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HomeMy WebLinkAboutLANGUAGE LINE - 1999 WC required if consultant N-2009-150 has employees. v2 - i c~y d; SAP'P /~a~1(2~ CChris~~Wg°-rauY~ SERVICE PROVIDER AGREEMENT ~,oY'~ THIS AGREEMENT, made and entered into this 2id day of January, 2009 by and between Language Line LLC, a Delaware limited liability company (hereinafter "Provider"), 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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge. in the field of over-the-phone interpreter services. B. Provider represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting 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: I. SCOPE OF SERVICES Provider shall provide over-the-phone interpretation services on an on-call basis, as set forth in Attachment A to this Agreement, "Interpreter Services Usage Charges and Schedule of Fees". 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 12, below. I 1 In order to provide uninterrupted services, those services provided since the previous agreement expired due to expenditure of allocated funds, shall be included within the Scope of Services of this Agreement. 4. INDEPENDENT CONTRACTOR Provider 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 Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided, Commercial General Liability insurance is not required. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 6. INDEMNIFICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their 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. 7. CONFIDENTIALITY 2 If Provider receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Provider 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 Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Provider 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. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk 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: Santa Ana Detention Facility Chris Laugenour 60 Civic Center Plaza (M-88) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245-8116 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) 3 P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Provider: Language Line Services P.O. Box 16012 Monterey, California 93942-6012 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 telefacsimile, 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, 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 Provider. 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 Provider nor 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 are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider 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 consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all services performed by Provider prior to receipt of such notice of termination. subject to the following conditions: 4 a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. PROFESSIONAL LICENSES Provider 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. Provider 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ~j~~ f . DAVID N. REAM MARIA D. HUIZAR Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH LETCHER City A r~y j By: iC ~ fJ. t <.~il~ ,r ity Att rney LANUGAGE LINE SERVICES, I~NIL~ Inc . RECOMMENDED FOR APPROVAL: PAUL. M. WALTERS AME)L is F. Provenzano, Jr Chief of Police (TITLE) Pres i ent & COO Tax ID# 77-0586710 6 EXHIBIT A SCOPE OF SERVICES 7 • CLIENT: INITIAL TERM: 1 Year ENROLLMENT FEE: • One time set up fee for each client identification number, which includes a detailed monthly electronic statement $275 (WAIVED) ¦ Each subsequent client identification number with corresponding statement $125 (WAIVED) MONTHLY FEE: • Monthly minimum applied against usage per client identification number $100 (WAIVED) PER MINUTE USAGE CHARGES/RATES: ¦ Usage is billed in one-minute increments. ¦ Price per minute for Language Line Services is based on the language requested and time of day. TIERS LANGUAGES Tier 1 Spanish $0.94 Tier 2 Chinese (Mandarin and Cantonese), French $0.94 Japanese, Polish, Russian, Vietnamese Tier 3 Armenian, Cambodian, German, Haitian Creole, $0.94 Italian, Korean, Portuguese Tier 4 Farsi, Tagalog, Thai, Urdu and all other languages. $0.94 Client's Initials: © 2008 Lan guage Line Services 10.15.09.V1 • Page 1 of 2 Language Line t • ~ ~ . ~ I • BILLING FEE: • Paper Bill $1.75 (WAIVED) ¦ Electronic Bill FREE ¦ Hierarchical Bill /Month $15 (WAIVED) ¦ Electronic Payment $25 (WAIVED) REPORTING/INVOICING FEE: ¦ Historical Invoices up to 90 days .....................................................................................................................FREE ¦ Historical Invoices over 90 days ........................................................................................................$25 (WAIVED) TRAINING/AWARENESS ASSISTANCE AND MATERIALS (prices subject to change): ¦ Training /Awareness assistance (telephone/per session) $50 (WAIVED) ¦ Quick Reference Guides and Wallet Cards (0-50) ...........................................................................................FREE ¦ Quick Reference Guides and Wallet Cards (each additional set of 50) $30 (WAIVED) LONG DISTANCE DIAL OUT CHARGE: Applied per dial out (in addition to per minute charges) $5.00 PLEASE NOTE: This document is the sole document that reflects pricing for your account. This document must be signed by an authorized representative from your company. Pricing is only final upon a signature by an authorized officer of Language Line Services. Pricing changes will be made on next full monthly billing cycle. Language Line Services, Inc. Customer Name: Prepared by: .................................................................p ........Y ( 9 ) Accepted by (signature): Acce ted b si nature . Name (type or print): Louis F. Provenzano, Jr. . Title (type or print): President and Chief Operating Officer Date: Date: • © 2008 Language Line Services 10.15.09.V1 • Pa e 2 of 2 9 Language Line COTC PROCESSING FORM AGREEMENTS AND AMENDMENTS _ , r.,. 01 TO: CLERK OF THE COUNCIL OFFICE FROM: DEPT.: Police Department -Jail ~ . - MAIL STOP: M-88 PROJECT MANAGER: Chris Laugenour EXT.: x8115 THE FtIIt:LGYII*NG i'i`EM$ NEEQ TQ BE PRQYf1~1D LN REQUESTtNfi P~CE88NE3 CIF A6RECMENTS FOR THE CITY: AGREEMENT NUMBER (if amendment): A / N AMENDMENT NUMBER (if applicable): ? 1sr ? 2NO ? 3RD ? NAME OF CONSULTANT: Language une AMOUNT: ? OVER $25,000* (A) UNDER $25,000* (N) COUNCIL APPROVAL DATE: ITEM TERM OF AGREEMENT- EFFECTIVE DATE: 1-2009 TERMINATION DATE: SIGNATURES REQUIRED: ? VENDOR ? AGENCY ? CITY ATTORNEY ? OTHER (INSURANCE APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC) INSURANCE REQUIRED: ? YES NO (Provide City Attorney Office approval) ? AUTO ? CGL (Commercial General Liability) ? PROFESSIONAL LIABILITY WORKERS COMPENSATION COMMENTS: Agreement was lost, needed to get new signatures FOR CLERK OFFICE USE ONLY: PROCESS ? DO NOT PROCESS ? MISSING CONTACT/PROJECT MANAGER INFORMATION ? MISSING SIGNATURES ? NEEDS COUNCIL APPROVAL OTH R ADDITIONAL REMARKS: vim', off/- /d = ,~Q, * Charter amendment effective December 21, 2006 for City Manager contract authority increase.