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HomeMy WebLinkAbout23-0801 Voiance AmendmentFIRST AMENDMENT AGREEMENT This First Amendment Agreement ("First Amendment Agreement") is hereby made and entered into this I st day of August, 2023, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as the "City") and Voiance Language Services, LLC, an Arizona limited liability company, (hereinafter referred to as "Voiance" or "Seller"). WHEREAS, the parties hereto have previously entered into a Service Agreement dated August 1, 2019, for translation services, consisting of nine (9) pages, a copy of which is attached hereto and made a part hereof as Attachment A (hereinafter referred to as "Original Agreement"); and WHEREAS, the parties hereto have each determined it to be in their best interests to amend the Original Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants provided for herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree to amend the Original Agreement as provided below as follows: The above recitals are incorporated into and made a part of this First Amendment Agreement as if fully recited herein. 2. PROHIBITED USES. Section 14.4 of the Original Agreement shall be deleted in its entirety and replaced with: 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 statements; and (vi) violation of any applicable statute or government rule, ordinance, law, regulation or similar edict. City shall hold harmless Voiance for any liability Voiance incurs arising out of or relating to the City's prohibited use of services. This hold harmless provision 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. Notwithstanding anything to the contrary provided for herein, the City"s good faith compliance with law, including but not limited to the Illinois Freedom of Information Act (5 1LCS 140/1. el seq.) shall not constitute and shall not be construed as a "prohibited use" or a breach of this Agreement. 3. DISBARMEN'C. Paragraph 16 of the Original Agreement shall be deleted in its entirety and replaced with: Voiance warrants that it is not disbarred or suspended, proposed for disbarment or declared ineligible for award of contracts by any federal or State of Illinois agency or law. 4. COST OF LIVING INCREASE. Paragraph 17 of the Original Agreement shall be deleted in its entirety and replaced with: The pricing provided for herein may be increased at Voiance's option by not more than 3% on September I of 2024 and each year thereafter. 5. TERM AND TERMINATION. Paragraph 24 of the Original Agreement shall be deleted in its entirety and replaced with: This agreement shall terminate on August 31, 2026 unless terminated sooner as provided herein. This agreement may be terminated without penalty by either party for any reason upon thirty (30) days' written notice of termination to the other party. The termination date of this agreement shall be the earliest of. (i) August 31, 2026; (ii) the date identified by the terminating party in that party's notice of termination to the other party; or (iii) the date on which Voiance terminates City's access to services, whichever is earliest. 6. COUNTERPARTS AND EXECUTION. Paragraph 27 of the Original Agreement shall be deleted in its entirety and replaced with: 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. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means 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 facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 7. OVER THE PHONE INTERPRETATION PRICING. Pricing from the Original Agreement's Exhibit A shall be deleted in its entirety and be replaced with the amended pricing listed below: Interpretation Service Charges — Billed Monthly OPI Interpretation Live Operator x Third Party Added to Domestic Call Third Party Added to International Call Minimum Service Charge $25.00Per Month Per Billing Account $ 0.87 Per Minute $ 0.50 Per Minute $ 0.05 Per Minute Varies by Location Per Minute Charge only applies to those clients who use Live Operator to capture call data before being connected to an interpreter. 2 Video Remote Interpretation Pricing. Exhibit B pricing from the Original Agreement shall be deleted in its entirety and be replaced with the amended pricing listed below: Interpretation Service Charges — Billets Monthly VRI Interpretation — Spoken Languages $ 0.87 Per Minute VRI Interpretation — American Sign Language $ 1.25 Per Minute 8. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such finds for the purposes of the contract. If, for any fiscal year during the term of the this agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. 9. The terms of the Original Agreement shall otherwise continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment Agreement as of the date first written above. VOIANCE LANGUAGE SERVICES, LLLC C]TY XAN Blhegborow Print Name Richard G. Kozal, City Manager B/GteA6r��w- BIhghoro,! (Auy; 2, 2023 08:37 FQ r) Attest: Signature SVP, Contact Center Operations Title C i y Clerl< Legal Dept\Agreement\Voiance Servicc-First Amend Agr-Language Seryices- 7-26-23.docx 3