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HomeMy WebLinkAboutLANGUAGE LINE, LLC 2A - 2007INSURANCE NOT ON FILE N-2009-15o-o1 WORK MAY MI PROCEED 2 S ?BIT CLERK OF COUNCIL DATE; t4i' 2 6 2011 ®:P�1,1ce d.11.,%t J�li First Amendment to Service Provider Agreement =t�4 THIS AMENDMENT TO AGREEMENT, is entered into on September 12, 2017, by and between Language Line, LLC ("Language Line") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). Recitals: A. The parties entered into an agreement N-2009.1 S0, dated January 2, 2009, (hereinafter "said agreement') by which Language Line has provided over -the - phone interpreter services. B. The parties wish to amend said Agreement to include additional compensation so that services may continue to be provided. C. The parties wish to furtheramend said Agreement to include the additional service idenfi0ui as Language Line InSight Video Interpreting ("InSight") Wherefore, in consideration of the covenants contained in the Agreement, and subject to 0 the terns and conditions of the Agreement, except those amended in this Amendment to Agreement, the parties agree as fbllows: 1. Pursuant to Scetion 2 of'said Agreement, Language Line and City agree to renew the Agreement and to increase the total sum payable under said agreement by $10,000 to a total of $20,000. 2. Language line and City agree to include InSight as an additional service under said Agreement for the service location and under the pricing schedule defined in Attachment Al: InSight Video Interpreting. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. t( IN WITNESS Wl-IEK:EOF, the parties hereto have executed this Amendment to Agreement: on the date and year ,first written above. ATTEST: SON IA R. CAR VALI City om- By: — Tnnara ogasiaai Assistant City Attorney APPROVE -D AS TO CONT NT: l VALENTIN Acting Chief of Police CITY OF SAN'T'A ANA CYNTHIA T. KURT -?- Interim City Manager LANGUAGE TINE, L.L.C. {NAME): (Title): i i - b5 `d LP -1 I l� I'ax IDB Customer Name: CA Non-911 Customer Number: 13911 Affiliate Name if Applicable: Santa Ana Jail Division City of Client ID if Applicable: 501267 Enterprise Contract: ❑ Yes X No Terms [years]: 3 years Starting [date]: Date on signature PER MINUTE USAGE RATES - Usage is billed in one-minute increments based on the language requested. AmericanSign Language . ................................................................. ........................... ... ........ . ........$2 95 per minute Spanish.............................................................................................................................................................$1.85 per minute ............. AllOther Languages.........................................................................................................................................................$1.95 per minute FEES LicenseFees............................................................................................................................................................................... no charge TrainingCollateral - standard.........................................................................................................:............................................. no charge TrainingCollateral - custom.................................................................................................................................................................. TBD 0 Monthly Service Fee 1-10'downloads: , . ..; ... ... .... i ...... ............. $30 11-100 downloads..........................................................................................................................................$75 101+ downloads........................................................................................................................................... $200 ❑ Service Activation Fee....................................................................................:...................................................$2,500 EQUIPMENT OWNERSHIP 0 Customer Owned Equipment ❑ LanguageLine Owned Equipment EQUIPMENT RATES - The following equipment is available for purchase. iPadAir 2................................................................................................................................................... $525.00 each iPadPro 9.7............................................................................................................................................... $725.00 each TableTop stand.......................................................................................................................................... $285.00 each Interpreteron Wheels TM rolling stand.............................................................................................................. $950.00 each LANGUAGELINE OWNED EQUIPMENT RATES - The following LanguageLine owned equipment is available for a monthly service fee. iPad and Interpreter on Wheels stand unit............................................................................................................... $75 per month per unit 1. TERMS REGARDING SOFTWARE APPLICATION. The Services are provided by LanguageLine through a desktop and/or tablet application (the "App"). The App must be downloaded by Customer to use The Services. Customer agrees (a) that it will not make any copies of the App or attempt to reverse engineer it or make any changes to it; and (b) that the following uses of the Services are prohibited: the transmission of any message or other material which constitutes an infringement of any copyright or trademark; an unauthorized disclosure of a trade secret; the transfer of information or technology abroad in violation of any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223, or other criminal prohibitions regarding the use of telephones to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statement; or a violation of any other applicable statute or government regulation ©2016 Language Line Services, Inc., a LanguageLine Solutions Company CONFIDENTIAL INFORMATION / One Lower Ragsdale Drive, Building 2, Monterey, CA 93940 / 8.17.16.V2 / www.LanguageLine, com 1 Language Line Services, Inc. A LanguageLine Solutions®Company 2. INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges and agrees that the App and the InsightsM service mark are exclusively owned by LanguageLine, and that neither this Agreement, nor Customer's use of the Services, the App or the Equipment provides Customer with any right, title, or interest in or to the Services, the Equipment or the App, or any of the other technology, systems, processes or other aspect of the Services, including but not limited to any intellectual property rights. Customer expressly agrees that it shall not seek or obtain registrations of, or assert, and is expressly prohibited from asserting or filing, registrations and/or applications for any claims of ownership rights or intellectual property rights in the App, the Insights"" service mark, the Equipment or the Services in any country, nation, or jurisdiction throughout the world, and is prohibited from copying, decompiling, reverse engineering, disassembling, modifying, or creating derivative works of the App , the Interpreter Services, or any aspect thereof, and Customer agrees that it shall not do so. This provision Paragraph shall survive the expiration of this Agreement will continue to apply after the Agreement ends. 3. ENCRYPTION. LanguageLine acknowledges that encryption is built into the App and the Services platform, ensuring the security of the live video as it traverses the Internet, This encryption allows LanguageLine to fulfill its obligation under any Customer Business Associate Agreement ("BAA") with respect to the Services. LanguageLine does not record the video call and therefore has no record of the call content. With respect to the App's electronic NotePad'"' function, written information relayed during the call is also encrypted. As with the live video, no recording is made of information written on the NotePad'"' and therefore this information cannot be retrieved after the call's completion. 4. TRANSMISSION RELEASE. Customer acknowledges that the use of the Services requires that the user's voice, likeness and/or image as well as the user's personally identifiable information is or will be transmitted over the Internet. Customer hereby authorizes LanguageLine to transmit each user's voice, likeness, image and/or personally identifiable information over the Internet solely for the purpose of the Services, and Customer agrees to obtain such privacy consents, releases and approvals as may be required to obtain authorization from each user to transmit all of the foregoing for purposes of the Services. Customer shall indemnify and hold harmless LanguageLine and its affiliates and their respective employees from all costs, fees, expenses, and damages of any nature whatsoever related to any claims relating to the unauthorized use of the image, likeness, voice and/or personally identifiable information of any Customer employee, agent, contractor, patient, customer, client or other user of the Services under Customer's control. This Paragraph shall survive the expiration of this Agreement. 5. RESPONSIBILITY FOR UNAUTHORIZED USE. Customer will safeguard its use of the Services against use by unauthorized persons and will be responsible for charges resulting from use of its Services, whether or not such use is authorized. 6. AVAILABILITY OF SERVICES. The Services may not be available at all times due to interruptions, technical problems, and/or system upgrades and maintenance. All interpreters provided in conjunction with the Services may not be available at all times and interpreters will be assigned solely by LanguageLine. 7. QUALITY CONTROL. Customer acknowledges that LanguageLine from time to time will monitor calls made through the Service for purposes of quality control. 8. EQUIPMENT TERMS (applies to Insight Application with LanguageLine-owned Equipment option only). LanguageLine agrees to supply the iPads, stands and any other equipment requested by Customer (collectively, the "Equipment") for the duration of the contract for a monthly service fee. The parties acknowledge and agree that this Equipment remains the sole property of LanguageLine and will be returned to LanguageLine, undamaged, upon termination of the contract, unless superseded by a purchasing agreement. The parties agree that the Equipment will be used for the sole and exclusive purpose of providing Language Line remote interpreting services and may not be configured and/or altered for any other purpose without express prior written consent from LanguageLine. LanguageLine will enroll LanguageLine-owned iPads in Language Line's MDM (Mobile Device Management) system. Customer may choose to enroll LanguageLine-owned iPads in its own MDM. If so, Customer assumes responsibility for tracking the device and updating the video software. Customer agrees that Equipment will be kept only at Customer address (es) listed in this Agreement. From time to time, upon twenty-four (24) hours' notice to Customer, Language Line, during a Customer's regular business hours, may enter the Customer's premises where the Equipment is located to inspect and maintain Equipment. LanguageLine warrants that Equipment shall be free from defects in materials and workmanship, except when (i) Equipment has been altered or modified without written approval from LanguageLine, or (ii) Equipment has been used by a person or entity other than the Customer or other permitted users. Customer assumes and bears all risk of loss and/or damage of Equipment, other than normal wear and tear, from the time that Equipment is delivered until returned to LanguageLine following the expiration of the contract. Failure to return the equipment in normal working order will result in the billing of the customer for the full retail cost of the Equipment. Customer agrees that the sole and exclusive remedy for damages or loss shall be limited to the repair or replacement of the Equipment and acknowledges that LanguageLine reserves all rights and remedies to re -take possession of the Equipment if Customer fails to pay any undisputed invoiced amounts owed hereunder and Customer waives any legal claims for damages in connection therewith. The person signing this agreement certifies that such person has read and acknowledged all terms and conditions, that he or she has read and understands all of the terms and conditions, and is fully authorized to execute this Agreement on behalf of and bind the Customer to all its terms and conditions. Both parties agree the delivery of the signed service agreement by facsimile or e-mail shall have the same force and effect of execution and delivery as the original signature. ©2016 Language Line Services, Inc., a LanguageLine Solutions Company CONFIDENTIAL INFORMATION / One Lower Ragsdale Drive, Building 2, Monterey, CA 93940 / 8.17.16.W / www.LanguageL!ne.com Language Line Services, Inc. A LanguageLine Solutions Company Customer Name: Language Line, LLC Accepted by (signature): Accepted by (signature): Name /Title (type or print): Bonaventura A. Cavaliere, Chief Financial Officer Date: Preparer's Name and Date: Date: ©2016 Language Line Services, Inc, a LanguageLine Solutions Company CONFIDENTIAL INFORMATION / One Lower Ragsdale Drive, Building 2, Monterey, CA 93940 / 8, 17.16.V2 / www. Lang uageLine.com CERTIFICATE OF LIABILITY INSURANCEPage 1 of 1 10/11/20 7 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). INSURED Willis of New York, Inc. PHONE FAX c/o 26 Century Blvd. ^ mrO,,Exj�_877�945-737$ _ ;�tDlyO, 888-467- P. 0. Box 305191 N-2009-150-01 E-MAIL Nashville, ZN 37230-5191 --AO E--------------Grt£1alBS@Wlllie.Cam Language Line Services Inc. - One Lower Ragsdale Drive INSURERC: Building 2 Monterey, CA 93940 INSURERD: INSURER E: lant Insurance Companv 120397-001 CCIVFRAr;F1R CFRTIFICATF NIIMRFRr 2siaa,7an RFVISICIN NIIMRFR,aaa uam�rke THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF: SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCE DDL - SUB POLICYNUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EEAAACM�,HHq OCCCURRENCE $ CLAIMS -MADE OCCUR PREMS aoccurence) $ MED EXP LAny onemrs9n)...-......A$ .................. PERSONAL& ADVINJURY $ GENI AGGREGATE LIM IT APPLIES P ER: GENERAL AGGREGATE $ POLICY 1:1 PRO JECT ❑ LOC PRODUCTS-COMPIOPAGG r..W.._..... ............ $ _,.. OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANYAUTO BODILY INJURY(Per person) $ OWNED ISCHEDULED AUTOS ONLY AUTOS BODLY Neraccident) $ . HIRED NON -OWNED GE PROPERYDAMAGE $ AUTOSONLY AUTOSONLY (Peraccident)., $ UMBRELLA LIABOCCUR H EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE .............................DED $ RETENLION $ A WORKERS COMPENSATION 71743569 6/1/2017 6/1/2018 PER I IOTH- XAND EMPLOYERS'LIAB1LITY N ., ANY PR PRIETDRIPARTNEN EXECUTIVE NIA E.L. ACCIDENT, CIDEN7 $ 11000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 R EXCLUDED? OFFICEIMandatoryinNH) scinboundor IIf�DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 5 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 5/31/2017 WITH ID: 25499816 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Aida AUTHORI DR ESENT Santa Ana Jail 62 Civic Center Plaza Santa Ana, CA 92702 Co11:5135692 Tp1:2150774 Cert• 25748740 "88-2015 CORPORATION. All rights ACORD 25 (2016103) The ACORD name and logo are registered mark of ACORD Page 1 of 1 l INSR LTR lCERTIFICATE OF LIABILITY MURANCE 05/31/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis of New York, Inc.PHONE c/o 26 Century Blvd P.O. Box 305191 FAX INC. No . 1-877-945-7378 AIC No; 1-888-467-2378 E-MAIL ADDRESS: certificates@willis.com INSURERS AFFORDING COVERAGE NAIC N Nashville, TN 372305191 USA INSURER A: Vigilant Insurance Company 20397 INSURED INSURER B: Language Line Services Inc. PRODUCTS AO AGG $ One Lower Ragsdale Drive INSURER C: INSURERD: Building 2 INSURERE: Monterey, CA 93940 NSURERF: Cr111FRAGFS CFRTIFIQATF NI IMRFR- W6338065 REVISION NUMRF_R- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER YEFF MMIDDIYYYY POLICY EXP MMIDOIYYYY LIMITS COM 4 MERCIALGENERALLIABILITY CLAIMS -MADE D OCCUR EACH OCCURRENCE $ DAMA PREMISES Ea arume.ce $ MED EXP (Any one person) $ PERSONAL S ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: POLICY E] PRO- JECT [:]LOC OTHER' GENERALAGGREGATE $ PRODUCTS AO AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OVMED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY J COMBINED SINGLE LIMIT $ Ea acri .,A BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ Per accident _ $ UMBRELLALIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ _ AGGREGATE $ DEO I I RETENTIONS $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANVPROPRIETORPARTNERIEXECUTIVE YIN OFFICERIMEMBEREXCLUDEDI (Mandatory in NH) If yes, desrnbe under DESCRIPTION OF OPERATIONS below NIA 7174-35-69 06/01/2018 06/01/2019 X STATUTE PER OERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addrimnal Remarks Schedule, may be attached K more space isrequired) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTIIORIZEO REPRESENT���A///TI Santa Are Jail 62 Civic Center Plaza ��c� Santa Ana, CA 92702 pY�/v U 9988-ZUlb AL1UKU L:VKPUKA I IUN. All rlgnt5 reserveo. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR m: 16240886 BATCH: 730585