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HomeMy WebLinkAboutHR17-038 - Original - Language Line Services, Inc - Over The Phone Language Interpretation - 01/06/2017 rds lViatr""", A_ 7-7 WASH IN G T©N ",.mom_.�......_ .,:m:...____,: _....-......�. ._:_. .. "'.. ,.....,"" �...._...m._.:m ....... .._..ti :_. Document This to be corrirrp��ad by Um Contract Manta der prior to s]ubumissll rl to City U r°ks C TT6cae, A,d11 portioras are, to b,a, completcad. Xf l/Ou rrmawr ques'Nons, Pleaso, co in c t M (Cl'air k"s (Q)fflc;�,�4 Van]dror P,4ar p4 U S `Icy __) VIC�..._ Vandor JD Edwards NUmber This is assigned by City Clerk's Office r0escr ipti n. r iter local Agreement ElElChange Order Amendment Cl Conti-act El Other: [ENTec ur Mate.,, ill In [0a cue 1 1 Number of days regUired notice for termination or renewal or amendnwnt C rar ;f' 6 �ar�l�r(f er, I� epar' rrer :a a ' ll n Contract Amounff:, (A rib L9 Le 1AP r oval 'A'mthw°tv., N?/Del)artment Director ClMayor ❑City COUncil Cueta lk (i.e. address, �ocatian, parr tal r`rutr bew, tax ild, adccW10877_S_M D UocuSign Envelope ID;5OB53F90-400DA3A4-809D-8BE035B57181 GOODS & SERVICES AGREEMENT between the City of Kent and Language Line Services, Inc. Language Line Services,Inc.(the"Company")and you,the Customer("Customer"or"you"),agree that the terms and conditions shown below and in all attachments and addenda hereto will apply to the services provided by the Company to you under this Agreement. TERMS OF SERVICE 1. TERM OF AGREEMENT.This Agreement is a Master Services Agreement for all of the services currently offered by the Company (the "Services"). The terms and conditions for each of the Services are set out in the respective attachments to this Agreement as identified below in subsections 1.a.through l.f.(the"Services Attachments"). Please indicate with your initials in the boxes provided those Services you currently are interested in receiving. Additional Services can be added in the future by incorporating an-amendment to this Agreement. ®{a. for Over-the-Phone(OPI)Services,Attachment Al Interpreter Services Usage Charges&Schedule of Fees, ❑�b. for OnSite Services,Attachment A2,OnSite Interpreter Services Usage Charges&Schedule of Fees, ❑ c. for Translation and Localization Services,Attachment A3,Translation and Localization Customer Charges ❑ d. fir Video Services,Attachment A4 LanguageUc®Usage Charges&Schedule of Fees, ❑ e. for Language Tests, Attachment ASa,LanguageLine Academy®,LLA Testing Fees,and ❑ f. for Testing of Interpreters,Attachment ASb,LanguageLine Academy®,LLA Testing Fees. ❑ g, for Training of Interpreters,Attachment ASc,LanguageLine Academy®,LLA Training Fees. ❑ h. for In-Language Services,Attachment A6 LanguageLine®Direct Response""Client Charges Y..s i. for Video Interpreting Services,Attachment A7,Language Line®InSighV"Video Interpreting Charges This Agreement, and the Services you have selected, will become effective upon the signing by both parties of this Agreement and will continue in effect for the Initial Term(the"Initial Term")identified on the respective Services Attachments for each of the Services,unless earlier terminated as set forth in this Agreement.Upon the expiration of the Initial Term-,this Agreement will be automatically renewed for successive one-year periods unless either party provides written cancellation notice to the oth.er.at least,sixty (60) days.prior'to the expiration of the then-current Term.As used in this Agreement,each term after the Initial Term is a"Renewal Term"and the Initial Term and the total Renewal Terms are the"Term."Upon receipt of a timely cancellation notice by either party,this Agreement will terminate at the end of the then-current Term. 2. PAYMENT TERMS.Usage charges and fees for the respective Services are set out in the respective Services Attachments.Customer agrees to pay all undisputed invoiced charges for Services in full within thirty(30)days of the invoice date.Any disputed charges in an invoice must be identified to the Company within thirty(30)days of invoice issue date or will be waived by Customer.Customer shall not have the right to set-off any disputed amounts.Amounts subject to dispute once resolved either will be credited to Customer on the next invoice(if resolved in favor of Customer)or added to the next invoice(if resolved in favor of the Company)or as otherwise mutually agreed upon. Invoices will be sent to the Customer billing address shown in Attachment B,or to such other address as Customer may specify by giving written notice to the Company to the attention of Contracts Administration. 3. (ISE OF SERVICES.Customer warrants that(i)the Services will not be re-sold and(ii)Customer will not use the Services in any-manner that may violate any applicable law,rule or regulation.Customer agrees to safeguard its Client Identification Number("CIN")against use by unauthorized persons,Customer shall be solely and fully responsible for charges resulting from use of its CIN,whether or not such use is authorized by Customer. _ 4. CONFIDENTIALITY.(a) the Company will not disclose any information provided by Customer or Customer's customers/clients,using the Services,including but not limited to personally identifiable information protected under federal and state laws to any person who is not the Company personnel,and will use such information only for purposes specifically contemplated in this Agreement.These obligations do not apply to information which is expressly identified by Customer as not being confidential or is in the public domain. (b) the Company and Customer will not disclose to any person who is not the Company personnel or Customer the terms and conditions of this Agreement or any of the information provided In any invoices or other documents or oral communications between the parties Ming to Services.(b)If either party has been requested or is required by discovery request in a litigation,subpoena,civil investigative demand or similar process to disclose any such information,then that party shall provide reasonable written notice the other I W party p71; ptly so 7/ DocuSign Envelope ID:50B53F90-400D-43A4-B09D-8BE035B57181 that it may assert whatever objections the party desires within such deadlines as required by the governing statutes,rules or regulations. S. RELATIONSHI-P OF PARTIES.The parties are independent contractors,and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee,principal-agent,partners or joint venturers.Each party will be responsible for paying its own Rayroll taxes,disability insurance payments,unemployment taxes,any employee benefits (if applicable)and other similar taxes,benefits or charges. G. I IMITED WARRANTIES AND LIABILITY.THE COMPANY WILL PERFORM ALL SERVICES COVERED BY THIS AGREEMENT TO CUSTOMER IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. THE COMPANY MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE,EXPRESS OR IMPLIED,OF ANY KIND,AND THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,CUSTOMER ACKNOWLEDGES THAT INTERPRETATIONS, TRANSLA'MONS,AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. EXCEPT FOR THE PARTIES' OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION)AND CUSTOMER'S OBLIGATIONS UNDER SECTION 2 (PAYMENT TERMS),AND TO THE EXTENT NOT PROHIBITEDBY APPLICABLE LAW EACH PARTY'S AGGREGATE LIABILITY TO THE QTHER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT AND INCLUDING BUT NOT LIMITED TO NEGLIGENCE,SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO THE COMPANY WITHIN THE PREVIOUS 12 MONTHS AND EXCEPT AS IS PROHIBITED BY LAW OR SUBJECT TO A PARTY'S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT(INCLUDING LOSS OF BUSINESS,REVENUE,PROFITS,USE,DATA OR OTHER ECONOMIC ADVANTAGE),HOWEVER ITARISES,WHETHER FOR BREACH OR IN TORT,EVEN IRTHAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 7. INDEMNIFICATION, Company shall defend, indemnify and hold the• Customer, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and reasonable outside attorney fees,arising out of or in connection with the Company's performance of this Agreement,except for that portion of the injuries and damages caused by the City's negligence.The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.In the event Vendor refuses tender of defense in any suit or any claim,if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction(or other agreed tribunal)to have been a wrongful refusal on the Vendor's part,then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable i E t i Docu5icgn Envelope ID:5QB53E90-40OD-43A4-B49D-8BE035B57181 Language Line Services° a LanguageLlne Solutions®company attorneys'fees,plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part.The provisions of this section shall survive the expiration or termination of this Agreement, £I, INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement,insurance of the types and in the amounts described in Exhibit [Insert Exhibit It] attached and incorporatedbythis reference. 9. CUSTOMER AFFILIATE . This Agreement will apply to the named Customer. It will not apply to Customer Affiliates" (as defined below), unless such Affiliates are identified by name and location in Attachment O, If Customer will be paying for Affiliates"use,the Affiliates will use the Customer Identification Number assigned to Customer and all of the invoices for all Affiliate use of the Services will be sent to and paid for by Customer. If each Affiliate is responsible for paying its own use of Services,the Customer and each authorized Affiliate will be provided separate Client Identification Numbers and each Affiliate will be invoiced separately and will be responsible for payment of its use of the Services. All uses by an Affiliate shall be deemed to be subject to all of the terms and conditions of this Agreement and the word"Custorer"shall be deemed to also refer to each Affiliate,The parties agree that the term "Affiliate"means (1) a company, whether incorporated or not,which owns, directly or indirectly, a majority interest in Customer or (2) a company, subsidiary, or joint venture,whether or not incorporated,in which a 50%or greater interest is owned,either directly or indirectly,by Customer or its parent company. 10. PUBLICITY.. Customer agrees that the Company may use Customer's name and/or corporate logo on the Company'website and marketing materials for the duration of the Agreement, 91. AMOMENT'. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Company may assign its right to payment to an affiliated company and,either party may assign this Agreement to a successor company without consent,provided that the successor company ratifies and assumes this Agreement in its entirety. 12. 'TERMINATION,A party claiming the other party to be in breach of this Agreement may terminate this Agreement on thirty (30) days' written notice if the party claimed to be in breach does not cure the alleged breach, unless such breach is not curable in thirty(30)days in which case the party claimed to be in breach shall have a commercially reasonable time to cure the breach, Upon termination of this Agreement for any reason, Customer shall pay, within thirty (30) days of invoice, charges for all Services rendered prior to the effective date of termination. Any disputed charges shall be resolved by Customer and the Company within that thirty(30) day period and any adjustment paid or credited within thirty(30) days thereafter. 13, ADDITIONAL TERMS. (a) WAIVER OR DELAY,Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.(h)SURVIVAL OF OBLIGATIONS.The obligations of the parties under this Agreement which by their nature should continue beyond the termination or expiration of this Agreement will remain in effect after termination or expiration, (c)NO THIRD PA!31YBENEFICIARIES.Neither this Agreement nor the provision of Services shall be construed to create any duty or obligation on the part of the Company to any third parties,including,without limitation,any persons participating in or the subject of conversations for which Services are provided, and does not provide any third party with any right, privilege, remedy, claim or cause of action against the Company,its affiliates or their respective successors, (d)CHOICE OF LAW,Any action arising out of this Agreement,as well as the validity,construction and interpretation of this Agreement, will be governed by Washington law relating to contracts made in the State of Washington and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. (e) BINDING EFFECT,This Agreement shall be binding upon the parties hereto,their successors,or assigns,and upon any and all others acting by or through them,or in privity with them,or under their direction. (f)CONSTRUCTION,This Agreement is deemed to have been drafted jointly by the parties.Any uncertainty or ambiguity shall not be construed against elther party based oil the attribution of drafting by either party, (g)COUNTERPARTS: HEADINGS This Agreement may be executed in counterparts and as so executed shall constitute one agreement,binding on all parties, The Headings have no substantive effect and are used merely for convenience, (h) FORCE MA)EURE, A party is not liable under this Agreement for non- performance ordelayed or interrupted performance caused by events or conditions beyond that party's control if the party makes reasonable efforts to perform.This provision does not relieve Customer of its obligation to make all payments then owing when due.(i) NOTICE:S.All notices to be given under this Agreement must be in writing and addressed as follows: to the Company at the address shown below and to Customer at the most current address provided to the Company,and sent by . first class mail,postage prepaid or by facsimile or by overnight courier,and is effective upon deposit with the post office or 0 2016 Language Line Sgrvioos�a LenguopoLina Solutionso company or Pacific Interpreters",a Languaget-mo solutions'scompany CONFIDENTIAL INFORMATION Ono Lower Reg'dale drive,Dldg.2-Monteroy,CA 93940 www.LanguageLine.com- REV 08152016 3 DocuSign Envelope ID:50B53F90-40OD-43A4-BO9D-8BE035B57181 Language Line Services" a LanguapLine solutionsocompany cv the overnight courier(such as FedEx,DHL,etc,) or if sent by facsimile,by the receipt of the facsimile,except that any notice of termination under Paragraph 11 or any notice of cancellation under Section 1 or notice of different or changed address must be sent by overnight courier or by facsimile. 14. EN'f`112P AEERE IFN'I'. This Agreement and all of its Attachments is the parties' entire agreLlnent relating to its subject platter„ It supersedes all prior or contemporaneous oral or written communicatiorLs,proposals,conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. If any provision, or part thereof,in this Agreement is held to be invalid,void or illegal,it shall be severed from this Agreement and shall not affect impair,or invalidate any other provision,or part thereof,and it shall be replaced by a provision which comes closest to the severed provision,or part thereof,in language and intent,without being invalid,void,or illegal. Q 2016 Language Line Services",a Languagel lne Solutionse company or pacIfMc Inlerprows",a LanguageLine Solullone company CONFIDENTIAL INFORMATION One Lower Ragsdale naive,Bldg.2•Monterey,CA 93940 v vw1anguageLinexom• REV 08 15 2016 I� DocuSign Envelope ID:50B53F90-40OD-43.A4-B09D-8BE035B57181 Language Line Services` a LanguageLlre Solvtiensa'company The person signing this Agreement on behalf of Customer certifies that such person has read and understands all of its terms and conditions, and is fully authorized to execute this AgreLment on behalf of and hind the Customer to all its terms and conditions. Both parties agree that the delivery of the signed service agreement by facsimile or e-mail,or use of a facsimile signature or other similar electronic reproduction of a signature or electronic signature shali have the same force and effect of execution and delivery as an original signature,and in the absence of an original signature,shall constitute the original signature, Customer Name ITY0qILNT Language Line Services,Inc, m�ar� Accepted by(slgnatu e) Accepted by(signature) �� Name(type or print); Martin P her Name(type or print), Michael I:Schmidt "Title(type or print); Human Resources Director Title(type or print): Chlef I=inancial Officer ......, ............................................ ,,......,,,,.,,.......,,............,...................,,.....,,,...,,..,,..,....,................. ....,... Dater j Date 1/'6/2017 Prepared by: Ricic Cummings Phone Number: 888 8981471 Date: September 22,2016 ©2016 language Line Services`,a LanguagoUne Salulionso company or Pacific Interpiolors,",a LanguageLlne S®Puficans°company cONFIDENDAL INFORMATION One lower Ragsdale Drive,Bldg.2•Monterey,CA 93940 www,LonguageLine.com- REV 08 15 2016 5 i . ..... . gym . �.. .. .. _ _ . . . , DocuSign Envelope. . ID;50B53F90-400�-43A4-BO9D-8BE035B57181 A LanguageLlne Solutions""company Attachment Al ., Over-the-Phone Charges and Options ENTERPRISE CONTRACT: 0 Yes ❑ No CUSTOMER NUMBER: 1001 INITIAL TERM:One Year, renewable per PO or Master Service Agreement CUSTOMER NAME City of Rent AFFILIATE NAME: City of Kent ENROLLMENT&SET-UP PACKAGES: One time set up charge for each client ID number,which includes a detailed monthly electronic statement.. $275(waived) Each subsequent client identification number with corresponding statement......... ........................................ $125(wavipd) PER MINUTE USAGE CHARGESIRATES: Price per minute for Language Line Services is per minute TIERS LANGUAGES PEAK* NON-PEAK* 1 Spanish $,74 .74 2 Chinese(Mandarin and Cantonese), French,Japanese, Polish, Russian„Vietnamese $.74 $.74 3 Armenian, Cambodian, German, Haitian Creole, Italian, Korean, Portuguese $.74 $,74 4 Farsi,Tagalog,Thai„ Urdu and all other Ian uac es $.74 $.74 * Peak=5 a.m. - 5 p.m. Monday—Friday ** Non-Peak=5 p.m.-5 a.m. Monday-Friday,weekends,and holidays(New Year's Day, Presidents Day,Memoriat Day, Independence Day, Labor Day,Thanksgiving,and Christmas). * There is no charge for standard toll-free access to Language Line Services. ■ Per minute rates do not include international calls. VOLUME SURGE: Language Line Services reserves the right to assess a 15%4 surcharge for months in which defined surges in volume occur unless the customer has notified Language Line Services two weeks in advance of the anticipated increase.A volume surge is defined as a 10%increase in minutes of use from the previous day and the amount of increase is over 5„000 minutes per day. Minimum charge per client identification number...............................___......$100 per client identification number(waived) Platform access per call............................................ ,...... ...........................,.. $0.25 per call(waived) FCC SURCHARGE AND FEES: Fees to third party telecommunications servlce providers that Language Line Services has or will pay to these third parties;surcharges,fees,taxes, payments to the Wversal Service Administrative Company (USAC). FINANCE CHARGE:Applied to any past due balances.. Interest will accrue from the date on which payment is due at a rate equal to the lesser of 1.5% per month or the maximurn rate permitted by applicable law. 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. BILLING OPTIONS: ❑ Electronic Bill(includes call detail and summary report in XL).......... ............................. ............................................FREE t1 Hierarchical Bill/Month...___............................................................... ....... ......:.................................................$30/month ❑ Custom billing fee(per invoice,per month) ...................................................... ......... ............................$30/invoice/month Historical Invoices over 90 days(per monthly invoice requested).......... ......... ........................ .... .......$30/invoice/month 0 2013 LanguageLine Solutions I All rights reserved,/www.LanguageLine.com/07,23,13 . / Page 1 i in Envelope ID: uo9uyeE035m57181 Lan Attachment Al ___G - -MR Over-the-Phon,e Charges and Options OPaper Bill................ ---- .......................... -----.......... ............... — ....... ......—_........$i75(waived per contract) CUSTOM REPORTING OPTIONS: (Web based Password protected repordngov*i|ab|e atuocharge) O Custom Report Set-up(per hour)..............._--_ — ............. .................. — ............____............ ................$250/hosr UCustom report maintenance........ ........... —............................. — ....... ---_-- ........... .................................$8Ohnonm SERVICE OPTIONS: (Standard 800 O Custom 8V0 line maintamancm .......................... ................ .......... ......____ ........_ ....... ........-- ................$an/month UCustom QQQ line wot-up .......... ....... ......................... .......................... .......---------------- ............. . 150 O Custom greeting maintenance .................... ....... ................. — ..............--_ ........ ....................... ....... ...... mnth OCustom greetings set-up............................. .......—..... ........................................-- ........---............ .................. .... O Custom recording for redirection of old/abandoned number set-up.................... ........ ....... —_........... ............ ............$50 O Custom recording for ofuW�bandonodnumbo� redirection — ..... ...... ---.................. ....... .............. .........$1OAnonth U Long distance dial out charge�Applied per dial out(in addition to per mfnute charges) .......... -- ............ ' ...$5hmaived OPTIONAL TRAINING ASSISTANCE AND MATERIALS: OBuddy Tags (5Q tags per set) ................ — .....— .......... ........... —_........... ...... ............................... ........... — ived) [] Customized reference and support materials development(per hour) .........— .....— .............. ........— .................. ...$178 UDesk top displays (eauM) ........ ............. ........... ............... ..... ......... ................. --........ .......... .......... —.*11(wmNed) O Language identification ` ........ ........... .........-- ........---...— .................... .............................-- .......$4g(wmhed) UPosters (each).... ....... ...... ............................. --- ......................_-- ...... — ....................___........ -- 10kweived O Quick Reference Guides Wallet Cards ....... ......... ......... ........______ .................. ................... — .........$18(woiived) O Quick Reference Guide Postcards ..........___...... ..._ ...........___ ............... .............. .............. ........--$1QAva ivnd O Quick Reference Guides and Wallet Cards --' ....... ............. ............................ — ...................-- ....... —'*2Q(maivod U Training/Awareneom assistance (on site per day/per p*rsmn)--............ ............ ................ .............. $50Oor actual costs O Training/Awareness assistance(te|ephoem*er session)................... ............ ............... ......... ....... ...... --$125$waivad OPTIONAL INTERPRETER APPOINTMENT*T SPECIFIC TIME: O Applied per appointment, ...... --- ..........— ......... ............. .......... .......... ....... — ........ ........... ...................... .... $108 Cancellation per appointment will be charge$200 for any missed appointment.............................$200 per missed appointment The person signing this agreement certifies that such person has read and acknowledged all terms and conditions,thathe or she has read and understands all uf the terms and conditions,and is fully authorized Nexecute this Agreement on behalf of and bind the Customer Vu 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 origilnaI signature. SIGNATURES Language Line Services, Inc. Customer Name: Ci of ent ' Ci 7 A:cc�e�ptedby(signatur6y_ N a m,e: M i c ha e I F. S c h 7jt111`111_"M'4W_ Name (type or print)�: Martin Fisher Title� CFO Title(type orphnt): Human Resources Director Date; 1/6/2OI7 Prepared by and date: Rick Cummings November 4, 2016 ` / DocuSign Envelope ID:50B53E50-40OD-43A4-BG9D-8BE035B57181 A t_anguageLlne Solutionslm Company 'Attachment Client Contact and Profile ENTERPRISE CONTRACT: xYes ONo INITIAL TERM:Per PO w/Terms and Conditions to be issued or Master Services Agreement CUSTOMER NUMBER: 1001 (LLS index system) CUSTOMER NAME City of Kent CLIENT NAME(Affiliate):City of Kent Please complete both pages of this Attachment B and send a copy of it,the signed Agreement,a copy of your W-9 and if applicable a copy of your tax exempt certificate to LanguageLine Solutions,Attn: Contract Administration Department, 1 Lower Ragsdale Drive Building 2, Monterey„ CA 93940. OPERATION'S CONTACT (person involved in use of service) NI me w/Salutation:, Mr, Martin Fisher Title: Human Resources Director Telephone: 253-856-5270 Fax: 253-856-6270 E-Mail: mfisher@kentwa.gov Address:, 220 41h Ave South City.State.Zip/Postal Code: Kent,WA 98032 BILLING CONTACT ❑ Same as operations contact Name w/Salutation: Ms.Jan Hiatt Title: Admin.Assistant II, HR Telephone: 253-856-5270 Fax; 253-856-6270 E-Mail: )hiatt@kentwa,gov Address: 220 4`'Ave South City.State.Zip/Postal Code: Kent,WA 98032 C TRAINING CONTACT XSame as billing contact ❑Same as operations contact Name wl Salutation:, Title: Telephone: Fax: E-Mail: Address: City.State.Zip/Postal Code: PUBLIC RELATIONS CONTACT not needed I ❑Same as billing contact []Same as operations contact ❑Internal PR Contact ❑PR Firm Company 2013 Languagel-ine Solutions f All rights reserved./w«vAv.LanguageLine.com 107,23.13 ) /�p r Page 1 `DocuSign Envelope 110:50B53F9fl-40OD-43A4-B09a-8BE035B57181 A LanguageLine SolutionsIm Company - Chment o- ClientCon yin ��� e Name w/Salutation: Martin Fisher Title: HR Director Telephone: 253-856-5270 Fax 263-856-6270 E-Mail:mfisher@kentwa.gov Address: 220 4t"Ave South City, State.Zip/Postal Code: Kent,WA 98032 The following information is requested to create a customer profile of your organizatlon. Under your industry, please check all activities that best describe your operations requiring language interpretation.. The profile information is very important and will be used to better serve your interpretation needs.All the information that you provide is kept strictly confidential. FINANCIAL ❑ Labor MANUFACTURING TELECOMMUNICATIONS ❑ Bank ❑ Military(Coast Guard, ❑ Consumer El Billing(credit/collections, ❑ Branch and Army, Marines, etc.) ❑ Market Research etc,.) Telephone ❑ Postal Services ❑ Product Registration ❑ Card Service(phone, ❑ Online/Interactive ❑ Poison Control ❑ Purchase/Resale of calling card,credit card) ❑ Collections ❑ Public Safety Equipment ❑ Customer Service(post- D Consumer Credit ❑ 311 Non-emergencies ❑ Sales Call sales activities) L7 Auto Finance © 911 Emergencies ❑ Technical/Product ❑ Fraud(fraudulent or ❑ Credit Card ❑ Police/EMS Support annoyance Investigation) Mortgage/Nome ❑ Tax Services ❑ Technician El Operator Service Equity ❑ Transit(public ❑ Telemarketing/Catalog ❑ Repair ❑ Personal Loans transportation,vehicle ❑ Warranties/Service Calls ❑ Sales(sales support, Personal Credit services,etc.) activation) l Fraud/Lass/Stolen Utilities(water,gas, MEDICAL/HEALTH CARE ❑ Technical Support ❑ Personal Investment electricity) ❑ Appointments ❑ Telemarketing (retirement, annuities) ❑ Call Center ❑ Telesales INSURANCE ❑ Emergency Room TRANS PORTATI 0 NITRAV El Technical Support ❑ Claims Handling ❑ General Patient Care ELIHOSPITALITY ❑ Trust/Asset ❑ Commercial ❑ HMO ❑ Customer Service (benefit/retirement ❑ Property/Auto ❑ Information Surveys ❑ Operations plan) ❑ Group Health ❑ Pharmacy ❑ Reservation ❑ Group Life ❑ Professional Consultation GOVERNMENT ❑ Homeowner ❑ Medical Claims/Billing MISCELLANEOUS 9 Corrections ❑ Personal Auto ❑ Social Services ❑ Consulting X Court ❑ Personal Health 0 Telemarketing ❑ Entertainment © Disaster Relief ❑ Personal Life ❑ Legal t4 Employment ❑ Worker's PUBLIC UTILITIES ❑ Private Law Firm Health and Human Compensation ❑ Billing/Collections ❑ Private Paralegal j Services(Medical) El Customer Service El Customer Service ❑ Non-profit Organization Immigration ❑ Sales ❑ Telemarketing ElReal Estate ❑ Insurance F1 Underwriting ❑ Retail i Other. �lt.Y1� The number of employees who will be trained to use the interpreter service(estimated): Standard Industry Classification (SIC Code), if known: Click here to enter text. Tax Exempt: X No ❑ Yes, If yes, please include a copy of tax exempt letter or certificate with application. O 2013 LanguageLine SOlrit ons/All rights reserved.I www,LanguageLine.com/07.23.13 page M ,) � f . DocuSign Envelope 0:50B53F90-400D-43A4-B09D-8BB035B57181 A LanguageLlne Solutions*"company Y - clement ., s�, lien Contact and Profile if applicable please include a copy of your Purchase Order. See attached PO to this activation Your prompt return of this form and the signed Service Agreement(if applicable)will ensure a speedy activation of your account If you have questions:email: customerservice(a7languaaeline,com or call 1-800-752-6096 or fax 1-800 821-5040 . 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 fulty 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. SIGNATURES Language Line Services, Inc. Customer Name:City ol"Rent { �. ��byl � I Accepted by(signature): Accepted by(signature it,4 r Name: LLS Signs here mi chael F. Schmidt Name(type or print):. Martin Fisher_ A Title: CFO Title(type or print): Human Resources Director Bate: 1/6/201.7 Date:. t , N � � Prepared by and date: Rick Cummings November4,2016 r I i s i i i 0 2013 LanguageUne Solutions f All rights reserved.P wwvw.LanguageLine.coni 107.23.13 Page 3 bocuSign Envelope ID:,50B53F90-400D-43A4-B09D-8BE035B57181 Language Line Services, Inc, A LanguageLine solutioneCompany Si m Attachment fed In i tslo Video Interpreting Customer Name, City of Kent Customer Number: 1001 (LLS Index number system) Affiliate Name ifA.ppkcable: City of Kent Client ID if Applicable;. Enterprise Contract: X Yes ❑ No Terms[years]: 1 (renewable) Starting [date]: January 1,2017 PER MINUTE USAGE RATES-Usage is billed in ogre-minute increments based on the language requested. American Sign Language.....................................................................---.....................—...............................................$2.95 per minute Spanish...................................................... ...................... . .. ................... . ...........---..............................................$1.85 per minute All Other Languages ........................................................... ...................... .. .................... . .........,.$1.95 per minute FEES LicenseFees ................................... ........................................................................................................................................... no charge TrainingCollateral-standard................... .................... ........................................,.... ..,....,. . . .................,.,................no charge TrainingCollateral-custom ............................. .......................................................................................... ...................,,,,......,TBID X Monthly Service Fee 1-10 downloads............................................... ...... ............. .......... ......,,............,...,. .....................,...,........$30 11-100 downloads................. ........ ........................................................................----......................�.,.,.,..$75 101+downloads........................................................................................ .......... ..... ................................. $200 0 Service Activation Fee,..(only applicable for full implementation team on site trainings) .............$2,500(waived) EQUIPMENT OWNERSHIP Ci Customer Owned Equipment Cl LanguageLine Owned Equipment EQUIPMENT RATES-The following equipment is available for purchase. ipadAir 2................................. ..........................................................................—. ............................,,.... $525.00 each iPadPro 9.7................ ... ........................... .................................................. ........................................... $725.00 each I Table Top stand... ... ......... .......................... ....... .....,.... $285.00 each I Interpreter on Wheels 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— ............................ ...,.........................., . p p. $75 er month er unit I 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 (D2015 Language Line Services, Inc.,a LanguageLine Sclutions`�Company CONFIDENTIAL INFORMATION/One Lower Ragsdale Drive,Building 2,Monterey,CA 9394018,17,16.V2/www,LanguageLine.com jj�,� 1 DocuSign Envelope ID:50B53F9O-40OD-43A4-BO9D-BBE035B57181 V Language Line Services, Inc. A LanguageLlne Solutions®Company 2. INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges and agrees that the App and the InsightsM service mark are exclusively owned by LanguageLlne, 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 InsightsM 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. LanguageLlne 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 Languaget-ine to fulfill its obligation under any CJJstomer Business Associate Agreement("BAA")with respect to the Services. LanguageLlne does not record the video call and therefore has no record of the tail content.With respect to the App's electronic NotePadlm 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 LanguageLlne 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 Languagetine 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 ail times and interpreters will be assigned solely by LanguageLlne. 7. QUALITY CONTROL. Customer acknowledges that LanguageLlne 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). LanguageLlne agrees to supply the!Pads, 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 LanguageLlne, 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 MOM (Mobile Device Management) system. Customer may choose to enroll LanguageLine-owned !Pads in its own MOM. 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 Customers 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 i or replacement of the Equipment and acknowledges that LanguageLine reserves all rights and remedies to re-fake 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, I i 02016 Language Line Services,Inc.,a LanguageLine Solutions®Company CONFIDENTIAL INFORMATION/One Lower Ragsdale Drive,Building 2,Monterey,CA 9394018.17.16.V2/www.LanguageLine.co 2 DocuSign Envelope ID:50B53F90-400D-43A4-B09D-8BE035B57181 Language Line Services, Inc. A LanguageLine Solutions®Company Customer Name: City of Kent Language Line Services, Inc. ib , Accepted by(signature): i O, Accepted by(signature): . Name/Title(type or print); artin Fisher/HR Dir ctor Michael F.Schmidt,Chie '- Date: 10/14 Date; 1/6/2017 Preparers Name and Date: Rick Cummings November 4,2016 i f I i ©2016 Language Line Services,Inc.,a LanguageLine Solutions®Company CONFIDENTIAL INFORMATION 1 One Lower Ragsdale Drive,Building 2,Monterey,CA 9394018.17.16,V2/www.LanguageL!ne.com 3 EXHIBIT B INSURANCE' REQUIREMENTS No Insurance is required for this Contract, A� CERTIFICATE OF LIABILITY INSURANCE page 1 of 1FOATE 19/2U 7 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 el fl the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the er in lieu of such endorsement(s). PRODUCER CONTACT Wil is of New C/o126 CenturyYBlvd. -7378 inc' iAN 2 0 2017 877-945 PHDNE FAQNp• 888-467-2378 r� P. O. BOX 305191 E-MAIL Nashville, TN 37230-5191 WtJnian Resources nRFR - certificatea@willia.com tNSURER(S)AFFORDING COVERAGE NAIC p City of Kent INSURERA: Great Northern Insurance Company 20303-001 INSURED Language Line Inc INSURERB: Federal Insurance Company 20281-001 One Lower Ragsdale Drive INSURERC:Vigilant Insurance Company 20397-001 Building 2 Monterey, CA 93940 INSURERD: Illinois union Insurance Company 27960-001 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:25161935 REVISION NUMBER: 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 POLICYEXPI TA LIMITS A X COMMERCIAL GENERAL LIABILITY 35956178 6/1/2016 6/1/2017 EACH OCCURRENCE $ 11000,000 pAA6MAppG�EEir aoccTurence) $ 1 0()(),000 CLAIMS-MADE X OCCUR PREMf5E5 MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY S 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY PRO ❑ LOC PRODUCTS-COMPIOPAGG $ 2,000,000 JECT OTHER: $ B AUTOMOBILE LIABILITY 73576109 16/1/2016 6/l/2017 COMBINED SINGLE LIMIT $ 1,000,000 X ANYAUTO BODILY INJURY(Per person) $ OWNED LED AUTOS ONLYHSCHEOU AUTOS BODILYINJURY(Peraccidenl) S X HIRED NON-OWNED PPer PERTYDAMAGEAUTOS ONLYAUTOS ONLY accident) $ B X UMBRELLA LIAB X OCCUR 79877121 6/1/2016 6/1/2017 EACH OCCURRENCE __$ 5 000 D00 EXCESS LIAR CLAIMS-MADE AGGREGATE $ 51000,000 DED I RETENTION S $ C WORKERS COMPENSATION 71743569 6/l/2016 6/1/2017 X _ AND EMPLOYERS'LIABILITY YIN STAT ANY PROPRIETORIPARTNERIEXECUTIVE❑ NIA E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? IMandatory InNH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DE SCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 D MPSG21654711014 7/1/2016 7 1 2017 Errors & Omissions Each Claim 10,000,000 Aggregate 10,000,000 Retention each claim 100,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Liability coverage includes coverage for contingent bodily injury, property damage and wrongful acts such as the disclosure of confidential information. Coverage is true worldwide. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORI DR ESENT City of Kent, Washington 400 West Gowe Street Kent, WA 98032 Coll:5019330 Tpl;2073059 Cert:25161935 © 88-2015ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered mark of ACORD