AG 21-199 - LANGUAGE LINE SERVICES, INC.RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: PD
2. ORIGINATING STAFF PERSON: Lynette EXT: 6701 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
it PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: Language Line
6. NAME OF CONTRACTOR: Language Line Services, Inc.
ADDRESS: One Lower Ragsdale Drive, Bldg 2, Monterey, CA 93940 TELEPHONE 1-888-898.1471
F.-MAlL:Contact: Richard Cummings rummings@languageline,com FAX:
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS: O SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: November 16, 2021 COMPLETION DATE: December 31, 2027
9. TOTAL COMPENSATION $ Per Statement of work - attached (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES It NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: PD Account #001-2100-098-528-60.410; Municipal Court Account #001-1100-022-515-22-410
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
* DIRECTOR Andy Hwang
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDERMOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG# AG#- 21- 99
COMMENTS:
PD Language Line Client Number is #943129 and all bills to PD should be paid in 001-2100-098-528-60-410; The Municipal Court Language Line Client Number is #533576 and all Court bills should
paid in account # 001.1100.022-515-22-410
2/2017
DocuSign Envelope ID: EE78CF6B-4A81-4DA0-8B35-9A2687AA771D
Language Line
Services, Inc
ii
Statement of Work
LanguageLine® PhoneSM Interpreting
Customer Name ("Customer"):City of Federal Way Customer Number (if applicable):
This Statement of Work for LanguageLine® PhoneSM Interpreting is subject to the Master Service Agreement between Customer
and Language Line Services, Inc. ("LanguageLine"). This document Is the sole document that reflects pricing for these services
and must be signed by an authorized representative from the Customer. Pricing is only approved and final upon a signature by
an authorized officer of LanguageLine. Pricing changes, if any, will be made on next full monthly billing cycle.
The following apply to LanguageLinem PhoneSM Interpreting:
1. PRICE PER MINUTE. Price per minute is based on the language requested and does not include international call fees.
2. FINANCE FEE. Finance fee is applied to any past due balance. 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 maximum permitted by applicable law.
3. OPTIONAL PAPER INVOICE (electronic invoices are provided free of charge)...............................................................
Waived
4. OPTIONAL CUSTOM REPORT CONFIGURATION
— Report configuration per hour...............................................................................................................................
$250.00
— Report maintenance per month..............................................................................................................................
$30.00
5. OPTIONAL TRAINING MATERIALS AND ASSISTANCE
— Training materials development per hour.............................................................................................................
$179.00
— Training assistance on site per day per trainer......................................................................................................
$500.00
LanguageLine® PhoneSM Interpreting
The following fees apply solely to LanguageLine° Phone"' Interpreting.
1. ENROLLMENT AND SETUP
— One-time setup fee per Customer..................................................................................,.......,..............................
Waived
— One-time setup fee for each subsequent Client Identification Number ("CID") .....................................................
Waived
2. MONTHLY MINIMUM per CID........................................................................................................................................
Waived
3. PLATFORM ACCESS FEE per call ....................... ..... .,.......... ............. ...... ....................................... .................... ..... I..........
Waived
4. THIRD PARTY DIAL OUT FEE per call..............................................................................................................................
Waived
5. FCC SURCHARGES AND FEES. Surcharges, fees, or other payments LanguageLine pays to the Universal
Service
Administrative Company (USAC).
6. OPTIONAL INTERPRETER APPOINTMENT AT SPECIFIC TIME
— One-time setup fee per appointment....................................................................................................................
$100.00
— Cancellation fee for any cancelled or missed appointment...................................................................................
$200.00
Per Minute Usage Fees for LanguageLine PhoneSM and InSight® Audio Interpreting
Language Tiers
Languages
Per Minute Charge
1
Spanish
$0.98
2
Chinese (Mandarin and Cantonese), French, Japanese, Korean, Russian, and
$0.98
Vietnamese
3
Armenian, German, Haitian Creole, Italian, Cambodian (Khmer), Polish, and
$0.98
Portuguese
4
Fars!, Tagalog, Thai, Urdu, and all other languages
$0.98
The person signing this Agreement certifies that such person has read, acknowledges, 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.
0 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanguageLlne.conn • CONFIDENTIAL INFORMATION • REV 04.05.21
DocuSign Envelope ID: EE78CF6B-4A81-4DA0-8B35-9A2687AA771 D
a
Statement of Work
LanguageLin& Phonesm Interpreting
Customer
Accepted and agreed to date:
Languagel-ine
Accepted and agreed to date: January 4, 2022
Signature: - j .y
OocuSigned by:
Signature:
IAA1,+L-lrt lAVG� Q_..�AaFdtzLl2
3 112B 95 4BB ,
Name: Bonaven ura �. avaTlere
Name: Jim011.11
Title; Mayor
I Title: CFO
0 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanguageLine.com • CONFIDENTIAL INFORMATION • REV D4,05.21
DocuSign Envelope ID: 41C6EFE5-2A83-4A8B-A1A1-CE3F9CC26BF6
e . -
Services, Inc.
Master Service Agreement
Customer Name ("Customer"): City of Federal Way Customer Number (if applicable)
Language Line Services, Inc. (the "Company") and Customer (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 Company to Customer under
this Agreement.
TERMS OF SERVICE
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
Statement(s) of Work, each of which is made a part of this Agreement. This Agreement and each of the Services the
Customer chooses to receive from the Company will become effective upon signing by both Parties and will continue in
effect until terminated under Section 12 ("Termination"). If Customer continues to request and receive Services after this
Agreement has been terminated for any reason, this Agreement and the applicable Statement(s) 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 (1) credited to Customer on the next invoice (if resolved in favor of
Customer), (li) added to the next invoice (if resolved in favor of Company) or (III) as otherwise mutually agreed upon. Invoices
will be sent to the most current address or e-mail provided by Customer to Company, which may be updated by Customer
upon written request to CustomerCare@languageline.com. If Customer will not be paying for any specific affillate(s), those
affiliate(s) must be identified on Schedule A and must enter into a separate Master Service Agreement with the Company.
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 forthe Services and/or (ii) use the Services in any mannerthat may violate any
applicable law, rule or regulation. Customer and each affiliate will be assigned a Client Identification Number ("CID") for use
in ordering products and services. Customer shall be solely and fully responsible for charges resulting from the use of these
CIDs, whether or not such use is authorized by Customer.
4. CONFIDENTIALITY. If the Parties have not signed a Non -Disclosure Agreement, the Parties agree that during the term of this
Agreement and thereafter, neither Party will disclose any of the other's Confidential Information to any third party and each
Party will use Confidential Information 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. If
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 Information, (b) personally identifiable personal, financial, or health information protected under a law or
regulation, including without limitation HIPAA, Graham -Leach -Bliley, and the General Data Protection Regulation (EU)
2016/679 (the "GDPR"), (c) the terms and conditions of this Agreement, (d) Company pricing for its Services, (e) information
or data identified by a Party to the other as being "confidential," and (f) and all of the information provided in any invoices
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 PERSONNEL. 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.
6. RELATIONSHIP 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 payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if
applicable) and other similar taxes, benefits or charges.
7. LIMITED WARRANTIES AND LIABILITY. THE COMPANY WILL PERFORM ALL OF THE SERVICES IN A PROFESSIONAL MANNER
CONSISTENT WITH INDUSTRY STANDARDS. THE COMPANY MAKES NO OTHER REPRESENTATION, WARRANTY OR
0 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanguageLine corn • CONFIDENTIAL INFORMATION • REV 04.05.21 1
DocuSign Envelope ID: 41C6EFE5-2A83-4A8B-A1A1-CE3F9CC26BF6
Master Service Agreement
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, TRANSLATIONS, AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS
OUTSIDE OFTHE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE, EXCEPT FORTHE
PARTIES' OBLIGATIONS UNDER SECTIONS 4 (CONFIDENTIALITY), 8 (INDEMNIFICATION) AND CUSTOMER'S OBLIGATIONS
UNDER SECTION 2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY'S
AGGREGATE LIABILITYTOTHE OTHER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORTAND
INCLUDING BUT NOT LIMITEDTO NEGLIGENCE, SHALL BE LIMITEDTO THE GREATER OF THE AMOUNT INVOICED TO OR 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 IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF THAT 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.
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 Insurance will be
supplied to Customer upon request.
9. PUBLICITY. 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. If 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. TERMINATION. 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) SURVIVAL OF OBLIGATIONS. 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 create 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
cause of action against 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 California 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) CONSTRUCTION. This
Agreement is deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed against
® 2021 Language Lim Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • www.LanauaaeLlne.com • '.INFORMATION • REV 04.05.21 2
❑ocu5ign Envelope ID:41C6EFE5-2A83-4A8B-A1A1-CE3F9CC26BF6
Services, Ined-
Master Service Agreement
either Party based on 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 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) NOTICES. 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@languageline.com with a copy to ContractAdministrationTeam@languageline.com, and (b) to Customer at
the most current address or e-mail provided by Customerto 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. (j) COMPLIANCE. Language Line Services, Inc. is an equal opportunity
employer and federal contractor. Consequently, as and if applicable, the parties will abide by the requirements of Title 41
of the United States Code of Federal Regulations (CFR) §§ 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. If and as applicable,
the parties will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to
the notice of employee rights under federal labor laws.
14. ENTIRE AGREEMENT. This Agreement, including all Schedules and Services Statements of Work, constitute the parties' entire
agreement relating to its subject matter. It 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, 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.
15. AUTHORIZATION. The person signingthis 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 Customerto all its terms and conditions. Both parties agree that the delivery ofthe signed service agreement byfacsimile
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.
® 2021 Language Line Services, Inc. • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • kvww1ang"2.,L1n _com • CONFIDENTIAL INFORMATION • REV 04.05.21
DocuSign Envelope ID: 41C6EFE5-2A83-4A8B-AlA1-CE3F9CC26BF6
Master Service Agreement
Schedule A — Excluded Affiliates
Please identify any affiliates whose use of the Services will not be paid by the Customer:
AFFILIATE #1
Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail:
AFFILIATE #2
Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail
AFFILIATE #3
Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail.
AFFILIATE #4
Name:
Address, City, State, and Zip.
Contact Name, Phone, and E-mail:
AFFILIATE #5
Name:
Address, City, State, and Zip:
Contact Name, Phone, and E-mail: I
Additional affiliates can be listed in a separate page and attached to this document.
0 2021 Language Line Services, Inc • One Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • - L•-: n_i::�s-: -+-.r : _r_ • REV 04 05-21