HomeMy WebLinkAbout19-0801 Police Voiance LanguageSERVICE AGREEMENT
THIS AGREEMENT is hereby made and entered into this day of
2019, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter (erred to
as "City") and Voiance Language Services, LLC, an Arizona limited liability company,
(hereinafter referred to as "Voiance" or "Seller").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto
hereby agree as follows:
1. Purchase. City shall purchase, and Voiance shall provide the services described by
Attachment A and B, attached hereto and made a part hereof.
2. Terms. This agreement shall be subject to the terms and conditions contained
herein and as provided by Attachments A and B, attached hereto and made a part hereof.
3. Conflict. In the event of any conflict, between any of the terms and provisions of
this service agreement and Attachments A or B hereto, the terms and provisions of this service
agreement shall control.
4. Law/Venue. This agreement is subject to and governed by the laws of the State of
Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of
or in connection with this agreement shall be the Circuit Court of Kane County, Illinois.
Voiance hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,
Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes
of any lawsuit brought pursuant to this agreement or the subject matter hereof, and
Voiance agrees that service by first class U.S. mail to Voiance Language Services, LLC,
5780 N. Swan Road, Tucson, Arizona 85718 shall constitute effective service. Both
parties hereto waive any rights to a jury.
5. No Modification. There shall be no modification of this agreement, except in writing
and executed with the same formalities as the original.
6. Entire Agreement. This agreement and its attachments constitute the entire agreement
of the parties regarding the subject matter hereof and may not be changed, modified, discharged
or extended except by written amendment duly executed by the parties. Each party agrees that
no representations or warranties shall be binding upon the other party unless expressed in writing
herein or in a duly executed amendment hereof, or change order as herein provided.
7. Interest. Voiance hereby waives any and all claims or rights to interest on money
claimed to be due pursuant to this agreement, and waives any and all such rights to interest to
which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the
Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois
Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall
survive any expiration, completion and/or termination of this agreement.
8. Severability. The terms of this agreement shall be severable. In the event any of the
terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for
any reason, the remainder of this agreement shall remain in full force and effect.
9. Compliance with Law. Notwithstanding any other provision of this agreement, it is
expressly agreed and understood that in connection with the performance of this agreement,
Voiance shall comply with all applicable federal, state, city and other requirements of law,
including, but not limited to, any applicable requirements regarding prevailing wages, minimum
wage, workplace safety and legal status of employees. Without limiting the foregoing, Voiance
hereby certifies, represents and warrants to the City that all of Voiance's employees and/or agents
who will be providing products and/or services with respect to this agreement shall be legally
authorized to work in the United States. Voiance shall also, at its expense, secure all permits and
licenses, pay all charges and fees, and give all notices necessary and incident to the due and
lawful prosecution of the work, and/or the products and/or services to be provided for in this
agreement. The City shall have the right to audit any records in the possession or control of
Voiance to determine Voiance's compliance with the provisions of this section. In the event the
City proceeds with such an audit, Voiance shall make available to the City Voiance's relevant
records at no cost to the City. City shall pay any and all costs associated with any such audit.
10. Payment. City will be invoiced by Voiance and shall remit payment to Voiance within
thirty (30) days of invoice date. Voiance's preferred method of payment is by any electronic
means, including automated clearing house (ACH) payment or wire, however checks and credit
cards are accepted. Any third -party fees incurred by Voiance in the course of receiving or
preparing to receive payment from the City, such as a third -party payment processing service,
shall be applied to City's next invoice, due and payable by the City in accordance with the
provisions of this agreement. Notwithstanding anything to the contrary herein, City shall pay a
minimum of $25 per month regardless of actual time used.
11. Limitation of Damages. In no event shall City be liable for any monetary damages in
excess of the purchase price contemplated by this agreement. In no event shall City be liable for
any consequential, special or punitive damages, or any damages resulting from loss of profit.
12. Limited Liability. Voiance shall provide services in a professional and workmanlike
manner utilizing translators, interpreters and/or other language professionals with skills and
qualifications that meet or exceed the standards of the industry. City understands and agrees that
services are inherently inexact disciplines and some discrepancies may arise despite Voiance's
professional provision of services. City releases Voiance from any and all liability, other than
liability that cannot be waived by law, for: (i) non -negligent errors made by Voiance in the
provision of services, and (ii) any failure of or interruption to services due to the failure of any
telecommunications facilities, gear, infrastructure, and/or similar equipment beyond Voiance's
control. Beyond the limits of its insurance coverage, Voiance shall not be liable to the City for
any direct, indirect, punitive, special, incidental or consequential damage of any kind (including
loss of business, revenue, profits, use, data or other economic advantage) in connection with or
arising out of City's use of services or any failure to connect to services, if applicable, whether in
contract or , in tort, even if Voiance has been previously advised of the possibility of such
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damages. The foregoing limitation on Voiance's liability for damages shall apply even if any
exclusive remedy provided for in this agreement fails or its essential purpose.
13. Background Checks. Voiance, subject to any federal, state or local laws, rules or
regulations which may limit any Voiance action otherwise required by this section, shall make
reasonable and legally permitted efforts, including checking background and verifying personal
information, to determine that no Voiance employee or independent contractor who shall
perform any services that permit physical, virtual or other access to City's or its customer's
premises, systems, networks or information at any time during the term of the agreement, has
been convicted of any felony or misdemeanor less than ten (10) years prior to becoming
Voiance's employee (unless a lesser time period is required by law) involving violence, sexual
misconduct, theft or computer crimes, fraud or financial crimes, drug distribution or crimes
involving unlawful possession or use of a dangerous weapon. Voiance shall not permit any
employee having such a conviction to perform any services that permit such access during the
term of the agreement, subject to any federal, state or local restrictions on the consideration of
criminal convictions in making employment decisions, unless in the sole judgment of the City,
said conviction has no reasonable relationship to the employee's fitness or trustworthiness to
perform the services. Voiance shall comply with obligations under this section through the use
of a third party service which shall perform a review of applicable records for those counties,
states and federal court districts in which a proposed Voiance employee has identified as having
resided, worked or attended school in the searched time period. Notwithstanding any of the
foregoing, exceptions for individual Voiance personnel may be granted by Voiance on a case -by -
case basis.
14. Confidentiality/Prohibited Uses.
14.1. Terms. Neither party shall disclose the terms of this agreement to any third party
without the written consent of the other party, except: (i) as required by law, court order
or governing legal authority, including but limited to the Freedom of Information Act (5
ILCS 140/1, et seq.), or (ii) for disclosure of the terms of this agreement to a party's
accountants, attorneys or similar representatives who are bound by an equal or greater
obligation of confidentiality, or to the representatives of any prospective purchaser of a
party who is bound by an equal or greater obligation of confidentiality. This paragraph
shall survive indefinitely any termination or expiration of this agreement.
14.2. Confidential Information. All information provided to Voiance by the City or
its affiliates, subsidiaries or agents that is: (i) labeled as confidential and/or proprietary,
or (ii) reasonably identifiable as confidential and/or proprietary is the confidential and/or
proprietary information of the City (collectively, "Confidential Information"). City
retains all rights, title and interest in and to all of the confidential information provided to
Voiance. Voiance agrees that it will only use confidential information in connection with
its performance of its obligations under this agreement. Voiance shall take reasonable
precautions necessary to safeguard the confidentiality of confidential information.
Voiance agrees to immediately notify the City in the event of any accidental loss or
unauthorized access, use, disclosure or breach by it or any of its employees, agents or
other permitted users of any confidential information. Voiance shall only disclose
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confidential information in response to the order, requirement or request of a court,
administrative agency or other governmental body of competent jurisdiction, and
Voiance shall provide prompt notice of such disclosure to the City.
14.3. PHI. Voiance shall apply safeguards to Personal Health Information ("PHI") in
conformity with HIPAA and HITECH requirements.
14.4. Prohibited Uses. The following uses of services are prohibited: (i) transmission
of any message which constitutes an infringement of any copyright or trademark; (ii) any
unauthorized disclosure of a trade secret; (iii) transfer of any information or technology
in violation of any applicable law or regulation; (iv) violation of any telecommunications
law .or regulation regarding the use of telephones in interstate or foreign commerce to
transmit obscene, threatening, harassing or other prohibited messages; (v) making
libelous or slanderous statement; and (vi) violation of any applicable statute or
government rule, ordinance, law, regulation or similar edict. City shall indemnify and
hold harmless Voiance for any liability Voiance incurs arising out of or relating to the
City's prohibited use of services. This indemnity protection shall survive the termination
of this agreement. Without waiving any other remedy available to Voiance at law or in
equity, Voiance may terminate this agreement at any time following City's prohibited use
of services.
15. Safe Harbor. Voiance agrees that it will fully and accurately satisfy its responsibilities,
as provider of the services, under the Safe Harbor Regulations relating to program "fraud and
abuse" promulgated under the Social Security Act and Medicare and Medicaid Patient and
Program Protection Acts.
16. Disbarment. Voiance warrants that it is not disbarred or suspended, proposed for
disbarment or declared ineligible for award of contracts by any federal agency.
17. Cost of Living Increase. The contracted pricing may be increased at each anniversary of
the contract in accordance with the U.S. Department of Labor, Bureau of Labor Statistics
Consumer Price Index for All Urban Consumers (CPI-U).
18. Solicitation of Personnel. Neither party shall, directly or indirectly, knowingly solicit,
induce, recruit or encourage, or cause another to solicit, induce, recruit or encourage, any person
employed or engaged by the other party, whether as an employee or independent contractor, to
terminate his or her engagement with the other party during the term of this agreement and for
the one (1) year period following the terminate date.
19. Marketing and Publicity. Without obtaining prior written consent, no party may use the
other party's name, trademarks, logos and/or service marks without complying with the other
party's requirements for such use.
20. Remedies. The remedies in this provision do not replace or otherwise limit the remedies
included el8ewhere in this agreement. Either party may, in its sole and absolute discretion,
terminate this agreement upon the other party's breach or within ten (10) days of learning of the
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other party's breach. Any decision by either party to forego cancellation upon a beach by the
other party shall not constitute a waiver of such party's right to terminate due to any subsequent
breach.
21. Equal Opportunity. In accordance with 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a),
Voiance prohibits harassment or discrimination against any individuals based on their status as
protected veterans or individuals with disabilities, and prohibits discrimination against any
individuals based on their race, color, religion, sex, sexual orientation, gender identity or national
origin. Voiance takes affirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, sexual orientation, gender identity, national origin,
disability or veteran status.
22. Force Majeure. Notwithstanding any other provision of this agreement, Voiance shall
not be liable in any way for any loss, damage, delay or failure of performance resulting from any
cause which is beyond Voiance's reasonable control, including, but not limited to fire, explosion,
lightning, power surges or failures, acts of God and acts or omissions of communications carriers
(including without limitation local exchange companies).
23. Indemnification. To the fullest extent permitted by law, Voiance agrees to and shall
indemnify, defend and hold harmless the City, its officers, employees, boards and commissions
from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and
all other relief or liability arising out of or resulting from or through or alleged to arise out of any
acts or negligent acts or omissions of Voiance or Voiance's officers, employees, agents or
subcontractors in the performance of this agreement, including but not limited to, all goods
delivered or services or work performed hereunder. In the event of any action against the City,
its officers, employees, agents, boards or commissions covered by the foregoing duty to
indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's
choosing.
24. Term and Termination. This agreement shall terminate on December 31, 2022 or
sooner terminated as provided herein. On the initial termination date, and on each successive
anniversary of that date, this agreement shall renew for one year. This agreement may be
terminated, without penalty, by either party upon thirty (30) days' written notice of termination to
the other party. The "Termination Date" of this agreement shall be the sooner of: (i) the date
identified by the terminating party in that party's notice of termination to the other party, or (ii)
the date on which Voiance terminates City's access to services.
24.1. Survival. Without limiting other provisions of this agreement, obligations of the
following sections shall survive the termination of this agreement: Section 15
(Confidentiality/Prohibited Uses).
24.2. Termination for Non -Payment. Voiance may suspend PIN(s) and terminate the
account if payment is not received within 60 days of invoice date.
25. Independent Contractor Relationship. The relationship between the parties is that of
independent contractors. Neither party is an agent, partner or employee of the other party, and
neither party has any right or any other authority to enter into any contract or undertaking in the
name of or for the account of the other party, or to assume or create any obligation of any kind,
express or implied, on behalf of the other party, nor will the acts or omissions of either party
create any liability for the other party. This agreement shall in no way constitute or give rise to a
partnership or joint venture between the parties.
26. Insurance. Voiance shall maintain insurance against claims for injury to persons or
damage to property that may arise from or relate to Voiance's performance of services pursuant
to this agreement. All insurance coverage required by this agreement shall be procured from and
maintained with duly licensed or approved non -admitted insurers in the State of Arizona with an
"A.M. Best" rating of not less than A-VII. Upon City's written request, Voiance shall furnish the
City with copies of certificates of insurance or other forms of verification of coverage, duly
signed by an authorized representative of the respective insurer.
26.1. Voiance shall maintain per -occurrence commercial general liability insurance
naming the City of Elgin as an additional insured, including bodily injury, property
damage, personal injury, and broad -form contractual liability coverage of not less than
the following amounts:
General Aggregate
$2,000,000.00
Products — Completed Operations Aggregate
$2,000,000.00
Each Occurrence
$1,000,000.00
Damage (Rented Property)
$1,000,000.00
Medical Expenses
$10,000.00
26.2. Voiance shall maintain coverage for Errors and Omissions and Workers'
Compensation of not less than the following amounts:
Errors and Omissions
$5,000,000.00
Workers' Compensation
$500,000.00
27. Execution. This agreement may be executed in counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement. For the purposes of
executing this agreement, any signed copy of this agreement transmitted by fax machine or e-
mail shall be treated in all manners and respects as an original document. The signature of any
party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for
these purposes as an original signature and shall have the same legal effect as an original
signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the
same binding legal effect as an original document. At the request of either party any fax or e-
mail copy of this agreement shall be re -executed by the parties -in an original form. No party to
this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and
shall forever waive such defense.
The person signing this agreement certifies that s/he has been authorized by the Seller to
commit the 'Seller contractual and has been authorized to execute this agreement on its behalf.
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IN WITNESS WHEREOF the parties have hereto set their hands the day and year first
above written.
VOIANCE LANGUAGE SERVICES, LLC
J. Austin Wade
Print Name
Signal
Senior Vice President
CITY OF ELGIN
Richard G. oza , Cit �,mager
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FALegal Dept\Agreement\Voiance Service Agr-Language Services-7-22-19.docx
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ATTACHMENT A
Over -The -Phone (OPI) Services
Voiance shill provide the City (and to the facilities) with Over -The -Phone Interpretation ("OPI")
services, available twenty-four (24) hours per day each calendar day for the term of this
agreement, for the languages referenced below. Voiance shall provide the following features and
services at no additional charge to City: (i) Voiance's standard training services and materials;
(ii) toll -free over -the -phone customer support available twenty-four (24) hours per day each
calendar day for the term of this agreement; (iii) on-line service -usage reporting; (iv) monthly
invoices with Voiance's standard granular usage details; and (v) such additional PIN numbers as
City may reasonably request from time to time.
City may access Voiance OPI services using Voiance's telephone interface or Voiance's
ClearLink telephones by entering a valid PIN. If City is issued 1 800 number(s) for its
convenience by Voiance, Voiance shall retain ownership and a right in the 1 800 number(s) and
City agrees that use is limited to City, its subsidiaries, affiliates or employees and that City is
responsible for payment for calls made using these 1 800 number(s). City is solely responsible
for the security of City's PIN cards and preprogrammed ClearLink telephones, as well as for any
use of Services arising out of or relating to unauthorized access thereto. If City discovers or
suspects unauthorized use of City's PINs, Voiance shall promptly disable any such PIN upon
City's request and issue a replacement PIN.
Languages: All available Voiance languages
Pricing and Fees*:
li}ter retation Service Charges — Billed Monthl
OPI Interpretation $0.75 Per Minute
*Pricing is effective as of the commencement date.
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ATTACHMENT B
Video Remote Interpreting (VRI) Services
Voiance shall provide City with Video Remote Interpretation ("VRI") services. City may access
Voiance VRI services using Voiance's interface with City's own video equipment or Voiance's
TMUs by entering a valid PIN. City is solely responsible for the security of City's PIN cards as
well as for any use of services arising out of or relating to unauthorized access thereto. If City
discovers or suspects unauthorized use of City's PINs, Voiance shall promptly disable any such
PIN upon City's request and issue a replacement PIN.
TMUs . Voiance shall provide a successful test of each TMU's connectivity and Voiance's
standard instruction in the use of the TMU in conjunction with VRI services. Voiance shall
provide reasonable over -the -phone technical support for each TMU at no charge to City from
9am to 4pm MST (no DST) Monday through Friday, excluding holidays. TMUs are covered
under the manufacturer's warranty, and Voiance does not provide service or repair. City agrees
to pay all shipping costs of TMUs.
1. Charges* for VRI:
American Sign Language $0.95 per minute
Languages Available 24/7: $0.75 per minute
Arabic
Brazilian Portuguese
Haitian Creole
French Creole
Mandarin
Russian
Spanish
Other languages available upon request (subject to availability):
Burmese
Korean
Cantonese
Nepali
Farsi
Polish
French
Portuguese Somali
Hindi
Vietnamese
Japanese
Activation Fee per hospital/facility location — First month only: Waived
Voiance reserves the right to update this list from time to time.
*Pricing is effective as of the commencement date.
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