page 7 of 10 similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Jennifer L. Hall Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Mike Garcia, Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Page 8 of 10 To Consultant: LifeSigns, Inc. Attn: Cindy Waddell, Sr. Account Manager 2222 Laverna Ave. Los Angeles, CA 90041 Email: lifesigns@lifesignsine.org A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 9 of 10 N-2023-154 SIGNATURE PAGE FOR CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND LIFESIGNS, INC. FOR ON -CALL GENERAL AMERICAN SIGN LANGUAGE INTERPRETING SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 01CIerkW APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: J THAN T. MART4KEZ Assistant City Attorney MIKE GARCIA Executive Director Community Development Agency CITY OF SANTA ANA N -� KRISTINE RIDGE City Manager CONSULTANT: pat*leia qugl ' P;71, a lain PATRICIA HUGHES, PH.D. Chief Executive Officer Page 10 of 10 EXHIBIT A COMPENSATION Consultant's Fee Proposal including hourly rates if applicable ® LIFESIGNS LIFESIGNS. INC. GENERAL ASL INTERPRETING SERVICE AGREEMENT RATES & SERVICE ALL CHARGES APPLY TO TIME SCHEDULED TWO HOUR MINIMUM CHARGE All fees are base rates and subject to revision depending on type of interpreting & administration required —We are happy to provide a quote -- To request an Interpreter contact: Toll Free: (888) 930-7776 After Hours: (800) 633-8883 FAX: (888) 227-5021 Email: lifesigns@lifesignsinc.org Services provided on Federal holidays and weekends: Add $20.00 per Interpreter/per hour to all rates ONSITE & VIRTUAL NON -EMERGENCY REQUESTS Scheduled a minimum 3 business dayst72 hours business his. in advance: GENERAL INTERPRETING, .................. $ 83.00 per Interpreter/hour TRILINGUAL/FACTILE/CDI..............$103.00 per Interpreter/hour ONSITE & VIRTUAL REQUESTS SHORT NOTICE/EMERGENCY Requests made with less than 72 hoursl3 business daysr notice: GENERAL INTERPRETING ..............$93.00 per Interpreter/hour TRILINGUALrFACTILEICDL...........$113.00 per Interpreter/hour * STAT Services..............................$125.00 per Interpreter/hour * Immediate on -demand need during business hours **EMERGENCY ON -CALL ......... $150.00 per Interpreter/bour — UNSCHEDULED EMERGENCY REQUESTS made between 5pn - 8:30mu, Weekends Fi holidays Cost billed portal to portal TEAM INTERPRETING The above rates are MULTIPLIED by the number of interpreters DISTANCE INCENTIVE For assignments located in outlying areas, LIFESIGNS may be required to negotiate an additional fee paid to interpreters as incentive to drive longer distances, vubject to customer approval. VIDEO REMOTE INTERPRETING (VRI) All VRI rates are billed per -minute LIFESIGNS VRI interpreters facWtate mmmunicatlun between hearing and deaf individuals using American Sign Language (ASL) through strong intern[ connection and appropriate audio visual equipment. VRI can be a cost-effective alternative to orate interpreting when used for shorter communcations. Please contact LIFESIGNS Scheduling 0trice to determine equipment requirements and whether VRI is appropriate for your needs. * $3.15 per minute: On -Demand services; 15 minute minimum billed. BILLING * LITESIGNS,Inc. accepts all major credit cards for payment. Alternative payment methods may possibly be arranged by mnatimp LIFESIGNS Account Services. * Useof LTESIGNS,Inc.interpreting services mrxsti[utes acceptance of all Rats, Poin ies and Terms of this Agreement. Customer will be responsible for reasonable count costs and reasonable and actual attorney's tees for accounts referred fa,collections. LIFESIGNS, Inc. does not guarantee interpreter's availability past the scheduled assignment time. * Assignments exceeding scheduled time are billed in 15 minute increments at the Short Notice (Emergency) ate, provided the Dispatch Office and interpreter determine the interpreter can continue the assignment If i nterpreter is unable b continue past the scheduled time, LIFESIGNS Dispatch Office will make every attempt ho loate, another interpreter, for whidr customer will be billed the ShortNotice(Emergerev) rate.. Assignments that run short of their scheduled Ifni billed for the entire time scheduled. * FOR BILLING AND CONTRACT INQUIRIES: acco intservices@Iifesignsincorg Voice: (323) 550.4242 Videophone: (323) 892-2212 or (323) 892-2228 # Invoices are time and payable in fail within thirty-one 131) call days of invoice dab Past due accounts are charged 1.5% interest on the outstanding balance. Client agrees to pay all invoices pursuant to the Terms and Candidate; in this Service Agreement. TERMS AND CONDITIONS * CANCELLATIONS: Changes or cancellations must be received by LIFESIGNS' Interpreter Referral Dept. in writing via email or is at /e it hoursi (2) business days prior to scheduled start time, (i.ea request for 5pm Tuesday must be cancelled by close of business on the previous Friday; a request for Sam Wednesday must be cancelled by Sam the previous Monday). Fax: 888-227-5021 OR email. lifesigns@lifesignsine.org during business hours of 8:30am to 5:00pm, Monday through Friday, excluding weekends and state holidays. lithe change/ cancellation is received less than 48 hours/two (2) business days prior to scheduled start time, the customer will be billed for the total amount of time requested, including any Distance Incentive. A Deaf or hearing person (customer's client or staff) who fails to appear is a cancellation and subject to ALL charges. Assignments rescheduled to a later date and/or time with less than the required notice are considered cancellations and billed accordingly. LIFESIGNS will rally the Customer if an interpreter must cancel due to emergencies such as accidents or illness, and will diligently search for a replacement. In the event LIFESIGNS must cancel, LIFESIGNS shall give Customer as much advance notice as possible. Interpreting services shall be provided on an as -needed basis. Subject to the cancellation clause above. Customer shall only be billed for services actually rendered. * Availability: Requests are filled based on interpreter availability and are filled objectively on a first - come first- serve basis. * Number of Interpreter : Assignments scheduled for two (2) or more hours in length require a team of two (2) interpreters. Assignments scheduled for less than two (2) hours may still require a team of two (2) interpreters, to be decided at the sole discretion of the interpreter scheduler and customer will be informed accordingly. If an interpreter does not show up but the other continues with assignment, customers will be billed at only 1.5 limes the prevailing rate based upon the assignment type. * Client Preferences: LIFESIGNS makes every attempt to document and accommodate consumer/ customer interpreter preferences. Honoring such requests is subject to interpreter availability and not guaranteed. If a different interpreter is provided, the service is still billed according to the tens outlined herein. * Certified Deaf Interpreter: A Qur lifed/Certified Deaf Interpreter (DI/CDI) may be required when the communication mode of a Deaf consumer is extraordinarily unique (e.g. Deaf -Blind, non-standard, idiosyncratic language etc.). When a CDI is required, an ASL Interpreter is also required and cost for both will be billed. Whether a CDI is required is at the sole discretion of the interpreter Dispatcher. * Changes to Assignments: Assignments are made based upon the information provided by the requesting party. ANY CHANGES to the assignment MUST be RECEIVED AT LEAST 48 BUSINESS HOURS BEFORE START TIME and be pre -approved by the LIFESIGNS, Inc. Scheduling office, the requesting party, and the interpreter. The LIFESIGNS, Inc. interpreter shall have discretion to either accept or reject the changed assignment. Every effort will be made to accommodate the change. For changes made with less than 48 business hours notice, the hiring party is responsible to pay in full for the scheduled time, including any distance incentive, even if LIFESIGNS, Inc. interpreter un-accepts the changed assignment. * Additional Time/Costs: Premises -specific requirements (viewing video, signing in, security clearance, etc.) are billable time. Interpreting pre-recorded or live material, scripted performance, eta for continuous use or distribution may require additonal paid preparation time and will be negotiated on an assignment speck basis. * Performing Arts/Theatrical Interposition, Determination of billing rates will be based upon length and complexity of assignment. Additional charges will be negotiated for time spent in preparation, rehearsals, and viewing performances prior to the scheduled interpreting. * Duolicate Reouests- The requesting party is responsible to pay for any requests ordered in duplicates. LIFESIGNS, Inc. is not responsible for determining if requests were made in error and accepts all requests as received: therefore, it is incumbent upon the requesting party to maintain records of confirmation numbers received. * PhotographvNidece LIFESIGNS is to be informed of photography/video taking at time of booking and is subject to permission of interpreter(s). * Independent Contractor LIFESIGNS is an independent contractor. Nothing in this Agreement is intended to construed or to establish LIFESIGNS (including its interpreters) as an employee, agent, or partner of the Customer. AGREEMENT Customer agrees to accept all Rates, Policies, Terms and Conditions set forth in this Service Agreement. Customer agrees to provide a contact person in the company/organization that will have legal authority to sign Agreements and to authorize payments for services rendered. In signing this agreement, client agrees to pay all undisputed invoices pursuant to the Rates, Policies,Terms and Conditions as contained in the Service Agreement. LIFESIGNS, Inc. will consider a request for services submitted by the Customer as a legitimate request and will process service provision and billing according to the provisions herein. Customer is responsible for ensuring that ONLY authorized persons) submit requests for interpreting services, and is likewise responsible for payment for all services rendered according to these Terms and Conditions. • Facsimile/scanned/electronic signatures of the parties to this Agreement will be considered "original signatures" as long as all parties to the Agreement have properly signed. * This Agreement shall be governed by the laws of the State of California. Rates and teens are subject to change with thirty (30) days written notice. Rev. 02 06.2023 CW Zurita, Bianca From: Zurita, Bianca Sent: Wednesday, June 14, 2023 11:32 AM To: Zurita, Bianca Subject: FW: Internal Notice of Compliance From: City of Santa Ana <certificate-request@ctrax.ididata.com> Sent: Thursday, June 8, 2023 9:48 AM To: cwaddell@lifesisnsinc.ora; Marureen mcdeonald@ais.com; Barela, Waldo <WBarela@santa-ana.orR> Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Lifesigns, Inc. Name: Project TBD (092) Number: Project Consultant Agreement Between The City Of Santa Ana And Lifesigns, Name: Inc. For On -Call General American Sign Language Interpreting Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI DATE FILE NAME DATE GENERAL LIABILITY PHPK2501836 12/27/2023 05/17/2023 Certificate.pdf PROFESSIONAL LIABILITY PHPK2501836 12/27/2023 05/17/2023 Certificate.pdf WORKERS COMPENSATION AND EMPLOYERS' CFlWK1000039201 08/01/2023 05/17/2023 Certificate.pdf LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with 1