HomeMy WebLinkAboutMaster Service Agreement-r+Kittitas County
Review Form
Grants & Contract Agreement
Today's Date
April28,202l
Agenda Date
4 2021
Fund/Department
30 / Sheriff
Contract I Gr ant Information
Financial Information
Bu Information
Pass Information
Agency Language Services,lGrantContract Inc.
Period Begin Date: Upon Signature Period End Date: Until terminated by either Party according
to the terms outlined in Section 12 of the Agreement.
Total GrantlContract Amount: Variable according to services used as outlined in the Scope of Work.
Grant/Contract Number: SH2 1 -007
Contract/Grant Summary: This agreement is between the Kittitas County Sheriff s Office and Language
Line Services, Inc. to provide interpreter services in the jail.
Total Amount: Varies State Funds $0 Federal Funds $0
Percentage County Funds Matching Funds $0 CFDA# na
In-Kind $
Explain
Is Equipment being purchased? NO Who owns equipment? na
New Personnel being hired? NO Contact HR hiring - reporting requirements - na
Future impacts or liability to Kittitas County: Contract adherence.
Budeet Amendment Needed?
New Division Created? NO
Yes! attach budget form No f[ Why not - should have sufficient
funds already in budget.
Revenue Code
Expense Code 001 300954101
Agency to Pass Throueh NA
Amount to Pass Throueh $0
Sub-Contract Approved Date
Grant/Contract Review Page 1
Prosecutor Review
Has the Prosecutor reviewed this agreement?YesD( No CAMAS# 51323
Coun D rtments Im ted
Submitted
Auditor Facilities Maintenance
Information Services Human Resource
Prosecutor Treasurer
Signature: Wr6 Date: 'll2\lZ
Department: Sheiiff tll
ent of Tra Information
Auditor's Office
Human Resource
Prosecutor's Office a q fr,"r.\+v ulrqlwt
Who Signed the grant application t
Reviewer Date
Grant/Contract Review Page2
Services,
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Master Service Agreement
Master Service Agreement with
Kittitas County Sheriff
Language LineServlces, lnc. (the "Company'') and you, the customer ("Customer/'or "you") (together, the "parties" and each a
"Party''), agree that the terms and conditions below and in all attachments and addenda hereto will apply to the services provided
by the Company to you under this Agreement,
TERMS OF SERVICC
1. TERM OF AGREEMENT. This Agreement is the Master Services Agreement for all the services currently offered by Company
(the "Services"). Fees and any additional terms and conditions for each of the Services are identified in the respective
services statements of Work, each of which is made a part of this Agreement. This Agreement and each of the Services you
choose to receive from the Company will become effective upon the signing by you of this ABreement and the relevant
Statement(s) of Work and will continue in effect until terminated under Section 12 ("Termination"). lf you continue to
request and receive Services after this Agreement has been terminated for any reason, this Agreement and the applicable
Statement(sl of Work will continue in full force and effect.
2, PAYMENT TERMS. 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 the invoice
issue date or right to dispute will be waived by Customer. Customer shall not have the right to set-off any disputed amounts.
Amounts subject to dispute once resolved will be (i) credited to customer on the next invoice (if resolved in favor of
Customer), (ii) added to the next invoice (if resolved in favor of Company) or (iii) as otherwise mutually agreed upon. lnvoices
will be sent to Customer's billing address shown in Schedule A hereto, or to such other address as Customer may specify by
giving written notice to Company to CustomerCare@laneuaeeline.com. lf Customer will not be paying for any specific
affiliates, those affiliate(s) must be identified on Schedule A and must enter into a separate Master Service Agreement with
the Company, lf Customer wants the Company to identifo any such excluded affiliate(s) by a specific name in documentation,
please provide a list of the affiliate(s) by name to the Company sales representative assigned to Customer.
3. USE OF SERVICES. Customer warrants that it will not (i) resell the Services to any third parties; however, Customer may
charge its own customers, clients or patients for the Services and/or (ii) use the Services in any manner that may violate any
applicable law, rule or regulation. Customer and each affiliate will be assigned a Client ldentification Number ("ClD") for use
in ordering products and services. Customer shall be solely and fully responsible for charges resulting from the use of these
ClDs, whether or not such use is authorized by Customer.
4. CONFIDENTIAIITY. lf the Parties have not signed a Non-Disclosure Agreement, the Parties agree that during the term of this
Agreement a nd thereafter, neither Party will disclose any of the other's Confidential lnformation to any third party and each
Party will use Confidential lnformation only for purposes specifically contemplated by this Agreement. These obligations do
not apply to information that is expressly identified by a Party as not being confidential or that is in the public domain. lf
either Party has been requested to disclose or is required by discovery request in a litigation, subpoena, civil investigative
demand or similar process to disclose any such information then that party so compelled may disclose such information
without liability after giving reasonable notice to the other Party promptly to assert whatever objections the other party
desires to prevent such disclosure within such deadlines as are required by the governing statutes, rules or regulations. For
purpose of this Agreement, the term "Confidential Information" means (a) information identified by a party as being
Confidential lnformation, (b) personally identifiable personal, financial, or health information protected under a law or
regulation, including without limitation HIPM, Graham-Leach-Bliley, and the General Data Protection Regulation (EU)
2016/679 {the "6DPR"), (c) the terms and conditions of this Agreement, (d) Company pricing for its Services, (e) information
ordataidentifiedbyaPartytotheotherasbeing"confidential," and(flandall oftheinformationprovidedinanyinvoices
or other documents or in oral communications between the parties relating to the Services. Customer is obligated to inform
Company if providing any of the Services would be governed by the GDpR.
5. COMPANY PERSONNEI. Customer understands and acknowledges that in providing the Services, the Company's linguist
workforce consists of its own employees, individual independent contractor linguists and linguists provided through trusted
professional linguist staffing agencies, which are in and outside of the United States (collectively, "Company personnel,,). All
Company Personnel are subject to the Company's stringent quality control standards and certification criteria and Company
is solely responsible for ensuring that that the terms and conditions of this Agreement are met, Customer hereby consents
to the use of all Company Personnel by the Company.
5. RELATIONSHIP OF PARTIES. The Parties are independent contractors, and nothing in this Agreement will be deemed to place
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Master Service Agreement
the Parties in the relationship of employer-employee, principal-agent, partners or joint venturers. Each party will be
responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if
applicablef and other similar taxes, benefits or charges.
7. IIMITED WARRANTIES AND IIABILIW. THE COMPANY WILL PERFORM ALT OF THE SERVICES 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 MERCHANTABILIW OR FITNESS FOR A PARTICUTAR PURPOSE. CUSTOMER ACKNOWTEDGES THAT
INTERPRETATIONS,TRANSLATION' AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALLCASESANDTHAT EVENTS
OUTSIDE OFTHE CONTROL OF TANGUAGE TINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. EXCEPT FOR THE
PARTIES', OBLIGATIONS UNDER SECTIONS 4 (CONF|DENT|AL|W), 8 (|NDEMNtFtCAT|ON) AND CUSTOMER'S OBLTGATTONS
UNDER SECTION 2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE tAW, EACH PARW'S
AGGREGATE LIABILIWTOTHE OTHER FOR CLAIMS RETATINGTO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORTAND
INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL 8E LIMITED TO THE GREATER OF THE AMOUNT INVOICED TO OR PAID
BY CUSTOMER TO THE COMPANY WITHIN THE PREVIOUS 12 MONTHS AND EXCEPT AS I5 PROHIBITED BY LAW OR SUBJECT
TO A PARTY,S OBTIGATIONS UNDER SECTION 7 (INDEMNIFICATION), NEITHER P,ARTY WILL BE TIABLE FoR ANY INDIRECT,
PUNITIVE, SPECIAI. INCIDENTAL OR CONSEQUENTIAT DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE),
HOWEVER IT ARISE' WHETHER FOR BREACH OR IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. LIABITITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE
REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF IT5 ESSENTIAL PURPOSE.
8. INDEMNIFICATION. The Parties each agree to hold harmless and indemnify the other Party and their respective officers,
directors, employees, affiliates and agents from and against any claims, causes of action, damages, costs, fees, expenses,
settlement or any other form of damage or expense relating to (a) a third party claim for an intellectual property violation
or a breach of Section 4 of this Agreement ("Confidentiality"), (b) a claim by an employee, vendor or agent of one party
asserted against the other Party, or (c) the fraudulent or intentionally wrongful act of any kind by the employee or agent of
one Party resulting in damages to the other Party. company will not be liable for intellectual property infringement arising
merely from the Company's interpretation or translation of Customer communications or documents, respectively. The
Company maintains extensive global insurance coverage for all its Services. A copy of the Certificate of lnsurance will be
supplied to Customer upon request.
9. PUB[lClTY. customer agrees that the Company may use Customer's name and/or corporate logo on Company,s website and
marketing materials and upon Company's reasonable request will provide a testimonial regarding Company's Services for
use in Company's marketing of its Services.
10. ASSIGNMENT. Neither Party may assign 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 and provides notice of the assignment to the other party.
11. ACQUISITION OR MERGER OF CUSTOMER. lf Customer is acquired by or merged into an existing Company customer or
acquires an existing company customer, the terms and conditions of this Agreement, including pricing as set out in the
applicable Services Statements of Work, shall remain unaffected unless the Parties otherwise agree in a written amendment
to this Agreement.
12. T€RMINATION' Either Party may terminate this Agreement (a) on one hundred twenty (120) days' notice for any reason, or
(b) on thirty (30) days' written notice if the other Party has not cured the breach in 30 days, or if the breach cannot be cured
in thirty (30) days, on the date agreed on by the Parties for cure to be completed. Upon termination of this Agreement for
any reason, Customer shall pay the final invoice from the Company within thirty (30) days of the receipt of the final invoice.
Any disputed charges must be identified by Customer within the thirty (30) day period. The Parties will use good faith efforts
to resolve any disputed charges within the thirty (30) day period and any adjustment paid or credited will be made within
thirty (30) days after the dispute has been resolved.
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. (b) SURVIVAI OF OBuGATIONS. The
obligations of the Party 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-pARTY BENEFICIARIES. Neither this
Agreement nor the provision of Services shall be construed to c.eate any duty or obligation on the part of Company to any
third parties, including, without limitation, any persons participating in or the subject of conversations for which Services
are provided, and except as provided by law, does not provide any third party with any right, privilege, remedy, claim or
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Services,
lD: F6E28844-1 98C-483 1 -88F4-A7297C6E1 CA6
Master Service Agreement
cause of action against Company, its affiliates or their respective successors. (d) CHoICE oF tAw. Any action arising out of
this Agreement, as well as the validity, construction and interpretation of this Agreement, will be governed by Catifornia law
relating to contracts made in the state of california 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) CONSTRUCrON. This
Agreement is deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed against
either Party based on the attribution of drafting by either party, (e) 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 MAJEURE. A Party is not liable under this Agreement for
non-performance or delayed 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) NOTlcEs. All notices to be given under this Agreement must be in writing and addressed as follows:
{a) to Company at One Lower Ragsdale Drive, Bldg. 2, Monterey, CA 94930 Attn: contract Administration, or by e-mail to
customercare@laneuaqeline.com with a copy to contractadministrationteam@laneuaseline.com, and (b) to Customer at
the address or e-mail shown on Schedule A for the Operations Contact, or the most current address provided by Customer
to Company. Any notices sent by overnight courier (such as FedEx, DHL, USPS, etc.), or by first class mail, postage prepaid,
is effective upon deposit with the post office or the overnight courier and any notice sent by e-mail shall be effective on the
date the e'mail is sent except that any e-mail sent on a weekend or holiday shall be effective on the next business day. fi)
COMPI-IANCE. Language [ine Services, lnc., is an equal opportunity employer and federal contractor. Consequently, as and
if applicablg the parties will abide by the requirements of Title 41 of the United States Code of Federal Regulations (cFR) Ss
60-1.4(a), 60'300.5(a) and 60-741.5(a), which are incorporated herein by reference. These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and
prohibit discrimination against all individuals based on their race, color, creed, sex, sexual orientation, gender identity, or
national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to
employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender
identity, national origin, protected veteran status or disability. lf and as applicable, the parties will abide bythe requirements
of Executive Order 13496 (29 CFR Part 471, Appendix Ato Subpart A), relating to the notice of employee rights under federal
labor laws.
14' ENTlREAGREEMENT.ThisAgreement;includingall SchedulesandServicesstatementsofWork,constitutetheparties,entire
agreement relating to its subject matter. lt supersedes all prior or contemporaneous oral or written communications,
proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote,
order, acknowledgmeng 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. lf 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.
15. AUTHORIZATION. The person signing this Agreement on behalf of Customer certifies that such person has read, understood,
and acknowledged all of its 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 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 shall
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,
Accepted and agreed to date:ai- nt -z Accepted and agreed to date: npri 1 16 ' 202L
eZ;t ?+<12.*-Signature:Signature houauxrlw* [". h^alhn
Print Name Bonaventura A. Cavaliere
Title cFo
Kittitas County 5heriff Language Line Services, lnc
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Master Service Agreement
Services, ln
Schedule A
Kittitas Cou nty Sheriff
CUSTOMER CONTACT INFORMAT]ON
Name: Steve Panattoni Name: Sharrie McPherson
Title: Jail Superintendent Title: Fiscal Analyst
Telephone: 509-962-7056
Fax: 509-962-7037 Fax: 509-962-7599
E-mail: steve.panattoni@co.kittitas.wa.us E-mail: . shfiscal@co.kittitas.wa.us
Address: 205 W 5th Ave. Suite 1/ail Address: 307 W Umptanum Rd
City, State, Zip: Ellensburg, WA 98926 City, state, Zip: Ellensburg, WA 98926
El tllo E Yes - lf yes, please include a copy of your sales tax exempt certificate.
ISTAFF|UATE - Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail
zND AFFITIATE - Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail
3RD AFFITIATE . Name;
Address, City, State, and Zip:
Contact Name, Phone, and E-mail:
t:ii{ t ''. l .'. i\, ', ,
,,,':, r:'t t 1.,':t 1,1' 11,
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Services,
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Statement of Work
Languageline@ PhonesM lnterpreting
Kittitas County Sheriff LLS lnternal lndex 1001
This Statement of Work is subject to the Master Service Agreement between you, the Customer {"Customer" or "you") and Language Line
Services, lnc. ("Company''). This document is the sole document that reflects pricing for these services, and must be signed by an authorized
representative from you, the Customer. Pricing is only final upon a signature by an authorized officer of Language Line Services. Pricing changes,
if any, will be made on next full monthly billing cycle.
1. PRICE PER MINUTE' Price per minute is based on the language requested. Price per minute does not include international
call fees.
2. ENROLLMENTANDSETUPPACKAGES
- One time setup charge per Customer.. ..,, $275.00(waived)
- Fee for each subsequent Client ldentification Number with corresponding statement....... S125.00(waived)3. cLlENT IDENTIFICATION NUMBER. Monthly minimum charge per Client ldentification Number. S100.00(waived)4. PLATFORM ACCESS CHARGE. Platform access per call.$0.25(waived)5, IONG DISTANCE DlAt OUT. Long distance dial out charge applied per dial out (in addition to per minute charges]
$s.00(waived)6. PAPER lNvOlCE CHARGE. Electronic invoices are provided free of charge. lf paper invoices are preferred, fees
applv,S1.7s(waived)7. FINANCE CHARGE. Finance charges are applied to any past due balances. lnterest will accrue from the date on which
payment is due at a rate equal to the lesser of 7,5Yo p$ month or the maximum rate permitted by applicable law.8. FCC SURCHARGE AND FEES. Fees that Language Line Services has or will pay to these third parties: surcharges, fees, taxes,
payments to the Universal Service Administrative Company (USAC).
9. oPTloNAt TRAINTNG ASSTSTANCE AND MATERTAIS (NO COST STANDARD MATERIALS AVA|TABIEI
- Customized reference and support materials development (per hour) $U9.OO
- Training/awareness assistance (on site per day/per trainer ........,. S500.OO
10. oPTloNAt cusroMlzED REPoRT CoNFIGURAT|ON (MYLLS ON LtNE REPORT|NG AVATLABE NO COST)
- Report setup (per hourl s2so.oo
. s3o.oo- Report maintenance (monthly)
11. oPnoNAt INTERPRETER APPOTNTMENT AT SPECTFIC T|ME {NOT NEEDED EXCEPT tN UM|TED CASES)
- Cancellation per appointment will be charge $200 for any missed appointment $200.00
Per Manute Usage Fees for Languageline Phone lnterpretlng and tnsitht Audio lnterpreting
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 facsimlle or e-mail shall have the same force and effect of
execution and delivery as the original signature.
I Spanish $0.98
2 Chinese (Mandarin and Cantonese), French, Japanese, Korean, Russian, and Vietnames€$0.98
3 Armenian, German, Haitian Creole, Italian, Cambodian (Khmer), Polish, and Portuguese $0.9E
4 Farsi, Tagalog, Thai, Urdu, and all other languages s0.98
Accepted and agreed to date:gl-ttl-t-t Accepted and agreed to date npril 16, LOZL
-Docusiqned
bv:
Signature: pA- MJa!-houwqNlw* il. (n^olhnSignature:
/'
etA Y n:aY *'l2 S
Print Name:Bonaventura A. Cavaliere
Kittitas Cou nty Sheriff Language Line Services, lnc.
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Statement of Work
La nguageline@ PhonesM I nterpreting
Services, ln
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